May 11, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Brittany Ebbertt, Kathleen Collins, Matthew Derby and Jan Woo
Re:Skydeck Acquisition Corp.
Registration Statement on Form S-1
Filed March 16, 2021, as amended
File No. 333-254347
Dear Sir or Madam:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Skydeck 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. New York time on May 13, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
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,
J.P. Morgan Securities LLC
as Representative of the Several Underwriters
By:/s/ Peter Castoro
Name: Peter Castoro
Title: Vice President
Morgan Stanley & Co. LLC
as Representative of the Several Underwriters
By:/s/ James Watts
Name: James Watts
Title: Executive Director
[Signature Page to Acceleration Request Letter]
