Clearwater Analytics Holdings, Inc. — Capital/Financing Update 2021

Sep 21, 2021

CORRESP 1 filename1.htm CORRESP

September 21, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Rebekah Lindsey

Kathleen Collins

Edwin Kim

Jan Woo

Re: Clearwater Analytics Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-259155)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the “Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the underwriters have distributed as many copies of the Preliminary Prospectus, dated September 21, 2021, to underwriters, dealers, institutions and others, who are reasonably anticipated to participate in the distribution of the securities, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We, the undersigned Representatives, have complied and will comply, and 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, in connection with the proposed offering.

In accordance with Rule 461 of the Securities 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., Washington, D.C. time, on September 23, 2021, or at such later time as the registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

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Very truly yours,
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC As Representatives of the Several Underwriters
GOLDMAN SACHS & CO. LLC
By:	/s/ Will Connolly
	Name: Will Connolly
	Title: MD TMT ECM, Partner
J.P. MORGAN SECURITIES LLC
By:	/s/ Alex Smigelski
	Name: Alex Smigelski
	Title: Vice President
MORGAN STANLEY & CO. LLC
By:	/s/ Mitzi M. Madrid Diaz
	Name: Mitzi M. Madrid Diaz
	Title: Vice President

[ Signature Page to Acceleration Request ]