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 Document Pattern Group Inc. 1441 West Innovation Way, Suite 500 Lehi, UT 84043 VIA EDGAR June 15, 2026 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention:      Alyssa Wall Re: Pattern Group Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-296775 Requested Date: June 16, 2026 Requested Time: 5:30 p.m., Eastern Time Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Pattern Group Inc. (the “ Company ”) hereby requests that the effective date and time of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to June 16, 2026 at 5:30 p.m., Eastern Time, or such later time as the Company 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 (the “ Commission ”). Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Stuart Ogg at (650) 752-3295. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Stuart Ogg. If you have any questions regarding this request, please contact Stuart Ogg of Goodwin Procter LLP at (650) 752-3295. Signature page follows. Sincerely, PATTERN GROUP INC. By: /s/ David Wright Name: David Wright Title: Chief Executive Officer cc: Ben Craven, Pattern Group Inc. W. Stuart Ogg, Goodwin Procter LLP Micheal J. Reagan, Goodwin Procter LLP Julia R. White, Goodwin Procter LLP Tad J. Freese, Latham &Watkins LLP Marc D. Jaffe, Latham &Watkins LLP Brent T. Epstein, Latham &Watkins LLP

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 Document June 15, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attention:     Alyssa Wall Re: Pattern Group Inc. Registration Statement on Form S-1, as amended File No. 333-296775 Acceleration Request Requested Date: June 16, 2026 Requested Time: 5:30 P.M., Eastern Time To the addressees set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), we, as representatives of the several underwriters, hereby join in the request of Pattern Group Inc. (the “ Company ”) for acceleration of the effective time of the above-referenced registration statement (the “ Registration Statement ”), requesting effectiveness as of 5:30 P.M., Eastern Time, on June 16, 2026, or at such later time as the Company or its outside counsel, Goodwin Procter LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives 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, J.P. MORGAN SECURITIES LLC GOLDMAN SACHS & CO. LLC As representatives of the several underwriters J.P. MORGAN SECURITIES LLC By:  /s/ Edward Byun Name: Edward Byun Title: Global Head of Technology ECM GOLDMAN SACHS & CO. LLC By:  /s/ William Connolly Name: William Connolly Title: Co-Head of Equity Capital Markets [Signature Page to Underwriters’ Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2026

David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043

 Re: Pattern Group Inc.
 Draft Registration Statement on Form S-1
 Submitted June 2, 2026
 CIK No. 0001811935
Dear David Wright:
 This is to advise you that we do not intend to review your registration
statement.
 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: W. Stuart Ogg
</TEXT>
</DOCUMENT>

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Document

Stuart Ogg

+1 650 752 3295

SOgg@goodwinlaw.com

 Goodwin Procter

601 Marshall Street

Redwood City, CA 94063

goodwinlaw.com

+1 650 752 3100

September 18, 2025

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C.  20549

Attention:        Rufus Decker

Kate Beukenkamp

Dietrich King

Scott Stringer

Angela Lumley

Re:       Pattern Group Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed September 17, 2025

File No. 333-289810

Dear Staff:

This letter is submitted on behalf of Pattern Group Inc. (the “Company”) in response to the oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) on September 17, 2025 with respect to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on September 17, 2025 (the “Registration Statement”).  The Company is concurrently filing an Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes that reflect the response to the Staff’s comments.

Unless otherwise indicated, the page references in the response refer to the Amended Registration Statement.  All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

The response provided herein is based upon information provided to Goodwin Procter LLP by the Company.

Summary Consolidated Financial and Other Data, page 17

1.Stock-based compensation expense related to RSUs.

The Company provides the following supplemental description of the impact of the pro forma adjustment to record stock-based compensation expense related to RSUs contained in the tabular disclosure describing unaudited pro forma net income (loss) per share attributable to Series A and Series B common stockholders, basic and diluted, for the periods set forth in the table beginning on page 18 of the Amended Registration Statement.

Securities and Exchange Commission

September 18, 2025

Page 2

As discussed with the Staff, stock-based compensation in the pro forma periods presented are shown net of cumulative tax benefit for both periods.  For the pro forma presentation of fiscal year ended December 31, 2024, the net cumulative stock-based compensation expense was $15.2 million, as shown in the Amended Registration Statement table beginning on page 18.  This cumulative stock-based compensation expense includes RSU issuances going back over several years, where the grant date fair value of the awards was lower than recent periods.  For the period ended June 30, 2025, the Company included an additional $17.5 million of net stock-based compensation expense, due in part to the satisfaction of service-based vesting conditions of existing RSUs and additional RSU grants during that six-month period.  The larger net stock-based compensation expense for the six month pro forma period ended June 30, 2025 compared to the year ended December 31, 2024 was due in part to the recency of the awards and higher grant date fair value of the more recent awards that reflected the increased equity value of the Company compared to the awards that were made in earlier years in the Company’s history that are reflected in the pro forma net income (loss) for the year ended December 31, 2024.

