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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

AI Filing Summary & Sentiment

File numbers found in text: 333-236367

Date
March 3, 2020
Author
Managing Director
Form
CORRESP
Company
Skillz Inc. (SKLZ) (CIK 0001801661)

Letter

Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 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

Show Raw Text
CORRESP
1
filename1.htm

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]