CORRESP

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

June 3, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

 

Attn:    Julie Sherman
   Li Xiao
   Juan Grana
   Lauren Nguyen

 

Re:

Omada Health, Inc.

Registration Statement on Form S-1, as amended (File No. 333-287156)

Request for Acceleration of Effective Date

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 Omada Health, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on June 5, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission that such Registration Statement be declared effective.


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 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.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

2


Very truly yours,

 

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

 

As representatives of the several

Underwriters listed in Schedule I of the

Underwriting Agreement

 

By:   Morgan Stanley & Co. LLC
By:   /s/ Chris Rigoli
  Name: Chris Rigoli
  Title: Managing Director
By:   Goldman Sachs & Co. LLC
By:   /s/ Danielle Freeman
  Name: Danielle Freeman
  Title: Managing Director
By:   J.P. Morgan Securities LLC
By:   /s/ Benjamin Burdett
  Name: Benjamin Burdett
  Title: Managing Director, Head of HC ECM

[Signature Page to Underwriters’ Acceleration Request]