The Company has further revised the tabular disclosure in the Amended Registration Statement to show the Company’s calculation of the numerator adjustment for the pro forma stock-based compensation expense related to RSUs for which the service-based condition has been satisfied and the liquidity event condition is expected to be satisfied in connection with this offering by bifurcating the stock-based compensation expense and the corresponding related income tax benefit into separate line items.  The Company respectfully refers the Staff to the revised disclosure on page 18 of the Amended Registration Statement.

The Company has considered the Staff’s comments and in response has also revised the Company’s pro forma Consolidated Balance Sheet included on page 19 of the Amended Registration Statement.  Previously, the stock-based compensation expense related to RSUs for which the service-based condition has been satisfied, and the liquidity event condition is expected to be satisfied in connection with this offering, was presented pre-tax within the pro forma Consolidated Balance Sheet.  In accordance with the bifurcation of stock-based compensation expense and the corresponding related income tax benefit discussed above, the stock-based compensation expense has been revised in the Consolidated Balance Sheet to be presented net of the income tax benefit.  The Company respectfully refers the Staff to the revised disclosure on page 19 of the Amended Registration Statement.

2.Expected treatment of Founder Preferred Stock terms modification in the Company’s third fiscal quarter of 2025.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that in August 2025, the Company, following approval by its board of directors upon the recommendation of a special committee of its board of directors, amended and restated its certificate of incorporation, resulting in a change in the conversion terms of the Founder Voting Preferred Stock and Founder Non-Voting Preferred Stock (together, the “Founder Preferred Stock”).  Under the revised terms, if the Company completes an IPO prior to December 31, 2025, the Founder Preferred Stock will convert into Series B common stock or Series A common stock, as applicable, at a ratio that limits the dilution impact on the holders of such stock to 3.33%, as a result of the special conversion ratio applicable to the Series B Preferred Stock in connection with an IPO, provided, no adjustment will be made for any incremental dilution that exceeds 9.00%

2

Securities and Exchange Commission

September 18, 2025

Page 3

The Company considered whether these changes should be accounted for as a modification or extinguishment of equity instruments.  The accounting literature does not address determining whether an amendment to an equity-classified preferred share is an extinguishment or a modification.  Although the guidance does not specify how to determine whether amendments to preferred shares are extinguishments, it does prescribe the accounting treatment once determined to be an extinguishment.  The Company established an accounting policy to assess the modification or extinguishment of equity-classified preferred shares based on a qualitative analysis, with a focus on the reason for the amendments, and circumstances of the change in terms.  The evaluation includes the consideration of both the expected economics as well as the business purpose for the amendment.  An amendment that does not meet the criteria to be considered a substantial change in the relationship with the investor is considered a modification.

Given the nature of the amendment, and intention of the parties to facilitate an IPO by protecting against excess dilution from the Series B Preferred Stock conversion, the Company concluded that modification accounting is appropriate.  There is no specific guidance outlining how to treat a modification to preferred shares.  Given the lack of explicit guidance, judgment should be applied in effectuating appropriate methodology based on the specific facts.  There are two accounting models that may be useful to consider by analogy:

•Modification of debt generally provides for prospective treatment by establishing a new effective interest rate

•Modification of share-based payment awards in accordance with ASC 718-20-35-3 provides for any incremental fair value associated with the modified terms to be recognized while decreases in fair value are not recognized

As the shares of Founder Preferred Stock are not debt-like in nature, the Company concluded that the share-based payment award modification model should be applied by analogy.  The Company, therefore, will recognize the incremental fair value associated with the modified terms of the shares of Founder Preferred Stock as a non pro rata distribution classified as an other expense that will reduce pro forma net income (loss) attributable to Series A and Series B common stockholders for the year ended December 31, 2024 and will therefore revise the Company’s disclosure to reflect the estimated expected charge to be incurred in the Company’s fiscal quarter ended September 30, 2025.

