53rd at Third | ||||
885 Third Avenue | ||||
New York, New York 10022-4834 | ||||
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Tel: +1.212.906.1200 Fax: +1.212.751.4864 | |||
www.lw.com | ||||
FIRM / AFFILIATE OFFICES | ||||
Beijing | Moscow | |||
Boston | Munich | |||
Brussels | New York | |||
Century City | Orange County | |||
Chicago | Paris | |||
June 21, 2019 | Dubai | Riyadh | ||
Düsseldorf | San Diego | |||
Frankfurt | San Francisco | |||
Hamburg | Seoul | |||
Hong Kong | Shanghai | |||
CONFIDENTIAL SUBMISSION | Houston | Silicon Valley | ||
London | Singapore | |||
VIA EDGAR | Los Angeles | Tokyo | ||
Madrid | Washington, D.C. | |||
Milan |
Division of Corporate Finance
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F Street, NE Washington, DC 20549
RE: Confidential Submission of Draft Registration Statement on Form S-1 for Lulu’s Fashion Lounge Holdings, Inc.
Ladies and Gentlemen:
On behalf of Lulu’s Fashion Lounge Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for confidential submission with the U.S. Securities and Exchange Commission (the “Commission”) a complete copy of a draft Registration Statement on Form S-1 (the “Registration Statement”) of the Company as an “Emerging Growth Company” pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act of 2012 and Section 24(b)(2) of the Securities Exchange Act of 1934 for non-public review by the Staff of the Commission (the “Staff”) prior to the public filing of the Registration Statement.
Pursuant to Section 71003 of the Fixing America’s Surface Transportation Act and based on guidance issued by the Staff in connection therewith, the Company is omitting from the Registration Statement its unaudited interim financial information as of and for the period ended March 31, 2019, because it reasonably believes that such financial statements will not be required to be included in the Registration Statement at the time of the contemplated offering.
June 21, 2019
Page 2
If you have any questions with respect to this confidential submission, please do not hesitate to contact me at (212) 906-1281.
Best regards, |
/s/ Marc D. Jaffe |
Marc D. Jaffe of LATHAM & WATKINS LLP |
Enclosure
cc: | Colleen Winter, Chief Executive Officer, Lulu’s Fashion Lounge Holdings, Inc. |
Naomi Beckman-Straus, General Counsel, Lulu’s Fashion Lounge Holdings, Inc. |
Tad J. Freese, Latham & Watkins LLP |
Adam J. Gelardi, Latham & Watkins LLP |
Kristin VanderPas, Cooley LLP |
Andrew S. Williamson, Cooley LLP |
David Peinsipp, Cooley LLP |