CORRESP

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

September 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Effie Simpson, Martin James, Geoff Kruczek and Jay Ingram

 

Re:

Brilliant Earth Group, Inc.

Registration Statement on Form S-1

Filed August 30, 2021, as amended

File No. 333-259164

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 Brilliant Earth Group, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on Wednesday, September 22, 2021, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Lathan & Watkins LLP, may request by telephone to the staff of the U.S. Securities and Exchange 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 securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *


 

Very truly yours,

  J.P. Morgan Securities LLC
By:  

/s/ Jacklyn Berkley

  Name: Jacklyn Berkley
  Title: Executive Director
  Credit Suisse Securities (USA) LLC
By:  

/s/ Jared Brenner

  Name: Jared Brenner
  Title: Director
  Jefferies LLC
By:  

/s/ Cameron Lester

  Name: Cameron Lester
  Title: Managing Director
  Cowen and Company, LLC
By:  

/s/ Michael Campbell

  Name: Michael Campbell
  Title: Managing Director, Equity Capital Markets

 

 

[Signature Page to Underwriters Acceleration Request Letter]