October 19, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Brigitte Lippmann
| Re: | Decarbonization Plus Acquisition Corporation |
| Registration Statement on Form S-1 | |
| Filed September 22, 2020, as amended | |
| File No. 333-248958 |
Dear Ms. Lippmann:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Decarbonization Plus Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on October 19, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that, as of the date hereof, they have distributed approximately 1,000 copies of the Preliminary Prospectus dated October 13, 2020 to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
| Very truly yours, | |||
| CITIGROUP GLOBAL MARKETS INC. | |||
| as Representative of the Several Underwriters | |||
| By: | /s/ Dylan Tornay | ||
| Name: | Dylan Tornay | ||
| Title: | Managing Director | ||
| CREDIT SUISSE SECURITIES (USA) LLC | |||
| as Representative of the Several Underwriters | |||
| By: | /s/ Timothy Perry | ||
| Name: | Timothy Perry | ||
| Title: | Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
