SEC Company Response from NETLIST (NLST) — Nov 28, 2006

NETLIST INC
Date: Nov. 28, 2006 · CIK: 0001282631 · Accession: 0001104659-06-078031

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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

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:

In connection with the letter delivered to the Securities and Exchange Commission (the “Commission”) by Netlist, Inc., a Delaware corporation (the “Company”) on November 27, 2006, requesting that the effective date of its Registration Statement on Form S-1 (the “Filing”) be accelerated, and as requested by the Commission in its letter to the Company dated September 12, 2006, the Company acknowledges that:

· Should the Commission or the staff, acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

· The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

· The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,
NETLIST, INC.

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CORRESP
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NETLIST, INC.

475 Goddard

Irvine, California 92618

November 27, 2006

VIA FACSIMILE

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:

In connection with the letter delivered to the
Securities and Exchange Commission (the “Commission”) by Netlist, Inc., a
Delaware corporation (the “Company”) on November 27, 2006, requesting that the
effective date of its Registration Statement on Form S-1 (the “Filing”) be
accelerated, and as requested by the Commission in its letter to the Company
dated September 12, 2006, the Company acknowledges that:

·                  Should the
Commission or the staff, acting pursuant to delegated authority, declare the
Filing effective, it does not foreclose the Commission from taking any action
with respect to the Filing;

·                  The action of
the Commission or the staff, acting pursuant to delegated authority, in
declaring the Filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Filing;
and

·                  The Company may
not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Sincerely yours,

  NETLIST, INC.

  By:

  /s/ Lee Kim

  Lee Kim

  Vice President, Chief Financial Officer

  and Secretary

SecProbe.io