January 24, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
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| Re: | Credo Technology Group Holding Ltd |
| Registration Statement on Form S-1 (File No. 333-261982) |
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| Attn: | Jennifer Angelini |
| Perry Hindin |
| Effie Simpson |
| Martin James |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Act”), we wish to advise that between January 18, 2022, and the date hereof, approximately 3,647 copies of the Preliminary Prospectus, dated January 18, 2022, 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 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 the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on January 26, 2022, 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.]
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| Very truly yours, |
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| GOLDMAN SACHS & CO. LLC |
| BOFA SECURITIES, INC. |
| As Representatives of the |
| Several Prospective Underwriters |
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| GOLDMAN SACHS & CO. LLC |
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| By: | /s/ Will Connolly |
| Name: Will Connolly |
| Title: Managing Director |
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| BOFA SECURITIES, INC. |
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| By: | /s/ Magdalena Heinrich |
| Name: Magdalena Heinrich |
| Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request Letter]
