July 31, 2018
VIA EDGAR ANDE-MAIL
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: | Celeste M. Murphy |
Paul Fisher |
Terry French |
Claire DeLabar |
Re: | Arlo Technologies, Inc. |
Registration Statement onForm S-1 |
Initially Filed July 6, 2018 |
File Number 333-226088 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Arlo Technologies, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement onForm S-1 (FileNo. 333-226088) (as amended, the “Registration Statement”), relating to a public offering of shares of the Registrant’s shares of common stock, par value $0.001, so that the Registration Statement may be declared effective on August 2, 2018, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.
In connection with the above-captioned Registration Statement, we wish to advise that between July 23, 2018 and the date hereof, approximately 1,277 copies of the Preliminary Prospectus dated July 23, 2018 were distributed as follows: approximately 1,227 to institutional and retail investors; and approximately 50 to prospective underwriters, prospective dealers and others.
The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
(Signature page follows)
Very truly yours, | ||
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
By: | /s/ Michael Liola | |
Authorized Signatory |
By: | DEUTSCHE BANK SECURITIES INC. | |
By: | /s/ Francis Windels | |
Authorized Signatory | ||
By: | /s/ Ben Darsney | |
Authorized Signatory |
Signature Page to Acceleration Request Letter