June 23, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Confluent, Inc. |
Registration Statement on Form S-1 (File No. 333-256693)
Attn: | Jan Woo, Legal Branch Chief |
Alexandra Barone, Staff Attorney
Stephen Krikorian, Accounting Branch Chief
Morgan Youngwood, Senior Staff Accountant
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between June 16, 2021 and the date hereof, in accordance with Rule 460 of the Securities Act of 1933, as amended, (the Act), approximately 6,286 copies of the Preliminary Prospectus, dated June 16, 2021, were distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others.
We have been informed by the participating underwriters that they have complied, and they will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
In accordance with Rule 461 under the Act, we hereby join in the request of Confluent, Inc. that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on June 23, 2021, or as soon thereafter as practicable, or at such other time as the registrant or its counsel may request by telephone call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.
[Signature page follows.]
Very truly yours, | ||||
MORGAN STANLEY & CO. LLC | ||||
J.P. MORGAN SECURITIES LLC | ||||
As Representatives of the | ||||
Prospective Underwriters | ||||
MORGAN STANLEY & CO. LLC | ||||
By: | /s/ Lauren Cummings | |||
Name: | Lauren Cummings | |||
Title: | Managing Director | |||
J.P. MORGAN SECURITIES LLC | ||||
By: | /s/ Bianca Buck | |||
Name: | Bianca Buck | |||
Title: | Vice President |
[Signature Page to Underwriters Acceleration Request Letter]