CORRESP 1 filename1.htm

 

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]