SecProbe.io

CORRESP
1
filename1.htm

September
28, 2023

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Dillon Hagius

    Re:
    Sonnet
    BioTherapeutics Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    September 28, 2023

    File
    No. 333-274581

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Hagius:

Reference
is made to our letter, filed as correspondence via EDGAR on September 28, 2023, in which we, as joint representatives of the underwriters
of the proposed public offering of securities of Sonnet BioTherapeutics Holdings, Inc., requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Thursday, September 28, 2023, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Raymond Ressy, Esq., of Lucosky Brookman LLP, at (646) 244-1993 if you have any questions in this regard.

    Best
    Regards,

    Chardan
    Capital Markets, LLC

    By:
    /s/
    Shai Gerson

    Shai
    Gerson

    Managing
    Director

    Ladenburg
    Thalmann & Co. Inc.

    By:
    /s/
    Vlad Ivanov

    Vlad
    Ivanov

    Managing
    Director