April 6, 2021


U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Lin




Upstart Holdings, Inc.


Registration Statement on Form S-1


File No. 333-255073


Acceleration Request


Requested Date: April 8, 2021


Requested Time: 5:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Upstart Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-255073) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at 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 Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jeffrey D. Saper at (650) 575-1174.

Under separate cover, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date.

* * * *


/s/ Dave Girouard

Dave Girouard
Chief Executive Officer




Sanjay Datta, Upstart Holdings, Inc.


Alison Nicoll, Upstart Holdings, Inc.


Christopher Ing, Upstart Holdings, Inc.


Emily Sairafian, Upstart Holdings, Inc.


Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati, P.C.


Allison B. Spinner, Wilson Sonsini Goodrich & Rosati, P.C.


John Savva, Sullivan & Cromwell LLP