Correspondence 0001193125-23-232358 from ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239) (ARM)
ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239)
Date: Sept. 11, 2023 · CIK: 0001973239 · Accession: 0001193125-23-232358
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File numbers found in text: 333-274120
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CORRESP 1 filename1.htm CORRESP Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 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 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 September 11, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jenny O’Shanick, Erin Purnell Re: Arm Holdings plc Registration Statement on Form F-1 Filed August 21, 2023, as amended File No. 333-274120 Dear Ms. O’Shanick and Ms. Purnell: 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 Arm Holdings plc (formerly known as Arm Holdings Limited) (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on Wednesday, September 13, 2023 or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Morrison & Foerster LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. 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 securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * Very truly yours, BARCLAYS CAPITAL INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC MIZUHO SECURITIES USA LLC as representatives of the several underwriters BARCLAYS CAPITAL INC. By: /s/ Tom Swerling Name: Tom Swerling Title: Managing Director GOLDMAN SACHS & CO. LLC By: /s/ William Connolly Name: William Connolly Title: Partner, Managing Director | Equity Capital Markets J.P. MORGAN SECURITIES LLC By: /s/ Nadine Yang Name: Nadine Yang Title: Executive Director MIZUHO SECURITIES USA LLC By: /s/ Richard R. Soto Name: Richard R. Soto Title: Managing Director [Signature Page to Underwriters’ Acceleration Request Letter]