ATER Aterian

Filed: 15 Aug 21, 8:00pm

Aterian, Inc.

37 E. 18th St, 7th Fl

New York, NY 10003

August 16, 2021


United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-0406



Aterian, Inc.

Registration Statement on Form S-1

Registration No. 333-258643

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aterian, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-258643) of the Company, filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2021 (the “Registration Statement”), be accelerated so that such Registration Statement shall become effective at 4:30 p.m., Eastern Time, on August 18, 2021 or as soon as possible thereafter. There are no underwriters for this proposed offering, which is an offering of the Company’s common stock by selling stockholders.

The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha H. Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email at The Company hereby authorizes Ms. Samantha H. Eldredge of Paul Hastings LLP to orally modify or withdraw this request for acceleration.



/s/ Yaniv Sarig

 Yaniv Sarig
 President and Chief Executive Officer



Samantha H. Eldredge, Esq. (Paul Hastings LLP)