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]