November 8, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Scott Stringer |
Joel Parker
Jacqueline Kaufman
Lilyanna Peyser
| Re: | Lulu’s Fashion Lounge Holdings, Inc. |
Registration Statement on Form S-1 (File No. 333-260194)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between November 1, 2021 and the date hereof, approximately 3,833 copies of the Preliminary Prospectus, dated November 1, 2021, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us 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.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, November 10, 2021 or as soon thereafter as practicable.
[signature page follows]
| Very truly yours, | ||
| GOLDMAN SACHS & CO. LLC BOFA SECURITIES, INC. JEFFERIES LLC | ||
| As representatives of the Underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Elizabeth Wood | |
| Name: Elizabeth Wood Title: Global Head of Equity Syndicate | ||
| BOFA SECURITIES, INC. | ||
| By: | /s/ Ric Spencer | |
| Name: Ric Spencer Title: Managing Director | ||
| JEFFERIES LLC | ||
| By: | /s/ Mike Bauer | |
| Name: Mike Bauer Title: Managing Director | ||
[Signature Page to Acceleration Request Letter]