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CORRESP Filing

Omada Health, Inc.
Date: June 3, 2025 · CIK: 0001611115 · Accession: 0001193125-25-134119

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 333-287156

Date
June 3, 2025
Author
By
Form
CORRESP
Company
Omada Health, Inc.

Letter

Re: Omada Health, Inc. Registration Statement on Form S-1, as amended (File No. 333-287156) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Omada Health, Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on June 5, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission that such Registration Statement be declared effective.

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 June 3, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010

Attn:

Julie Sherman

Li Xiao

Juan Grana

Lauren Nguyen

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. 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.

Very truly yours,
Morgan Stanley & Co. LLC Goldman Sachs & Co.
LLC J.P. Morgan Securities LLC
As representatives of the several Underwriters listed in Schedule
I of the Underwriting Agreement
By:

Show Raw Text
CORRESP
 1
 filename1.htm

 CORRESP

 Morgan Stanley & Co. LLC
 1585 Broadway New York, New York 10036
 Goldman Sachs & Co. LLC 200 West Street
 New York, New York 10282 J.P. Morgan Securities LLC
 383 Madison Avenue New York, New York 10179
 June 3, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-6010

 Attn:

 Julie Sherman

 Li Xiao

 Juan Grana

 Lauren Nguyen

 Re:
 Omada Health, Inc.
 Registration Statement on Form S-1, as amended (File No. 333-287156)
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Omada Health, Inc. (the “ Company ”) for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on June 5, 2025, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish
to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus. 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.
 2

 Very truly yours,
 Morgan Stanley & Co. LLC Goldman Sachs & Co.
LLC J.P. Morgan Securities LLC
 As representatives of the several Underwriters listed in Schedule
I of the Underwriting Agreement

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Chris Rigoli

 Name: Chris Rigoli

 Title: Managing Director

 By:

 Goldman Sachs & Co. LLC

 By:

 /s/ Danielle Freeman

 Name: Danielle Freeman

 Title: Managing Director

 By:

 J.P. Morgan Securities LLC

 By:

 /s/ Benjamin Burdett

 Name: Benjamin Burdett

 Title: Managing Director, Head of HC ECM
 [ Signature Page to Underwriters’ Acceleration Request ]