Morgan Stanley & Co. LLC,
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Goldman Sachs & Co. LLC,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Citigroup Global Markets Inc.,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
December 6, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Tonya K. Aldave |
Erin Purnell
| Re: | Nu Holdings Ltd. |
CIK No. 0001691493
Registration Statement on Form F-1 (File No. 333-260649)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as Representatives of the several International Underwriters of the offering referred to above, wish to advise you that approximately 6,000 copies of the preliminary prospectus dated November 30, 2021 and included in the Registration Statement on Form F-1, as filed on November 30, 2021, were distributed during the period from November 30, 2021 through the date hereof to prospective underwriters, dealers, institutions and others.
The undersigned, as Representatives of the several International Underwriters, advise that they have complied and will continue to comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
In accordance with Rule 461 of the Act, we hereby join in the request of Nu Holdings Ltd. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:30 P.M. Eastern Time on December 8, 2021, or as soon thereafter as practicable, or at such later time as Nu Holdings Ltd. or its outside counsel may orally request.
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| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| As Representatives of the several International Underwriters listed in Schedule II to the Underwriting Agreement | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Mitzi Maleny Madrid Diaz | |
| Name: | Mitzi Maleny Madrid Diaz | |
| Title: | Vice President | |
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Facundo Vazquez | |
| Name: | Facundo Vazquez | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Roberto Severin | |
| Name: | Roberto Severin | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]
