Correspondence 0001628280-23-032415 from Klaviyo, Inc. (KVYO) (CIK 0001835830) (KVYO)
Klaviyo, Inc. (KVYO) (CIK 0001835830)
Date: Sept. 18, 2023 · CIK: 0001835830 · Accession: 0001628280-23-032415
AI Filing Summary & Sentiment
File numbers found in text: 333-274211
Letter
VIA EDGAR SUBMISSION Division of Corporation Finance Attention: Austin Pattan File No. 333-274211 Acceleration Request Requested Date: September 19, 2023 Requested Time: 4:00 p.m., Eastern Time
Dear Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Series A common stock, as many copies of the preliminary prospectus of Klaviyo, Inc. (the “Registrant”) as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned Representatives, 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.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 19, 2023, or such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
Very truly yours,
GOLDMAN SACHS & CO. LLC
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CORRESP 1 filename1.htm Document September 18, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Registration Statement on Form S-1 File No. 333-274211 Acceleration Request Requested Date: September 19, 2023 Requested Time: 4:00 p.m., Eastern Time Dear Ladies and Gentlemen: Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Series A common stock, as many copies of the preliminary prospectus of Klaviyo, Inc. (the “Registrant”) as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned Representatives, 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. In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 19, 2023, or such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act. [Signature Page Follows] Very truly yours, GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC CITIGROUP GLOBAL MARKETS INC. As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement GOLDMAN SACHS & CO. LLC By: /s/ Will Connolly Name: Will Connolly Title: Partner MORGAN STANLEY & CO. LLC By: /s/ Rizvan Dhalla Name: Rizvan Dhalla Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Brian Truesdale Name: Brian Truesdale Title: Managing Director, Chairman of Global Technology Investment Banking cc: Andrew Bialecki, Klaviyo, Inc. Amanda Whalen, Klaviyo, Inc. Landon R. Edmond, Klaviyo, Inc. Cameron S. Vermette, Klaviyo, Inc. Craig M. Schmitz, Goodwin Procter LLP Kim S. de Glossop, Goodwin Procter LLP Kristin A. Gerber, Goodwin Procter LLP Frank F. Rahmani, Sidley Austin LLP Samir A. Gandhi, Sidley Austin LLP Helen Theung, Sidley Austin LLP