February 4, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:ECP Environmental Growth Opportunities Corp.
Registration Statement on Form S-1
Filed January 15, 2021, as amended
File No. 333-252172
Ladies and Gentlemen:
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 ECP Environmental Growth Opportunities Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Washington D.C. time on February 8, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 500 copies of the Preliminary Prospectus dated February 3, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
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,
BARCLAYS CAPITAL INC.
MORGAN STANLEY & CO. LLC
as Representatives of the Several Underwriters
BARCLAYS CAPITAL INC.
| By: | /s/ Victoria Hale |
| Name: | Victoria Hale |
| Title: | Authorized Signatory |
MORGAN STANLEY & CO. LLC
| By: | /s/ James Watts |
| Name: | James Watts |
| Title: | Authorized Signatory |
[Signature Page – Acceleration Request]
