CORRESP

March 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald Alper

 

Re:

SVF Investment Corp. 3

Registration Statement on Form S-1

Filed February 5, 2021, as amended

File No. 333-252788

Dear Mr. Alper:

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 SVF Investment Corp. 3 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 March 8, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that 1,488 copies of the Preliminary Prospectus dated March 4, 2021 have been 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.

* * *

[signature page follows]


Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
as Representative of the Several Underwriters
By:  

/s/ John Eydenberg

  Name: John Eydenberg
  Title:   Managing Director
UBS SECURITIES LLC
as Representative of the Several Underwriters
By:  

/s/ Thomas Schadewald

  Name: Thomas Schadewald
  Title:   Director
By:  

/s/ Carlos Alvarez

  Name: Carlos Alvarez
  Title:   Managing Director
DEUTSCHE BANK SECURITIES INC.
as Representative of the Several Underwriters
By:  

/s/ Ravi Raghunathan

  Name: Ravi Raghunathan
  Title:   Managing Director
By:  

/s/ Brandon Sun

  Name: Brandon Sun
  Title:   Director
CANTOR FITZGERALD & CO.
as Representative of the Several Underwriters
By:  

/s/ Sage Kelly

  Name: Sage Kelly
  Title:   Senior Managing Director, Head of
              Investment Banking

[Signature Page to Gazelle III- UW Acceleration Request]


MIZUHO SECURITIES USA LLC
as Representative of the Several Underwriters
By:  

/s/ Andor Laszlo

  Name: Andor Laszlo
  Title:   Managing Director

[Signature Page to Gazelle III- UW Acceleration Request]