June 5, 2020
VIA EDGAR TRANSMISSION
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
Attn: | Daniel Morris |
Mara Ransom
Patrick Kuhn
Adam Phippen
Re: | Vroom, Inc. |
Registration Statement on Form S-1 (File No. 333-238482)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333- 238482) (as amended, the Registration Statement), of Vroom, Inc. (the Company), relating to the registration of the Companys common stock, par value $0.001 per share.
In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we, as representatives of the several underwriters (the Underwriters), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 P.M. (Eastern time) on Monday, June 8, 2020, 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.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 3,490 copies of the Preliminary Prospectus of the Registrant, dated June 1, 2020, from June 1, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others.
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.
[Remainder of Page Intentionally Left Blank]
Very truly yours, | ||
Goldman Sachs & Co. LLC | ||
BofA Securities, Inc. | ||
Allen & Company LLC | ||
Wells Fargo Securities, LLC | ||
As Representatives of the Several Underwriters | ||
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ William D Connolly III | |
Name: William D Connolly III | ||
Title: Managing Director | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Stewart Barry | |
Name: Stewart Barry | ||
Title: Senior Managing Director | ||
ALLEN & COMPANY LLC | ||
By: | /s/ Peter DiIorio | |
Name: Peter DiIorio | ||
Title: General Counsel | ||
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ James (Beau) Bohm | |
Name: James (Beau) Bohm | ||
Title: Managing Director |
[Signature Page to Acceleration Request]