October 22, 2021
VIA EDGAR
Jan Woo
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | TKB Critical Technologies 1 |
Registration Statement on Form S-1, as amended
File No. 333-260167
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 TKB Critical Technologies 1 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 26, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Winston & Strawn LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, approximately 150 copies of the preliminary prospectus dated October 8, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that the underwriter 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, | ||
| JEFFERIES LLC | ||
| By: | /s/ Tina Pappas | |
| Name: | Tina Pappas | |
| Title: | Managing Director | |
[Signature Page to Underwriter’s Acceleration Request Letter]
