EF HUTTON, division of Benchmark Investments, LLC
October 28, 2021
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Austin Wood
| Re: | Vision Sensing Acquisition Corp. |
| Registration Statement on Form S-1 | |
| Filed September 24, 2021, as amended | |
| File No. 333-259766 | |
| Acceleration Request | |
| Requested Date: October 29, 2021 | |
| Requested Time: 4:00 p.m., Eastern Time |
Dear Mr. Wood:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters, hereby joins Vision Sensing Acquisition Corp. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-259766) (the “Registration Statement”) to become effective on October 29, 2021, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours,
| EF HUTTON, division of Benchmark Investments, LLC | ||
| By: | /s/ Sam Fleischman | |
| Name: | Sam Fleischman | |
| Title: | Supervisory Principal | |
| cc: | Ballard Spahr LLP |
| Reed Smith LLP |
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