CORRESP 1 filename1.htm Underwriter Acceleration Request

November 9, 2020


United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Irene Barberena-Meissner



Northern Star Acquisition Corp.


Registration Statement on Form S-1


Filed September 29, 2020, as amended


File No. 333-249138

Dear Ms. Barberena-Meissner:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Northern Star 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 November 10, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 300 copies of the Preliminary Prospectus dated November 9, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises 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.

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[Signature Page Follows]

Very truly yours,



as Representative of the Several Underwriters


/s/ Pavan Bellur

Name:   Pavan Bellur
Title:   Managing Director