June 5, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Mobileye Global Inc. |
| Registration Statement on Form S-1 | |
| CIK No. 0001910139 |
Attn: Ms. Ishmukhamedova and Mr. Kauten
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 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.
The undersigned advise that they have complied and will continue to comply, and that they 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, as representatives of the several prospective underwriters, hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern Time, on June 7, 2023, 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,
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
As Representatives of the
Several Prospective Underwriters
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ William Connolly | |
| Name: William Connolly | ||
| Title: Managing Director | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Rizvan Dhalla | |
| Name: Rizvan Dhalla | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