The Company respectfully refers the Staff to the revised disclosure on page 18 of the Amended Registration Statement where an incremental adjustment to the numerator of $32.6 million has been recorded to pro forma earnings per share for the year ended December 31, 2024.  The Company has added a footnote stating that the amount of this adjustment is based on a preliminary estimate and that the amount of the final adjustment may differ upon completion of the valuation work associated with the August 2025 modification.  The Company has considered the Staff’s comments and in response has also revised the Company’s pro forma Consolidated Balance Sheet included on page 19 of the Amended Registration Statement.

3.Treatment of the Series B Preferred Stock Conversion at the IPO.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that, with respect to the original issuance of its Series B Preferred Stock in September 2021, the Company assessed the features of the instrument and concluded that the Series B Preferred Stock

3

Securities and Exchange Commission

September 18, 2025

Page 4

is a redeemable equity security because these instruments contained a deemed liquidation redemption feature that was not solely within the Company’s control.  The Company therefore followed the SEC redeemable equity guidance and classified the Series B Preferred Stock within temporary equity at the issuance date fair value after offering costs.

Subsequent to initial recognition, the Company has continuously reassessed the probability of redemption for the Series B Preferred Stock, and in all cases concluded that it is not currently redeemable or probable of becoming redeemable in the future.  Subsequent measurement of the carrying value has therefore not occurred since issuance.

Upon IPO, pursuant to the Company’s existing amended and restated certificate of incorporation, the Series B Preferred Stock will automatically convert into Series A Common Stock on the terms of the Series B Preferred Special Conversion Ratio.  In concluding on the appropriate accounting treatment for the Series B Preferred Stock at conversion, the Company considered the illustrative accounting example No. 3-12 in Section 3.2.2.6.2.1 of Deloitte’s Earnings per Share Roadmap (June 2024).  The illustrative guidance in the Roadmap indicates that when a holder exercises the fixed-percentage conversion, the settlement reflects a “redemption” of the convertible preferred stock.  In these circumstances, the guidance in ASC 260-10-S99-2 is applied and the incremental fair value of the consideration transferred (i.e., the fair value of the Series A Common Stock issued) over the carrying value of the Series B Preferred Stock represents an adjustment to the pro forma net income (loss) attributable to Series A and Series B common stockholders for the purposes of calculating earnings per share.

Applying this illustrative guidance to the present circumstances, the Company expects that the holders of Series B Preferred Stock will redeem their Series B Preferred Stock into a variable number of shares of the Series A Common Stock equal to a fixed amount by use of the Series B Preferred Special Conversion Ratio (i.e., the fixed-percentage option).  Therefore, the Company will revise its presentation of pro forma earnings per share to reflect the difference between the redemption value of the Series B Preferred Stock and their carrying value as a deemed dividend that will reduce pro forma net income (loss) per share attributable to Series A and Series B common stockholders in the calculation of pro forma earnings per share.

The Company respectfully refers the staff to the revised disclosure of page 18 of the Amended Registration Statement where an incremental adjustment to the numerator of $231.3 million has been recorded to pro forma earnings per share for the year ended December 31, 2024.  The Company has considered the Staff’s comments and in response has also revised the Company’s pro forma Consolidated Balance Sheet included on page 19 of the Amended Registration Statement.

Signature Page Follows.

4

Securities and Exchange Commission

September 18, 2025

Page 5

If you should have any questions concerning the enclosed matters, please contact the undersigned at (650) 752-3295 or SOgg@goodwinlaw.com.

Sincerely,

/s/ W. Stuart Ogg

W. Stuart Ogg, Goodwin Procter LLP

cc: David Wright, Pattern Group Inc.

 Benjamin M. Craven, Pattern Group Inc.

 Micheal J. Reagan, Goodwin Procter LLP

 Julia R. White, Goodwin Procter LLP

 Tad J. Freese, Latham &Watkins LLP

 Marc D. Jaffe, Latham &Watkins LLP

 Brent T. Epstein, Latham &Watkins LLP

5

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Document

Stuart Ogg

+1 650 752 3295

SOgg@goodwinlaw.com

 Goodwin Procter

601 Marshall Street

Redwood City, CA 94063

goodwinlaw.com

+1 650 752 3100

September 17, 2025

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C.  20549

Attention:        Kate Beukenkamp

Dietrich King

Scott Stringer

Angela Lumley

Re:       Pattern Group Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed September 10, 2025

File No. 333-289810

Dear Staff:

This letter is submitted on behalf of Pattern Group Inc. (the “Company”) in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on September 10, 2025 (the “Registration Statement”), as set forth in your letter dated September 16, 2025 addressed to David Wright, Chief Executive Officer of the Company (the “Comment Letter”).  The Company is concurrently filing an Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes that reflect the response to the Staff’s comment.

