CLEAR SECURE, INC.
65 East 55th Street
17th Floor
New York, New York 10022
June 28, 2021
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Derby
Jan Woo
Division of Corporation Finance
Office of Technology
Clear Secure, Inc.
Registration Statement on Form S-1 (File No. 333-256851)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”) relating to the registration of 15,180,000 shares (including 1,980,000 shares to cover over-allotments) of the Class A common stock, par value $0.00001 per share, of Clear Secure, Inc. (the “Company”) be accelerated to June 29, 2021 at 3:00 p.m. or as soon thereafter as may be practicable, or at such other time as the Company or its outside counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, may orally request via telephone call that the S-1 be declared effective.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the S-1. If you have any questions regarding the foregoing, please contact Brian M. Janson of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3588.
* * *
Very truly yours, | ||
By: | /s/ Matthew Levine | |
Name:Matthew Levine | ||
Title: General Counsel and Chief Privacy Officer | ||
[Signature Page to Company Acceleration Request]