Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
U.S.A.
Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queens Road
Central, Hong Kong
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179 U.S.A.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005 U.S.A.
Citigroup Global Markets Inc.
388 Greenwich Street,
New York, New York 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
As representatives of the prospective underwriters
VIA EDGAR
September 7, 2018
Office of Transportation and Leisure
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Attention: | Ms. Anne Nguyen Parker |
| Ms. Sonia Bednarowski |
| Mr. Doug Jones |
| Ms. Theresa Brilliant |
| Re: | NIO Inc. (the “Company”) |
| Registration Statement on Form F-1, as amended (Registration No. 333-226822) |
| Registration Statement on Form 8-A (Registration No. 001-38638) |
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 Daylight Time on September 11, 2018, 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 August 28, 2018 and the date hereof, approximately 1,655 copies of the preliminary prospectus of the Company dated August 28, 2018 were distributed to 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 | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Mille Cheng | |
| Name: | Mille Cheng | |
| Title: | Managing Director | |
| GOLDMAN SACHS (ASIA) L.L.C. | ||
| By: | /s/ Edward Byun | |
| Name: | Edward Byun | |
| Title: | Managing Director | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Alice Takhtajan | |
| Name: | Alice Takhtajan | |
| Title: | Managing Director | |
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Catherine Wang | |
| Name: | Catherine Wang | |
| Title: | Managing Director | |
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Paul Stowell | |
| Name: | Paul Stowell | |
| Title: | Managing Director | |
| By: | /s/ Stephen Lambrix | |
| Name: | Stephen Lambrix | |
| Title: | Director | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ David Jiang | |
| Name: | David Jiang | |
| Title: | Managing Director | |
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Craig Wiele | |
| Name: | Craig Wiele | |
| Title: | Managing Director | |
| UBS SECURITIES LLC | ||
| By: | /s/ Daniel Parisi | |
| Name: | Daniel Parisi | |
| Title: | Associate Director | |
| By: | /s/ Michael O’Donovan | |
| Name: | Michael O’Donovan | |
| Title: | Managing Director | |