For reference purposes, the text of the Comment Letter has been reproduced herein with the response below the numbered comment.  For your convenience, we have italicized the reproduced Staff comment from the Comment Letter.  Unless otherwise indicated, the page reference in the description of the Staff’s comment refers to the Registration Statement, and the page references in the response refer to the Amended Registration Statement.  All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

The response provided herein is based upon information provided to Goodwin Procter LLP by the Company.

Securities and Exchange Commission

September 17, 2025

Page 2

Summary Consolidated Financial and Other Data, page 17

1.Please explain in detail how you derived the numerator and denominator of your pro forma net earnings (loss) per share calculations.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has set forth below in tabular format the Company’s calculations of pro forma net earnings and the weighted average shares of common stock used to compute the numerator and denominator of pro forma earnings per share. The adjustments to calculate pro forma earnings per share reflect the adjustments to both the numerator and denominator, including:

•Adjustments to Numerator (net income attributable to common and preferred stockholders):

◦Reversing the Series B Preferred Stock undeclared dividend: the Company has reversed the undeclared dividends and accretion related to a guaranteed dividend that the Series B Preferred Stockholders would no longer be entitled to after the Series B Preferred Stock Conversion and the Common Stock Reclassification. A commensurate adjustment to the denominator reflects the Series B Preferred Stock Conversion and the Common Stock Reclassification.

◦Net income allocable to Series A Preferred Stock: the Company has reversed the net income allocable to Series A Preferred Stock as a result of the Series A Preferred Stock Conversion and the Common Stock Reclassification. A commensurate adjustment to the denominator reflects the Series A Preferred Stock Conversion and the Common Stock Reclassification.

◦Record stock-based compensation expense related to RSUs for which the service-based conditions have been satisfied and liquidity event condition is expected to be satisfied in connection with this offering. A commensurate adjustment to the denominator reflects the settlement of vested RSUs as of the date of the prospectus.

•Adjustments to Denominator:

◦The Common Stock Reclassification.

◦The Series A Preferred Stock Conversion.

◦The Series B Preferred Stock Conversion.

◦The settlement of vested RSUs as of the date of the prospectus.

◦The Founder Preferred Stock Reclassifications.

2

Securities and Exchange Commission

September 17, 2025

Page 3

 Year Ended December 31,

  Six Months Ended June 30,

(in thousands, except per share data)

 2024

  2025

Numerator:

Net income attributable to common and preferred stockholders

 $ 42,491    $ 32,083

Pro forma adjustment to reverse the Series B Preferred Stock dividend - undeclared

 17,992    8,922

Pro forma adjustment to reverse the income allocable to participating Series A Preferred Stock

 7,373    5,578

Pro forma adjustment to record stock-based compensation expense related to RSUs for which the service-based condition has been satisfied and the liquidity event condition is expected to be satisfied in connection with this offering

 (15,273)   (17,533)

Pro forma net income attributable to Series A and Series B common stockholders - basic and diluted

 $ 52,583    $ 29,050

Denominator:

Pro forma adjustment to reflect the Common Stock Reclassification

 3,799    3,799

Pro forma adjustment to reflect the Series A Preferred Stock Conversion

 15,750    15,750

Pro forma adjustment to reflect the Series B Preferred Stock Conversion

 32,129    32,129

Pro forma adjustment to reflect the settlement of vested RSUs as of the date of this prospectus

 13,598    13,598

Pro forma adjustment to reflect the Founder Preferred Stock Reclassifications

 105,835    105,835

Pro forma weighted average common shares used in computing pro forma net earnings per share attributable to Series A and Series B common stockholders, basic(1)

 171,111    171,111

Pro forma effect of dilutive securities (RSUs)

 5,413    6,546

Pro forma weighted average common shares used in computing pro forma net earnings per share attributable to Series A and Series B common stockholders, diluted(2)

 176,524    177,657

Pro forma net earnings per share attributable to Series A and Series B common stockholders

Basic

 $ 0.31    $ 0.17

Diluted

 $ 0.30    $ 0.16

(1) The pro forma weighted average common shares used in computing pro forma net earnings per share attributable to Series A and Series B common stockholders, basic includes 149,408,674 shares of Series A common stock and 21,702,512 shares of Series B common stock as of June 30, 2025, after giving effect to the Reclassifications and the Convertible Preferred Stock Conversion.

