SecProbe.io

CORRESP
1
filename1.htm

November
6, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sonnet
    BioTherapeutics Holdings, Inc.

    Registration
    Statement on Form S-1, as amended File No. 333-282850

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
Chardan Capital Markets, LLC, as the representative of several underwriters, hereby joins in the request of Sonnet BioTherapeutics Holdings,
Inc. for acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration
Statement”), so that it becomes effective as of 1:00 p.m. Eastern Time on Wednesday, November 6, 2024, or as soon as practicable
thereafter.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or
will comply, with the requirements of Rule 15c2- 8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page to Follow]

    Very
    truly yours,

    Chardan
    Capital Markets, LLC

    on
    behalf of itself and as representative of the Underwriters

    By:
    /s/
    Shai Gerson

    Name:
    Shai
    Gerson

    Title:
    Managing
    Partner

[Signature
Page to Underwriters’ Acceleration Request]