February 3, 2020
VIA EDGAR AND EMAIL
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
Attn: Geoff Kruczek
Asia Timmons-Pierce
Jeff Gordon
John Cash
Re: Casper Sleep Inc.
Registration Statement on Form S-1 (File No. 333-235874)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333- 235874) (as amended, the “Registration Statement”), of Casper Sleep Inc. (the “Company”), relating to the registration of the Company’s common stock, par value $0.000001 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 Wednesday, February 5, 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 2,465 copies of the Preliminary Prospectus of the Registrant, dated January 27, 2020, from January 27, 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]
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Very truly yours, | ||
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Morgan Stanley & Co. LLC | ||
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Goldman Sachs & Co. LLC | ||
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Jefferies LLC | ||
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As Representatives of the Several Underwriters | ||
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MORGAN STANLEY & CO. LLC | ||
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By: |
/s/ Justin Craig | |
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Name: |
Justin Craig |
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Title: |
Executive Director |
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GOLDMAN SACHS & CO. LLC | ||
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By: |
/s/ Lindsay Drucker Mann | |
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Name: |
Lindsay Drucker Mann |
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Title: |
Managing Director |
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JEFFERIES LLC | ||
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By: |
/s/ Michael Judlowe | |
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Name: |
Michael Judlowe |
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Title: |
Managing Director |
[Signature Page to Acceleration Request]