(2) The pro forma weighted average common shares used in computing pro forma net earnings per share attributable to Series A and Series B common stockholders, diluted includes 155,954,964 shares of Series A common stock and 21,702,512 shares of Series B common stock as of June 30, 2025, after giving effect to the Reclassifications and the Convertible Preferred Stock Conversion.

Each of the Series B Preferred Stock Conversion and Founder Stock Reclassifications gives effect to certain anti-dilution adjustments based on the initial public offering price pursuant to the Company’s amended and restated certificate of incorporation as currently in effect and are shown based on the assumed midpoint of the estimated initial public offering price range of $14.00 per share as described in the Amended Registration Statement. For the descriptions and definitions of the terms Common Stock Reclassification, Series A Preferred Stock Conversion, Series B Preferred Stock Conversion and Founder Preferred Stock Reclassifications, the Company refers the Staff to pages 15 and 16 of the Amended Registration Statement. The Company advises the Staff that it has revised the disclosure on page 18 of the Amended Registration Statement in response to the Staff’s comment.

Signature Page Follows.

3

Securities and Exchange Commission

September 17, 2025

Page 4

If you should have any questions concerning the enclosed matters, please contact the undersigned at (650) 752-3295 or SOgg@goodwinlaw.com.

Sincerely,

/s/ W. Stuart Ogg

W. Stuart Ogg, Goodwin Procter LLP

cc: David Wright, Pattern Group Inc.

 Benjamin M. Craven, Pattern Group Inc.

 Micheal J. Reagan, Goodwin Procter LLP

 Julia R. White, Goodwin Procter LLP

 Tad J. Freese, Latham &Watkins LLP

 Marc D. Jaffe, Latham &Watkins LLP

 Brent T. Epstein, Latham &Watkins LLP

4

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September 17, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

Attention:

 Kate Beukenkamp

 Dietrich King

 Scott Stringer

 Angela Lumley

Re: Pattern Group Inc.

Registration Statement on Form S-1, as amended

File No. 333-289810

Acceleration Request

Requested Date: September 18, 2025

Requested Time: 4:00 P.M. Eastern Time

To the addressees set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters, hereby join in the request of Pattern Group Inc. (the “Company”) for acceleration of the effective time of the above-referenced registration statement (the “Registration Statement”), requesting effectiveness as of 4:00 P.M., Eastern Time, on September 18, 2025, or at such later time as the Company or its outside counsel, Goodwin Procter LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives 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

  J.P. MORGAN SECURITIES LLC

  As representatives of the several underwriters

  GOLDMAN SACHS & CO. LLC

  By:

 /s/ William Connolly

  Name: William Connolly

  Title: Managing Director

  J.P. MORGAN SECURITIES LLC

  By:

 /s/ Alice Takhtajan

  Name: Alice Takhtajan

  Title: Managing Director

[Signature Page to Underwriters’ Acceleration Request]

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Pattern Group Inc.

1441 West Innovation Way, Suite 500

Lehi, UT 84043

VIA EDGAR

September 17, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:          Kate Beukenkamp

Dietrich King

Scott Stringer

Angela Lumley

Re:       Pattern Group Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-289810

Requested Date: September 18, 2025

Requested Time: 4:00 p.m., Eastern Time

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Pattern Group Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 18, 2025 at 4:00 p.m., Eastern Time, or such later time as the Company 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 (the “Commission”).  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.  Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Stuart Ogg at (650) 752-3295.  We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Stuart Ogg.

If you have any questions regarding this request, please contact Stuart Ogg of Goodwin Procter LLP at (650) 752-3295.

Signature page follows.

Sincerely,

PATTERN GROUP INC.

By:  /s/ David Wright

Name:  David Wright

Title:  Chief Executive Officer

cc:    Benjamin M. Craven, Pattern Group Inc.

W. Stuart Ogg, Goodwin Procter LLP

Micheal J. Reagan, Goodwin Procter LLP

Julia R. White, Goodwin Procter LLP

Tad J. Freese, Latham &Watkins LLP

Marc D. Jaffe, Latham &Watkins LLP

Brent T. Epstein, Latham &Watkins LLP

September 16, 2025
David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043
Re:Pattern Group Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 10, 2025
File No. 333-289810
Dear David Wright:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 25, 2025 letter.
Amendment No.1 to Registration Statement on Form S-1
Summary Consolidated Financial and Other Data, page 17
1.Please explain in detail how you derived the numerator and denominator of your pro
forma net earnings (loss) per share calculations.

