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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

AI Filing Summary & Sentiment

File numbers found in text: 333-274120

Date
September 11, 2023
Author
Not clearly detected
Form
CORRESP
Company
ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239)

Letter

VIA EDGAR Division of Corporation Finance 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.

Show Raw Text
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]