March 18, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re: | Northern Genesis Acquisition Corp. III |
Registration Statement on Form S-1
File No. 333-253234
Dear Mr. Dougherty:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, which are acting as representatives of the underwriters of the initial public offering, hereby join in the request of Northern Genesis Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4 p.m. Washington D.C. time on March 22, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 1,350 copies of the Preliminary Prospectus dated March 17, 2021 are expected to be distributed to prospective underwriters, 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.
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[Signature Page Follows]
Very truly yours,
By: | Morgan Stanley & Co. LLC |
/s/ Tegh Kapur
Name: Tegh Kapur
Title: Executive Director
By: | Wells Fargo Securities, LLC |
/s/ James Perry
Name: James Perry
Title: Managing Director
By: | TD Securities (USA) LLC |
/s/ Brad Limpert
Name: Brad Limpert
Title: Managing Director