Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Morgan Stanley Asia Limited
46/F, International Commerce Center
1 Austin Road West, Kowloon
Hong Kong
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue New York
NY 10010, United States
As representatives of the prospective underwriters
VIA EDGAR
February 6, 2023
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Attention: | Ms. Jan Woo | |
| Mr. Jeff Kauten | ||
| Mr. Stephen Krikorian | ||
| Ms. Laura Veator | ||
| Re: | Hesai Group (the “Company”) | |
| Registration Statement on Form F-1, as amended (Registration No. 333- 269247) | ||
| Registration Statement on Form 8-A (Registration No. 001-41611) |
Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on February 8, 2023, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between February 2, 2023 and the date hereof, approximately 1,150 copies of the preliminary prospectus of the Company dated February 2, 2023 were distributed to prospective underwriters, dealers, institutional investors and others.
We have been advised by the prospective 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.
[Signature page follows]
| Very truly yours, | |
| As representatives of the prospective underwriters | |
| GOLDMAN SACHS (ASIA) L.L.C. (Incorporated in Delaware, U.S.A. with limited liability) |
| By: | /s/ Jung Min | ||
| Name: | Jung Min | ||
| Title: | Managing Director | ||
| MORGAN STANLEY ASIA LIMITED |
| By: | /s/ David Lau | ||
| Name: | David Lau | ||
| Title: | Managing Director | ||
| CREDIT SUISSE SECURITIES (USA) LLC |
| By: | /s/ Marc Bernstein | ||
| Name: | Marc Bernstein | ||
| Title: | Managing Director | ||
[Underwriters Acceleration Request]