November 12, 2026
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Withdrawal of Registration Statement on Form S-3 (File No. 333-299938)
To the addressee set forth above:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
FormFactor, Inc. (the “Registrant”) hereby respectfully requests the consent of
the Securities and Exchange Commission (the “Commission”) to withdraw its Registration
Statement on Form S-3 (File No. 333-299938) (the “Registration Statement”), as
initially filed with the Commission on November 9, 2026, together with all exhibits thereto, with such request to be approved effective
as of the date hereof or at the earliest date hereafter.
The
Registrant is a well-known seasoned issuer and intended to file the Registration Statement as a Form S-3ASR. As a result of a clerical
error, the Registration Statement was filed as a Form S-3, but has not been declared effective. The Registrant intends to refile the Registration
Statement as a Form S-3ASR (the “New Registration Statement”). None of the Registrant’s
securities have been sold pursuant to the Registration Statement.
We would appreciate if you would please provide
our counsel, Calise Y. Cheng of Freshfields US LLP, with a copy of the order consenting to the withdrawal of the Registration Statement
by email at Calise.Cheng@freshfields.com as soon as it is available. If you have any questions with respect to this matter, please contact
Calise Y. Cheng of Freshfields US LLP at (650) 839-4803. Thank you for your assistance in this matter.
Sincerely,
FORMFACTOR, INC.
SVP and Chief Legal Officer
cc: Calise Y. Cheng of Freshfields US LLP
