June 28, 2021

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 

Attn:Matthew Derby

Jan Woo
Division of Corporation Finance

Office of Technology

 

Re:Clear Secure, Inc.

Registration Statement on Form S-1 (File No. 333-256851)

 

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 you that between June 22, 2021 and the date hereof, approximately 5,879 copies of the Preliminary Prospectus, dated June 22, 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 3:00 p.m., Eastern Time, on June 29, 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  
J.P. MORGAN SECURITIES LLC  
ALLEN & COMPANY LLC  
   
As Representatives of the Underwriters  
   
GOLDMAN SACHS & CO. LLC  
   
By: /s/ Lindsay Drucker Mann  
  Name: Lindsay Drucker Mann  
  Title: Managing Director, Goldman Sachs Investment Banking Division  
   
   
J.P. MORGAN SECURITIES LLC  
   
By: /s/ Ilana Foni  
  Name: Ilana Foni  
  Title: Vice President  
   
   
ALLEN & COMPANY LLC  
   
By: /s/ Peter DiIorio  
  Name: Peter DiIorio  
  Title: General Counsel  

 

[Signature Page to Underwriters’ Acceleration Request Letter]