February 9, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Broadscale Acquisition Corp. |
Registration Statement on Form S-1
Filed January 27, 2021, as amended
File No. 333-252449
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 hereby joins in the request of Broadscale 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. Washington D.C. time on February 11, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 100 copies of the Preliminary Prospectus dated February 9, 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.
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[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| as Underwriter | ||
| By: | /s/ James Scilacci | |
| Name: | James Scilacci | |
| Title: | Executive Director | |
[Signature Page to Underwriter Acceleration Request Letter]
