Eventbrite, Inc.
155 5th Street
San Francisco, CA 94103
VIA EDGAR
September 17, 2018
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, NE
Washington, D.C. 20549
| Attention: | Mara L. Ransom |
Parhaum J. Hamidi
Jim Allegretto
Anthony Watson
| Re: | Eventbrite, Inc. |
Acceleration Request for Registration Statement on Form S-1 (File No. 333-226978)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Eventbrite, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 19, 2018, at 4:00 p.m., Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling An-Yen Hu at (650) 752-3185. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: An-Yen Hu.
In connection with the foregoing, the Company hereby acknowledges the following:
| • | should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Under separate cover, Goldman, Sachs & Co. LLC, J.P. Morgan Securities LLC and Allen & Company LLC, as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date.
[signature page follows]
If you have any questions regarding this request, please contact An-Yen Hu of Goodwin Procter LLP at (650) 752-3185.
Sincerely,
EVENTBRITE, INC.
/s/ Julia Hartz
Julia Hartz
Chief Executive Officer
| cc: | Randy Befumo, Eventbrite, Inc. |
Samantha Harnett, Eventbrite, Inc.
Anthony McCusker, Goodwin Procter LLP
Rezwan Pavri, Wilson Sonsini Goodrich and Rosati, P.C.
Andrew Hill, Wilson Sonsini Goodrich and Rosati, P.C.
