Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Jefferies LLC
520 Madison Avenue
New York, NY 10022
March 17, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jeff Kauten
Re: Skillz Inc.
Registration Statement on Form S-1 (File No. 333-254379)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Skillz Inc. (the “Registrant”) that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on March 18, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Winston & Strawn LLP, may orally request via telephone call to the staff of the Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | |||
| |||
Citigroup Global Markets Inc.
| |||
| By: | /s/ Israel Halpert | ||
| Name: | Israel Halpert | ||
| Title: | Managing Director | ||
Goldman Sachs & Co. LLC
| |||
| By: | /s/ Ryan Cunn | ||
| Name: | Ryan Cunn | ||
| Title: | Managing Director | ||
Jefferies LLC
| |||
| By: | /s/ C. Cullom Davis | ||
| Name: | C. Cullom Davis | ||
| Title: | Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]
