September 20, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:	Toast, Inc.

Registration Statement on Form S-1 (File No. 333-259104)

 

Attn:

Alexandra Barone

Stephen Krikorian

Amanda Kim

Jan Woo

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Act”), we wish to advise that between September 13, 2021, and the date hereof, approximately 3,998 copies of the Preliminary Prospectus, dated September 13, 2021, were distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others.

We have been informed by the participating underwriters 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.

In accordance with Rule 461 under the Act, 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 September 21, 2021, or as soon thereafter as practicable, or at such other time as the registrant or its counsel may request by telephone call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.

[Signature page follows.]

Very truly yours,
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
J.P. MORGAN SECURITIES LLC
As Representatives of the
Several Prospective Underwriters
GOLDMAN SACHS & CO. LLC

By:		/s/ William D. Connolly III

		Name: William D. Connolly III
		Title: Managing Director
MORGAN STANLEY & CO. LLC

By:		/s/ Jason Peyer

		Name: Jason Peyer
		Title: Vice President
J.P. MORGAN SECURITIES LLC

By:		/s/ Alaoui Zenere

		Name: Alaoui Zenere
		Title: Executive Director

 

[Signature Page to Underwriters’ Acceleration Request Letter]