SEC Company Response from Upstart Holdings, Inc. (UPST) (CIK 0001647639) (UPST) — Apr 6, 2021
Upstart Holdings, Inc. (UPST) (CIK 0001647639)
Date: April 6, 2021 · CIK: 0001647639 · Accession: 0001193125-21-107811
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File numbers found in text: 333-255073
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CORRESP 1 filename1.htm CORRESP April 6, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Upstart Holdings, Inc. Registration Statement on Form S-1 (File No. 333-255073) 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 Upstart Holdings, Inc. that the effectiveness of the above-captioned Registration Statement, be accelerated to 5:00 p.m., Eastern Time, on April 8, 2021, or as soon thereafter as practicable. Pursuant to Rule 460 under the Act, please be advised 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. The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters that they have 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, GOLDMAN SACHS & CO. LLC BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. As Representatives of the Several Underwriters GOLDMAN SACHS & CO. LLC By: /s/ Rebecca Steinthal Name: Rebecca Steinthal Title: Managing Director BOFA SECURITIES, INC. By: /s/ Warren Fixmer Name: Warren Fixmer Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Alexander Ivanov Name: Alexander Ivanov Title: Managing Director [Signature Page to Underwriters’ Acceleration Request Letter]