SEC Company Response from Skillz Inc. (SKLZ) (CIK 0001801661) (SKLZ) — Mar 3, 2020
Skillz Inc. (SKLZ) (CIK 0001801661)
Date: March 3, 2020 · CIK: 0001801661 · Accession: 0001104659-20-028716
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File numbers found in text: 333-236367
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CORRESP
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Goldman Sachs & Co. LLC
200 West Street,
New York, New York 10282
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
March 3, 2020
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation
Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: William
Demarest
Re: Flying Eagle Acquisition Corp. (the “Company”)
Registration Statement on Form
S-1 (Registration No. 333-236367)
Dear Demarest:
In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request
of Flying Eagle Acquisition Corp. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended
through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”)
to 4:00 p.m. Eastern Time, on March 5, 2020, or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Winston & Strawn LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to
Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 3,000
copies of the preliminary prospectus dated March 3, 2020 (the “Preliminary Prospectus”) between the date hereof and
March 5, 2020 to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as representative 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.
[Signature
Page Follows]
Very truly yours,
GOLDMAN SACHS & CO. LLC
By:
/s/ Olympia McNerney
Name:
Olympia McNerney
Title:
Managing Director
DEUTSCHE BANK SECURITIES INC.
By:
/s/ Ravi Raghunathan
Name:
Ravi Raghunathan
Title:
Managing Director
By:
/s/ Brandon Sun
Name:
Brandon Sun
Title:
Director
[Signature Page to Acceleration Request Letter]