January 29, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | ON24, Inc. |
Registration Statement on Form S-1 (File No. 333-251967)
| Attn: | Larry Spirgel |
Jeff Kauten
Stephen Krikorian
Amanda Kim
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended, (the “Act”), we wish to advise that between January 25, 2021 and the date hereof, approximately 3,426 copies of the Preliminary Prospectus, dated January 25, 2021, were distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others.
We have been informed by the participating 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.
In accordance with Rule 461 under the Act, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on February 2, 2021, or as soon thereafter as practicable, or at such other time as the registrant or its counsel may request by telephone call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.
[Signature page follows.]
Very truly yours,
GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC
KEYBANC CAPITAL MARKETS INC.
As Representatives of the
Prospective Underwriters
GOLDMAN SACHS & CO. LLC
| By: | /s/ William Connolly | |
Name: William Connolly Title: Managing Director |
J.P. MORGAN SECURITIES LLC
| By: | /s/ Sanjay Rao | |
Name: Sanjay Rao Title: Managing Director |
KEYBANC CAPITAL MARKETS INC.
| By: | /s/ Renn Anderson | |
Name: Renn Anderson Title: Director |
