SWEETGREEN, INC.
3101 W. Exposition Blvd.
Los Angeles, CA 90018
November 15, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Office of Trade & Services
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Katherine Bagley, Lilyanna Peyser, Patrick Kuhn and Lyn Shenk
| Re: | Sweetgreen, Inc. Registration Statement on Form S-1, as amended (File No. 333-260472) Request for Acceleration of Effective Date |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sweetgreen, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on November 17, 2021, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.
Once the Registration Statement has been declared effective, please orally confirm that event with Siana Lowrey of Cooley LLP at (415) 693-2150, or in her absence, David Peinsipp at (415) 693-2177, Nick Hobson at (310) 883-6413, or Julia Boesch at (415) 693-2326.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
[Signature page follows]
| Very truly yours, | ||
| Sweetgreen, Inc. | ||
/s/ Jonathan Neman | ||
| By: | Jonathan Neman | |
| Title: | Chief Executive Officer | |
[Signature Page to Acceleration Request]
