ADESTO TECHNOLOGIES CORPORATION
1250 Borregas Avenue
Sunnyvale, CA 94089
October 21, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Amanda Ravitz, Assistant Director |
| Brian Cascio, Accounting Branch Chief |
| Mary Beth Breslin, Senior Attorney |
| Geoffrey Kruczek, Senior Attorney |
| Julie Sherman, Senior Accountant |
| Re: | Adesto Technologies Corporation |
| Registration Statement on Form S-1 (File No. 333-206940) |
| Requested Date: October 21, 2015 |
| Requested Time: 4:00 PM Eastern Time |
Ladies and Gentlemen:
Adesto Technologies Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes William L. Hughes or Mark A. Leahy, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Hughes at (415) 875-2479, or in his absence, Mr. Leahy at (650) 335-7682.
| Sincerely, | ||
| ADESTO TECHNOLOGIES CORPORATION | ||
| By: | /s/ Narbeh Derhacobian | |
| Narbeh Derhacobian | ||
| President and Chief Executive Officer | ||
| cc: | Mark A. Leahy, Esq. |
| William L. Hughes, Esq. |
| Fenwick & West LLP |
| Jorge del Calvo, Esq. |
| Stanton D. Wong, Esq. |
| Gabriella Lombardi, Esq. |
| Pillsbury Winthrop Shaw Pittman LLP |