SEC Company Response from Casper Sleep Inc. (CIK 0001598674) — Feb 3, 2020
Casper Sleep Inc. (CIK 0001598674)
Date: Feb. 3, 2020 · CIK: 0001598674 · Accession: 0001104659-20-009506
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File numbers found in text: 333-235874
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CORRESP 1 filename1.htm February 3, 2020 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Attn: Geoff Kruczek Asia Timmons-Pierce Jeff Gordon John Cash Re: Casper Sleep Inc. Registration Statement on Form S-1 (File No. 333-235874) Request for Acceleration of Effective Date Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File No. 333- 235874) (as amended, the “Registration Statement”), of Casper Sleep Inc. (the “Company”), relating to the registration of the Company’s common stock, par value $0.000001 per share. In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we, as representatives of the several underwriters (the “Underwriters”), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on Wednesday, February 5, 2020, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 2,465 copies of the Preliminary Prospectus of the Registrant, dated January 27, 2020, from January 27, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others. We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Remainder of Page Intentionally Left Blank] Very truly yours, Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC Jefferies LLC As Representatives of the Several Underwriters MORGAN STANLEY & CO. LLC By: /s/ Justin Craig Name: Justin Craig Title: Executive Director GOLDMAN SACHS & CO. LLC By: /s/ Lindsay Drucker Mann Name: Lindsay Drucker Mann Title: Managing Director JEFFERIES LLC By: /s/ Michael Judlowe Name: Michael Judlowe Title: Managing Director [Signature Page to Acceleration Request]