May 17, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Bernard Nolan, Larry Spirgel and Kathleen Collins
| Re: | Procore Technologies, Inc. |
Registration Statement on Form S-1 |
File No. 333-236789 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Procore Technologies, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on May 19, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 2,300 copies of the Preliminary Prospectus dated May 10, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has 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]
| Very truly yours, | ||
| GOLDMAN SACHS & CO. LLC | ||
J.P. MORGAN SECURITIES LLC as Representatives of the Several Underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /S/ WILLIAM CONNOLLY | |
| Name: William D Connolly III | ||
| Title: Managing Director | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /S/ LUCY WANG | |
| Name: Lucy Wang | ||
| Title: Managing Director | ||
[Procore Technologies, Inc. – Signature Page to Underwriter Acceleration Request Letter]