September 16, 2025
Page 2
            Please contact Scott Stringer at 202-551-3272 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Stuart Ogg

February 25, 2025
David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043
Re:Pattern Group Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 4, 2025
CIK No. 0001811935
Dear David Wright:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 13, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Technology
Artificial Intelligence, page 6
1.We note your response to prior comment 20. Please provide a cross-reference here to
your discussion under the subheading "Artificial Intelligence" on page 92, which
discusses in greater detail this technology and your platform.

February 25, 2025
Page 2
Management's Discussion and Analysis...
Overview, page 68
2.We note your response to prior comment 12. For balance and consistency, please
restore the paragraph beginning "In the year ended December 31, 2023, we generated
revenue of $1,366 million..." to include narrative regarding your net income as well as
adjusted EBITDA as reflected in this paragraph beginning with the same language on
page 4.
Identification and onboarding of new brand partners, page 71
3.Please update your graph here titled "Revenue Over Time - New vs. Existing" to
include data for the year ended 2024. Additionally, please revise the chart, if true,
to make clear that the years represented are fiscal years. Similarly, review your chart
immediately above on page 70 and titled "Cohort Revenue Over Time."
Our Competition, page 103
4.We note your response to prior comment 23 and reissue in part. For general context
and so investors may better understand the business and industry in which you
operate, please revise to provide examples of companies that "may offer alternate
solutions" even if "many only address specific sections of the e-commerce
acceleration value chain," including a brief description of how these companies differ
from your own "holistic solution" or scale of operations as appropriate.
            Please contact Scott Stringer at 202-551-3272 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Stuart Ogg

January 13, 2025
David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043
Re:Pattern Group Inc.
Draft Registration Statement on Form S-1
Submitted December 16, 2024
CIK No. 0001811935
Dear David Wright:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 16, 2024
Prospectus Summary
How We Do What We Do, page 3
1.Please revise your disclosure to briefly expand your discussion of the meaning of the
statement "ecommerce complexity cannot currently be solved." We note
your statements above that point to the ecommerce marketplace as currently
significant and continuing to grow at a CAGR of 9.3% from 2024 to 2028 as well as
the continued shift in sales from brick-and-mortar stores to ecommerce suggesting a
robust and growing marketplace of which you are a participant generating revenues
and net income.

January 13, 2025
Page 2
Our Results, page 4
2.For balance and context, please revise your chart here and elsewhere throughout your
prospectus representing the growth of revenues from 2017-2023, or otherwise provide
a balanced graphic representation of your net (loss) income for the same periods. We
note your narrative disclosure discussing both revenues and net (loss) income for
certain periods immediate above.
Our Platform, page 5
3.Please revise to provide graphics that are easily legible as well as provide a brief,
narrative disclosure providing appropriate context as to what the two graphics here
represent in relation to your platform, business generally or otherwise.
Our Competitive Strengths, page 7
4.Revise your disclosure here and elsewhere are appropriate, for example in your
Business section, to discuss the challenges, including competition and competitors,
you face with an eye towards balancing your discussion of your competitive strengths,
market opportunity and growth strategies.
Controlled Company, page 10
5.Revise your disclosure here and elsewhere as appropriate to state whether you intend
to take advantage of the exemptions from corporate governance requirements that are
available to you as a controlled company. We note that, with regard to the exemption
for director independence, you state here that you do expect to have five independent
directors upon the closing of this offering, all of whom will qualify as independent for
audit committee purposes as well as your statement that you "may rely on" these
exemptions.
Risk Factors
Risks Related to Our Business
Our technology relies in part on the use of comprehensive marketplace data..., page 19
6.Please revise this risk factor and your disclosure throughout your prospectus to clarify
specifically what you are referring to when you discuss "our technology" and whether
this is a reference to your artificial intelligence platform. Additionally, revise to
provide a more detailed discussion regarding the specific data points or types of data
your artificial intelligence platform collects and utilizes to build your data sets. We
note your discussion of scraping data, for example from certain identified sources.
Clarify whether your AI or machine learning models use outside data sources, such as
publicly available datasets, or if they are closed-loop systems. We note your use of
data collected from website scraping and other data "collected from marketplaces and
other third parties."
If we are unable to accurately forecast consumer demand, manage our inventory and plan for
future expenses..., page 23
Please revise this risk factor to provide a separate stand-alone risk factor for the
discussion regarding political and economic stability. In this regard, it appears that 7.

