Correspondence 0001193125-24-069616 from Astera Labs, Inc. (ALAB)
Astera Labs, Inc.
Date: March 18, 2024 · CIK: 0001736297 · Accession: 0001193125-24-069616
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File numbers found in text: 333-277205
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CORRESP 1 filename1.htm CORRESP March 18, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Angelini Sarah Sidwell Kevin Stertzel Andrew Blume Re: Astera Labs, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-277205 Requested Date: March 19, 2024 Requested Time: 4:00 P.M. Eastern Time 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 Astera Labs, Inc. (the “Company”) for the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its outside counsel, Goodwin Procter LLP 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, we, as representatives of the several underwriters, wish to advise you that 163 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from March 8, 2024 through the date hereof, to prospective underwriters, institutions, dealers 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. Thank you for your assistance in this matter. [Signature pages follow] Very truly yours, Acting severally on behalf of themselves and the several underwriters Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC By: /s/ Mitzi Madrid Diaz Name: Mitzi Madrid Diaz Title: Executive Director Very truly yours, Acting severally on behalf of themselves and the several underwriters Morgan Stanley & Co. LLC J.P. Morgan Securities LLC J.P. Morgan Securities LLC By: /s/ Greg Chamberlain Name: Greg Chamberlain Title: Managing Director