Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
U.S.A.
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
United States
As representatives of the prospective underwriters
VIA EDGAR
May 4, 2021
Division of Corporation Finance
Office of Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: | Mr. Eric Envall | |
Ms. Susan Block | ||
Mr. Mark Brunhofer | ||
Ms. Michelle Miller | ||
Re: | Waterdrop Inc. (CIK No. 0001823986) (the “Company”) | |
Registration Statement on Form F-1, as amended (File No. 333-255298) | ||
Registration Statement on Form 8-A (File No. 001- 40376) |
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 Time, on May 6, 2021, 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 April 30, 2021 and the date hereof, copies of the Company’s Preliminary Prospectus dated April 30, 2021 were distributed as follows: 513 copies to prospective underwriters, institutional investors, dealers and others.
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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]
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Very truly yours, |
Goldman Sachs (Asia) L.L.C. |
Morgan Stanley & Co. LLC |
BofA Securities, Inc. |
As representatives of the prospective underwriters |
Very truly yours, | ||
Goldman Sachs (Asia) L.L.C. | ||
By: | /s/ Ken Tang | |
Name: Ken Tang | ||
Title: Managing Director |
[Signature Page to Acceleration Request]
Very truly yours, | ||
Morgan Stanley & Co. LLC | ||
By: | /s/ Robert Holley | |
Name: Robert Holley | ||
Title: Vice President |
[Signature Page to Acceleration Request]
Very truly yours, | ||
BofA Securities, Inc. | ||
By: | /s/ Xihong Ai | |
Name: Xihong Ai | ||
Title: Managing Director |
[Signature Page to Acceleration Request]