United States securities and exchange commission logo
March 26, 2021
Dave Girouard
Chief Executive Officer
Upstart Holdings, Inc.
2950 S. Delaware Street, Suite 300
San Mateo, CA 94403
Re: Upstart Holdings,
Inc.
Draft Registration
Statement on Form S-1
Submitted March 23,
2021
CIK No. 0001647639
Dear Mr. Girouard:
This is to advise you
that we do not intend to review your registration statement.
We request that you publicly file your registration statement no
later than 48 hours 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 David
Lin at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance