SEC Company Response from NETLIST (NLST) — Nov 27, 2006

NETLIST INC
Date: Nov. 27, 2006 · CIK: 0001282631 · Accession: 0001104659-06-077705

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AI Filing Summary & Sentiment

File numbers found in text: 333-136735

Date

November 27, 2006

Author

Form

CORRESP

Company

NETLIST INC

Letter

VIA EDGAR AND FEDEX Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 RE: Netlist, Inc. Registration Statement on Form S-1 (File No. 333-136735)

Dear Sir or Madam:

Pursuant to Rules 461 and 430A under the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (No. 333-136735) be accelerated to November 29, 2006, at 4:00 p.m. Eastern time, or as soon as practicable thereafter.

In addition, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 27, 2006, be accelerated so that it will coincide with the effective date of the Registration Statement on Form S-1 referred to above.

Thank you for your cooperation and assistance in this matter.

Sincerely yours,
NETLIST, INC.

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CORRESP
1
filename1.htm

NETLIST,
INC.

475
Goddard

Irvine, California 92618

November 27, 2006

VIA
EDGAR AND FEDEX

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  RE:

  Netlist, Inc.

  Registration Statement on Form S-1 (File No.
  333-136735)

Dear Sir or Madam:

Pursuant to Rules 461 and 430A under the Securities
Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date of the Company’s
Registration Statement on Form S-1 (No. 333-136735) be accelerated to November
29, 2006, at 4:00 p.m. Eastern time, or as soon as practicable thereafter.

In addition, the Company hereby respectfully requests
that the effective date of the Company’s Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on November 27, 2006, be
accelerated so that it will coincide with the effective date of the
Registration Statement on Form S-1 referred to above.

Thank you for your cooperation and assistance in this
matter.

  Sincerely yours,

  NETLIST, INC.

  By:

  /s/ Lee Kim

  Lee Kim

  Vice President, Chief
  Financial Officer

  and Secretary

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