SecProbe.io

CORRESP
 1
 filename1.htm

 April
17, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Christine
 Torney
 Daniel
 Gordon
 Tyler
 Howes
 Joe
 McCann

 Re:
 Pulmatrix,
 Inc.

 Registration
 Statement on Form S-4

 Filed
 on February 14, 2025

 File
 No. 333-284993

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of Pulmatrix, Inc. (the " Company ") in response to comments from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") contained in the letter dated March 14, 2025 (the " Comment
Letter ") regarding the Company's Registration Statement on Form S-4 filed with the Commission on February 14, 2025 (the
" Registration Statement "). In connection with this response to the Comment Letter, the Company is contemporaneously
filing via EDGAR Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which has been amended in response
to the Staff's comments in the Comment Letter.

 The
following are the Company's responses to the Comment Letter. For your convenience, the Staff's comments contained in the
Comment Letter have been restated below in their entirety in italic type, with the Company's corresponding responses set forth
immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No. 1 in
response to the Staff's comments. All page references in the responses set forth below refer to page numbers in Amendment No. 1
as filed conterminously here with. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 1.

 Registration
Statement on Form S-4 filed February 14, 2025

 Cover
Page

 1. Please
 disclose prominently on the prospectus cover page that Cullgen is a Delaware company with
 significant operations conducted in China through the company's Shanghai subsidiary.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose that
Cullgen is a Delaware company with significant operations conducted in China through Cullgen Shanghai. Please see the cover page and
page 14 of Amendment No. 1.

 2. Provide
 prominent disclosure about the legal and operational risks associated with being based in
 or having the majority of the combined company's operations in China. Your disclosure
 should make clear whether these risks could result in a material change in your operations
 and/or the value of the securities you are registering for sale or could significantly limit
 or completely hinder your ability to offer or continue to offer securities to investors and
 cause the value of such securities to significantly decline or be worthless. Your disclosure
 should address how recent statements and regulatory actions by China's government,
 such as those related to data security or anti-monopoly concerns, have or may impact the
 company's ability to conduct its business, accept foreign investments, or list on a
 U.S. or other foreign exchange. Please disclose whether Ernst & Young Hua Ming LLP is
 subject to the determinations announced by the PCAOB on December 16, 2021 and whether and
 how the Holding Foreign Companies Accountable Act and related regulations will affect your
 company. Your Q&A and/or prospectus summary should address, but not necessarily be limited
 to, the risks highlighted on the prospectus cover page.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to include legal
and operational risks associated with having a majority of the Combined Company's operations in China. Please see the cover page
and pages 14-16 and 84 of Amendment No. 1.

 3. Provide
 a description of how cash will be transferred through the combined company's organization
 and disclose your intentions to distribute earnings. State whether any transfers, dividends,
 or distributions have been made to date between Cullgen and its subsidiary, or to investors,
 and quantify the amounts where applicable. Provide cross references to the condensed consolidating
 schedule and the consolidated financial statements.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to provide a description
of how cash will be transferred through the Combined Company's organization and its expectations regarding the distribution of
earnings. Please see the cover page and pages 15 and 269-270 of Amendment No. 1.

 Questions
and Answers about the Merger, page 1

 4. Please
 revise the Q&A to explain whether Pulmatrix's board would be authorized to implement
 a reverse stock split and/or an increase to authorized common shares if Proposals 2 and 3
 were to pass but Proposal 1 were not to receive stockholder approval.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to explain whether
Pulmatrix's board would be authorized to implement a reverse stock split and/or an increase to authorized common shares if Proposals
2 and 3 were to pass but Proposal 1 were not to receive stockholder approval. Please see pages 4, 186 and 189 of Amendment
No. 1.

 5. We
 note the disclosure on pages 107 and 319 indicating that Cullgen currently is a subsidiary
 of GNI Japan. Please add a Q&A to discuss the past, current and future relationship between
 Cullgen and GNI. For instance, tell us and disclose, as applicable, whether GNI founded Cullgen.
 Discuss whether GNI and Cullgen's current parent/subsidiary relationship is planned
 to change as a result of the reverse merger transaction. In light of GNI's significant
 equity interest in Cullgen and the overlap in their management teams, please discuss whether
 GNI will control Cullgen's operations. Discuss any material contracts between the parties
 that will survive the merger, including any arrangements involving funding, tax allocation,
 technology transfer or provision of services, as applicable.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has added the requested Q&A to discuss
the past, current and future relationship between Cullgen, GNI Japan and the Combined Company. Please see page 7 of Amendment
No. 1.

 6. Please
 add a Q&A that discusses Pulmatrix's current plans to sell its historical assets
 and operations. Discuss risks to Pulmatrix shareholders stemming from uncertainties surrounding
 these potential sales, including without limitation the potential impact on whether a special
 dividend is paid and the amount of any such dividend.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has added a Q&A that discusses Pulmatrix's
current plans to sell its historical assets and operations. Such Q&A discusses risks to Pulmatrix shareholders stemming from uncertainties
surrounding these potential sales, including without limitation the potential impact on whether a special dividend is paid and the amount
of any such dividend. Please see page 3 of Amendment No. 1.

