Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
December 6, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Mitchell Austin
Kathleen Collins
David Edgar
Jan Woo
Re: HashiCorp, Inc.
Registration Statement on Form S-1
File No. 333-260757
Acceleration Request
Requested Date: December 8, 2021
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters (the Representatives), hereby join in the request of HashiCorp, Inc., a Delaware corporation (the Company) for acceleration of the effective date of the above-named Registration Statement, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on December 8, 2021 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that approximately 1,642 copies of the Preliminary Prospectus, dated November 29, 2021, and included in the above-named Registration Statement, as amended, were distributed during the period from November 29, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.
We, the undersigned Representatives, 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.
[Signature page follows]
Very truly yours, | ||
MORGAN STANLEY & CO. LLC | ||
GOLDMAN SACHS & CO. LLC | ||
J.P. MORGAN SECURITIES LLC | ||
Acting severally on behalf of themselves and the several Underwriters | ||
By: MORGAN STANLEY & CO. LLC | ||
By: | /s/ Rizvan Dhalla | |
Name: | Rizvan Dhalla | |
Title: | Managing Director | |
By: GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Will Connolly | |
Name: | Will Connolly | |
Title: | MD TMT ECM, Partner | |
By: J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Eric Prengel | |
Name: | Eric Prengel | |
Title: | Managing Director |
[Signature Page to Underwriters Acceleration Request]