CORRESP 1 filename1.htm

 

November 19, 2020

 

VIA EDGAR 

David Link

Special Counsel 

Office of Real Estate & Construction

Division of Corporation Finance 

U.S. Securities and Exchange Commission

100 F Street, NE 

Washington, D.C. 20549

 

Attn:      David Link 

Special Counsel 

Office of Real Estate & Construction

 

Re:         Spring Valley Acquisition Corp.

Registration Statement on Form S-1

Filed September 25, 2020, as

amended

File No. 333-249067

 

Dear Mr. Link:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Spring Valley Acquisition Corp. (the “Company”) 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 November 23, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis 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 advise that as of the date hereof, approximately 410 copies of the preliminary prospectus dated November 19, 2020 are expected to be distributed to prospective underwriters and 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.

 

[Signature page follows]

 

 

 

 

  Very truly yours,
   
  COWEN AND COMPANY, LLC  
   
   
  By: /s/ Chris Weekes
    Name:   Chris Weekes
    Title:     Managing Director

 

 

  WELLS FARGO SECURITIES, LLC  
   
   
  By: /s/ Jerry Serowik
    Name:   Jerry Serowik
    Title:     Managing Director

 

[Signature Page to Underwriter's Acceleration Request Letter]