February 10, 2022
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Austin Pattan, Staff Attorney
Re: | Genesis Unicorn Capital Corp. | |
Registration Statement on Form S-1 (File No. 333-257623) | ||
Request for Acceleration of Effective Date |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations 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 Genesis Unicorn Capital Corp. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257623) (the “Registration Statement”) to become effective on February 14, 2022, 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 prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.
We 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.
Very truly yours, | ||
EF Hutton, division of Benchmark Investments, LLC | ||
By: | /s/ Sam Fleischman | |
Name: | Sam Fleischman | |
Title: | Supervisory Principal |
cc: | Adeoye Olukotun, Chief Executive Officer, Genesis Unicorn Capital Corp. |
Bill Huo, Esq., Becker & Poliakoff LLP | |
David R. Crandall, Esq., Hogan Lovells US LLP |