April 6, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Upstart Holdings, Inc. |
| Registration Statement on Form S-1 (File No. 333-255073) |
| Request for Acceleration of Effective Date |
Ladies and Gentlemen:
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 Upstart Holdings, Inc. that the effectiveness of the above-captioned Registration Statement, be accelerated to 5:00 p.m., Eastern Time, on April 8, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised 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.
[Signature page follows.]
Very truly yours,
GOLDMAN SACHS & CO. LLC
BOFA SECURITIES, INC.
CITIGROUP GLOBAL MARKETS INC.
As Representatives of the
Several Underwriters
GOLDMAN SACHS & CO. LLC
| By: | /s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director |
BOFA SECURITIES, INC.
| By: | /s/ Warren Fixmer | |
| Name: Warren Fixmer | ||
| Title: Managing Director |
CITIGROUP GLOBAL MARKETS INC.
| By: | /s/ Alexander Ivanov | |
| Name: Alexander Ivanov | ||
| Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request Letter]