SecProbe.io

CORRESP
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 Document 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 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: James Lopez Tonya Aldave John Spitz Michael Henderson Re: Chime Financial, Inc. Registration Statement on Form S-1, as amended (File No. 333-287223) Request for Acceleration of Effective Date Requested Date: June 11, 2025 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 Chime Financial, Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-287223) so that it becomes effective as of 4:00 p.m. Eastern time on June 11, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, request by telephone that such Registration Statement be declared effective. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Act. 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, in connection with the proposed offering. * * * * 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/ Ambreen Sayed Name: Ambreen Sayed Title: Executive Director, Technology Investment Banking Division By: Goldman Sachs & Co. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director By: J.P. Morgan Securities LLC By: /s/ Alaoui Zenere Name: Alaoui Zenere Title: Managing Director 3 cc: Christopher Britt, Chime Financial, Inc. Adam Frankel, Chime Financial, Inc. Apple Palarca, Chime Financial, Inc. Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C. Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C. Colin G. Conklin, Wilson Sonsini Goodrich & Rosati, P.C. David K. Lam, Wachtell, Lipton, Rosen & Katz Steven R. Green, Wachtell, Lipton, Rosen & Katz Byron B. Rooney, Davis Polk & Wardwell LLP Marcel R. Fausten, Davis Polk & Wardwell LLP Emily Roberts, Davis Polk & Wardwell LLP 4