Correspondence 0001104659-23-068038 from Mobileye Global Inc. (MBLY)
Mobileye Global Inc.
Date: June 5, 2023 · CIK: 0001910139 · Accession: 0001104659-23-068038
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CORRESP
1
filename1.htm
June 5,
2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re: Mobileye
Global Inc.
Registration Statement on Form S-1
CIK No. 0001910139
Attn:
Ms. Ishmukhamedova and Mr. Kauten
Ladies
and Gentlemen:
In
connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities Act of 1933, as amended (the
“Act”), we wish to advise 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.
The
undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.
In
accordance with Rule 461 under the Act, we, as representatives of the several prospective underwriters, hereby join in the request
of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern Time, on
June 7, 2023, or as soon thereafter as practicable, or at such other time as the Registrant or its counsel may request by telephone
call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.
[Signature
page follows.]
Very
truly yours,
GOLDMAN
SACHS & CO. LLC
MORGAN
STANLEY & CO. LLC
As
Representatives of the
Several
Prospective Underwriters
GOLDMAN
SACHS & CO. LLC
By:
/s/ William Connolly
Name: William Connolly
Title: Managing Director
MORGAN
STANLEY & CO. LLC
By: /s/ Rizvan Dhalla
Name: Rizvan Dhalla
Title: Managing Director
[Signature
Page to Underwriters’ Acceleration Request Letter]