37 E. 18th St, 7th Fl
New York, NY 10003
April 6, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549-0406
Attention: Gregory Herbers
Re: Aterian, Inc.
Registration Statement on Form S-1
Registration No. 333-263904
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aterian, Inc. (the Company) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-263904) of the Company, filed with the Securities and Exchange Commission on March 28, 2022 (the Registration Statement), be accelerated so that the Registration Statement shall become effective at 4:30 p.m., Eastern Time, on April 8, 2022 or as soon as possible thereafter. There are no underwriters for this proposed offering, which is an offering of the Companys common stock by selling stockholders.
The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha H. Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email at email@example.com. The Company hereby authorizes Ms. Samantha H. Eldredge of Paul Hastings LLP to orally modify or withdraw this request for acceleration.
|Chief Financial Officer|
cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)