June 11, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | WalkMe Ltd. |
Registration Statement on Form F-1
File No. 333-256219
Acceleration Request
Requested Date: June 15, 2021
Requested Time: 4:00 p.m., Eastern Standard Time
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between June 7, 2021 and June 15, 2021 at 5:00 p.m., Eastern Standard Time, approximately 6390 copies of the Preliminary Prospectus of WalkMe Ltd., a company organized under the laws of the State of Israel (the “Registrant”), dated June 7, 2021 were distributed as follows by the underwriters to underwriters, dealers, institutional investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities 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 Standard Time on June 15, 2021, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
| Very truly yours,
MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC CITIGROUP GLOBAL MARKETS INC. | ||
| As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ David Torrence | |
| Name: David Torrence | ||
| Title: Vice President | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Herb Yeh | |
| Name: Herb Yeh | ||
| Title: Managing Director | ||
cc:
Dan Adika
Rafael Sweary
Andrew Casey
WalkMe Ltd.
Joshua G. Kiernan
Tad Freese
Nathan Ajiashvili
Latham & Watkins LLP
Haleli Barath
Noma Floom
BFP & Co.
Shachar Hadar
Meitar | Law Offices
[Signature Page to Underwriter Acceleration Request]
Rezwan D. Pavri
Allison B. Spinner
Michael C. Labriola
Wilson Sonsini Goodrich & Rosati, P.C.
Chaim Friedland
Ari Fried
Gornitzky & Co.
[Signature Page to Underwriter Acceleration Request]