 Q:
What will Pulmatrix securityholders receive in the Merger?, page 2

 7. We
 note your disclosure here and elsewhere indicating that the Pulmatrix board of directors
 may declare a pre-closing Special Cash Dividend. Please explain whether Pulmatrix shareholders
 will know prior to commencement of voting whether the Pulmatrix board is committed to issuing
 a dividend within the parameters negotiated by the Merger parties.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to indicate that
the Pulmatrix stockholders will not know prior to commencement of voting whether the Pulmatrix board is committed to issuing a dividend
within the paraments negotiated by the Merger parties. Please see pages 2 and 155 of Amendment No. 1.

 Prospectus
Summary

 The
Companies, page 12

 8. We
 note your statement claiming that Cullgen's product candidates have distinct advantages
 including "improved efficacy" over other therapeutic modalities. Given that Cullgen
 is early in its development efforts, please revise this statement, and any others like it,
 to avoid the implication that Cullgen's product candidates are or will be deemed effective,
 as such conclusions are within the sole authority of FDA and comparable foreign regulators.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to remove claims
that Cullgen's product candidates have "improved efficacy" over other therapeutic modalities. Please see pages 13,
220 and 281 of Amendment No. 1.

 9. Please
 provide a diagram of Cullgen's corporate structure, identifying the person or entity
 that owns the equity in each depicted entity.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has provided a diagram of Cullgen's corporate
structure. Please see page 25 of Amendment No. 1.

 10. Disclose
 each permission or approval that Cullgen and its subsidiaries are required to obtain from
 Chinese authorities to operate their business and to offer the securities being registered
 to foreign investors. State whether Cullgen is covered by permissions requirements from the
 China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
 any other governmental agency and state affirmatively whether they have received all requisite
 permissions or approvals and whether any permissions or approvals have been denied. Please
 also describe the consequences to investors if they: (i) do not receive or maintain such
 permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
 are not required, or (iii) applicable laws, regulations, or interpretations change and you
 are required to obtain such permissions or approvals in the future.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose each
permission or approval that Cullgen and Cullgen Shanghai are required to obtain from Chinese authorities to operate their business and
to offer the securities being registered to foreign investors. Please see pages 21-22 of Amendment No. 1.

 11. Provide
 a clear description of how cash will be transferred through the organization. Disclose your
 intentions to distribute earnings. Quantify any cash flows and transfers of other assets
 by type that have occurred between Cullgen and its subsidiaries, and direction of transfer.
 Quantify any dividends or distributions that a subsidiary has made to the holding company
 and which entity made such transfer, and their tax consequences. Similarly quantify dividends
 or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure
 should make clear if no transfers, dividends, or distributions have been made to date. Describe
 any restrictions on foreign exchange and your ability to transfer cash between entities,
 across borders, and to U.S. investors. Describe any restrictions and limitations on your
 ability to distribute earnings from the company, including your subsidiaries, to the parent
 company and U.S. investors.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to provide a description
of how cash will be transferred through the Combined Company's organization and its expectations regarding the distribution of
earnings. Please see the cover page and pages 15 and 269-270 of Amendment No. 1.

 12. Disclose
 that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
 Act if the PCAOB determines that it cannot inspect or investigate completely your auditor,
 and that as a result an exchange may determine to delist your securities. Disclose here whether
 your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose that
the Combined Company securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or investigate completely the Combined Company's auditor. Please see the cover page and pages 15-16 of Amendment No. 1.

 The
Merger

 Background
of the Merger, page 101

 13. Please
 revise here to disclose the final valuation attributed to Cullgen in the merger agreement.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to disclose the final valuation attributed to Cullgen in the merger agreement. Please see pages 113-114
of Amendment No. 1.

 14. Please
 revise to provide a more fulsome discussion related to the changes in the valuation of Pulmatrix.
 For example, we note that disclosure here indicates that Pulmatrix was initially valued at
 $10 million by the parties on October 25, 2024, but disclosure on page 121 indicates that
 the final merger agreement values Pulmatrix at $8 million. Please disclose the parties'
 reasoning for such changes.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to provide a more fulsome discussion related to the changes in the valuation of Pulmatrix and the parties'
reasoning for such changes. Please see pages 113-114 and 132 of Amendment No. 1.

 15. Please
 revise to clarify whether Party C made an offer in the August 2024 to October 2024 timeframe
 and when negotiations with Party C terminated.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to clarify whether Party C made an offer in the August 2024 to October 2024 timeframe and when negotiations
with Party C terminated. Please see pages 112-113 of Amendment No. 1.

 16. We
 note that Pulmatrix's board considered liquidation scenarios at multiple points during
 2024. Please revise to disclose each of the relevant liquidation values assessed. Similarly
 revise the disclosure on page 106 to identify the liquidation value that Pulmatrix's
 board considered when rendering its decision at the November 11, 2024 meeting.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to disclose each of the relevant liquidation values assessed and has also revised the disclosure to
identify the liquidation value that the Pulmatrix board of directors considered when rendering its decision at the November 11, 2024
meeting. Please see pages 111-112 and 115 of Amendment No. 1.

 Pulmatrix's
Reasons for the Merger, page 106

 17. Please
 revise the disclosure on page 107 to identify the large pharmaceutical partner and the applicable
 research and development efforts.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure in the " The
Merger-Pulmatrix's Reasons for the Merger " section to identify the large pharmaceutical partner and the applicable
research and development efforts. Please see page 115 of Amendment No. 1.

 Cullgen's
Business, page 211

 18. With
 reference to the unaudited pro forma financials, please revise to disclose how the combined
 company plans to allocate funding across the five clinical and preclinical programs identified
 in the pipeline table on page 215.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose how
the Combined Company plans to allocate funding across its clinical and preclinical