January 13, 2025
Page 3
this risk factor appears to encompass a broad array of topics including external forces
beyond your business relationships and industry (e.g., international trade restrictions).
Further, please expand your discussion of the political, economic and financial
instability that may adversely impact you and your brand partners by providing brief
examples or discussion of relevant topics that are tied to your current brand partner
relationships and global business operating environment. We note your risk factor
beginning "Changes in international trade policies or tariffs and rising political
tensions, particularly between the United States and China,..." on page 38.
Our operating history may make evaluation of our future prospects difficult., page 27
8.Please revise to briefly expand your discussion of your operating history. In this
regard, you state that you "launched in 2013" and have "since expanded our solutions
and brand products." However, it is not clear from this statement how your operating
history is limited (as you have been in operation for more than 11 years) or what
business developments transpired or how your business has evolved since 2013 that
would result in the risk of future prospects being difficult. In this regard, we note your
disclosure in the risk factor beginning "Our business suffers when we are unsuccessful
in making, integrating and maintaining acquisition and investments," where you state
you have "acquired and invested in a number of companies..." on page 34.
Restrictions in our revolving credit facility could adversely affect our operating flexibility.,
page 35
9.Please revise your risk factor here to provide additional detail regarding the terms and
covenants in your revolving credit facility, including but not limited to "certain
financial ratios" and the current status of your compliance with these covenants.
Further, please file as an exhibit to the registration statement the Third Amended and
Restated Credit Agreement dated July 16, 2019. We note your disclosure under
"Credit Facility" on page 82.
Our international operations subject us to additional costs and risks that can adversely affect
our business..., page 36
10.Please revise your discussion here to provide a reasonable amount of detail regarding
specific countries, regions and/or continents where you conduct business operations or
plan to expand your international operations and the associated risks so as to provide
investors with a clear understanding of the risks specific to your business activities
and operations.
Industry and Market Data, page 60
11.If any of the reports or other information provided here or elsewhere in prospectus has
been commissioned by you, please disclose the same, identify the relevant party and
file a consent for the applicable third party. Further, please include any necessary or
intended industry or market data appropriate for disclosure in connection with your
business and operating industry. In this regard, it appears that certain information and
discussion may been inadvertently omitted from this section.

January 13, 2025
Page 4
Management's Discussion and Analysis...
Overview, page 69
12.Please revise your disclosure here and elsewhere as appropriate throughout your
prospectus to limit the use of repetitive disclosure focused on promotional narrative of
your business as well as business jargon, marketing or promotional language,
including in your discussion of your business activities and operations and financial
results. In this regard, we note that the subsection titled "Our Results" discusses your
beliefs regarding the value proposition you provide to the market and your brand
partners, rather than an objective discussion and analysis of material information
relevant to an assessment of your financial condition and results of operations. We
note that your discussion of certain financial information begins on page 76 under the
subheading "Components of Results of Consolidated Operations" and that much of
this same information is disclosed both in your prospectus summary and your
Business sections. Consider whether certain sections of your disclosure here are better
disclosed in your "Industry and Market Data" or "Business" sections. Refer to Item
303 of Regulation S-K.
Our Contractual Arrangements, page 72
13.We note that you enter into contractual arrangements that grant you "the right to
purchase products from brand partners at pre-determined prices and the exclusive
rights to sell those products on marketplaces as their ecommerce acceleration
solution." Please revise your disclosure to state whether these agreements are written,
discuss the key terms, including duration, of the agreements and file any material
agreements as applicable under Item 601(b)(10) of Regulation S-K. We note your
disclosure that, if a brand partner seeks to terminate a contract, they are generally
obligated to repurchase excess inventory from you.
Key Business Metric and Non-GAAP Financial Measure
Net Revenue Retention Rate, page 75
14.Please revise your disclosure here and elsewhere as applicable to include the Net
Revenue Retention rate (NRR) for the fiscal year ended December 31, 2024 as it
becomes available. Additionally, please revise your chart here to provide additional
contextual information regarding the data disclosed, for example, indicating that the
years presented as fiscal years ended December 31 and whether the percentages (i.e.,
107% and 115%) account for all brand partners, or whether certain or some brand
partners that would otherwise have data available to complete the NRR calculation for
the applicable period have been excluded, for example, certain categories of products,
partners, or marketplaces. We note your sentence stating that "[c]urrent period
revenues includes expansion, contraction and attrition during the current period..."
Adjusted EBITDA, page 76
15.Please disclose the most directly comparable GAAP measure with equal or greater
prominence, whenever you present a non-GAAP measure. Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

