August 12, 2020
VIA EDGAR
Jay E. Ingram
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Northern Genesis Acquisition Corp.
Registration Statement on Form S-1
Filed July 27, 2020, as amended
File No. 333-240124
Dear Mr. Ingram:
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 other underwriters, hereby join in the request of Northern Genesis Acquisition Corp. 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. Eastern time on Monday, August 17, 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, approximately 408 copies of the preliminary prospectus dated August 7, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
Each of the undersigned advises that it has 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,
RAYMOND JAMES & ASSOCIATES, INC. | ||
By: | /s/ Justin Roman | |
Name: Justin Roman Title: Director | ||
EARLYBIRDCAPITAL, INC. | ||
By: | /s/ Steven Levine | |
Name: Steven Levine Title: Chief Executive Officer | ||
As Representatives of the underwriters |