Citigroup Global Markets Inc.
50th Floor, Citibank Tower
Citibank Plaza, 3 Garden Road
Central, Hong Kong
Goldman Sachs (Asia) L.L.C.
Cheung Kong Center, 68th Floor
2 Queen’s Road
Central, Hong Kong
As representatives of the prospective underwriters
VIA EDGAR
September 20, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Larry Spirgel, Assistant Director |
| Paul Fischer, Attorney-Advisor |
| Terry French, Accountant Branch Chief |
| Sharon Virga, Staff Accountant |
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Re: | Gridsum Holding Inc. (the “Company”) |
| Registration Statement on Form F-1, as amended (Registration No. 333-213348) |
| Registration Statement on Form 8-A (Registration No. 001-37871) |
Dear Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Daylight Time on September 22, 2016, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between September 9, 2016 and the date hereof, copies of the Company’s Preliminary Prospectus dated September 9, 2016 were distributed as follows: 2,872 copies to prospective underwriters, institutional investors, dealers and others.
We have been advised by the prospective 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.
[Signature page follows]
| Very truly yours, |
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| Citigroup Global Markets Inc. |
| Goldman Sachs (Asia) L.L.C. |
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| As representatives of the prospective underwriters |
| CITIGROUP GLOBAL MARKETS INC. | |
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| By: | /s/ James Perry |
| Name: | James Perry |
| Title: | Managing Director |
[Acceleration Request Letter]
| GOLDMAN SACHS (ASIA) L.L.C. | |
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| By: | /s/ Scott Chen |
| Name: | Scott Chen |
| Title: | Managing Director |
[Acceleration Request Letter]