January 13, 2025
Page 5
Credit Facility, page 82
16.We note your disclosure here that you Credit Facility is guaranteed by certain your
subsidiaries as well as a placeholder in your Exhibit Index for Exhibit 21.1. Please
revise your disclosure where appropriate to briefly discuss your corporate structure,
including a description of your subsidiaries and whether they are operating
subsidiaries conducting your business activities.
Historical Cash Flows
Investing Activities, page 82
17.Please revise your disclosure here and elsewhere as appropriate to briefly discuss the
acquisition of Current Technologies, LLC in fiscal year ended December 31, 2022,
including the reason for the acquisition as well as what customers, technologies or
other business assets or capabilities you acquired.
Business, page 85
18.Please revise this section and elsewhere throughout your prospectus to clearly
describe in a single section using a straightforward and direct narrative and, if
applicable, other graphic, diagram or table, the revenue generating business activities
that constitute your business and operations as well as a complete but concise
discussion of how each component generates revenue. In this regard, we note your
disclosure under "Monetize Incremental Solutions" and well as the table under "Our
Solutions" both on page 101.
Pattern is the Solution, page 86
19.Revise your graphic here and throughout your prospectus or otherwise disclose
whether the flags of nations represented under "Global Consumers" are all countries
where your business operates or otherwise conducts business or, alternatively, make
clear that this is intended only to represent the global marketplace of consumers
generally.
Our Technology
Artificial Intelligence, page 93
20.Please provide your definition of “artificial intelligence” in the context of your
business and enhance your disclosure to provide an update on the stage of product
development for your EXP data layer, or "ecommerce acceleration platform."
You reference that your platform leverages artificial intelligence, as well as various
machine learning, natural language processing engines and large language models
(LLMs). Please clarify what you mean by artificial intelligence and explain how it is
used in your platform and differs from simple algorithmic code that automates
processes in your platform. In addition, clarify here and throughout your disclosure
whether your platform utilizes third-party artificial intelligence products or internally
developed artificial intelligence processes. We note your disclosure regarding the
Insights Engine and Execution Engines as well as your disclosure on page 29 of the
Risk Factors section stating that you use "AI Technologies licensed from third parties"
to power your technology and your ability to continue to use such technologies at the 21.

January 13, 2025
Page 6
scale you need "may be dependent on access to specific third-party technology." Last,
please disclose whether you intend to develop proprietary technology, utilize open-
source technology, or license the use of such technology in the future.
Our Brand Partners, page 101
22.Revise your disclosure here and elsewhere throughout your disclosure as applicable to
provide examples of your "brand partners" or otherwise provide a more discrete and
specific description of what kind of entity constitutes a brand partner. Additionally,
please revise your disclosure throughout your prospectus to clearly, concisely and
consistently describe your role as a third-party seller and your relationship to brand
partners, and marketplaces. Further, please revise to clearly describe and consistently
use the term "marketplace" with an eye toward avoidance of confusion and
establishment of clarity. In this regard, it appears that this term is used to describe
both global ecommerce providers (e.g., Amazon or Shopify), but also used to describe
the more expansive marketplace of global consumers more generally.
Our Competition, page 104
23.Revise this section to discuss specific competitors associated with each of your
primary business activities and operations.
Our People and Culture, page 105
24.Revise to clarify the meaning of "full-time equivalent employees" and "other
employees."
25.Please disclose the location of your offices "across Asia, Australia, Europe and the
Middle East" in addition to your Utah principal executive offices. Additionally, we
note that under the subheading "Facilities" on page 107 you disclose leasing
"additional facilities in Europe, Australia and Asia" but not the Middle East. Please
reconcile. Further, we note that you lease a your "creative studio" from iServe
Investments, LLC, an entity controlled be Melanie Adler, your co-founder. Please
revise your disclosure here and where appropriate to make clear which office this
refers to and disclose that it is leased from a related party providing a cross-reference
to your Certain Relationships and Related Party Transactions section. Last, we note
that on page F-27 in footnote 15 to your financial statements you describe this leased
space a "certain office and warehouse space." Please reconcile and revise.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Segment Reporting, page F-15
26.We note you operate in various industries including health and wellness, beauty and
personal care, home and lifestyle, pet, sports and outdoors and consumer electronics.
Please tell us your consideration of reporting revenue by each product and service or
each group of similar products and services, pursuant