SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                              January 4, 2024

       Adam K. Simpson
       President and Chief Executive Officer
       Icosavax, Inc.
       1930 Boren Ave., Suite 1000
       Seattle, Washington 98101

                                                        Re: Icosavax, Inc.
                                                            Schedule 14D-9
filed December 27, 2023
                                                            File No. 005-92771

       Dear Adam K. Simpson:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

              After reviewing your response to these comments, we may have
additional comments.
       Defined terms used herein have the same meaning as in your filing.

       Schedule 14D-9 filed December 27, 2023

       Certain Unaudited Prospective Financial Information, page 30

   1.                                                   We note the disclosure
in the last paragraph on page 32. Please expand your disclosure to
                                                        provide additional
explanation for the assumptions referenced in clauses (1) through (4)
                                                        underlying the
projections disclosed. In addition, briefly describe any limitations on the
                                                        projections. Please
quantify where possible.
       Summary of Centerview Financial Analysis, page 35

   2.                                                   We note your statement
in the first paragraph of this section that the discussion
                                                        that follows    does
not purport to be a complete description of the financial analyses
                                                        performed or factors
considered by, and underlying the opinion of, Centerview.    Please
                                                        revise this language
(and the subsequent discussion if applicable) to make clear that all
                                                        material analyses are
described.
 Adam K. Simpson
Icosavax, Inc.
January 4, 2024
Page 2
Appraisal Rights, page 42

3.       We note the following statement on page 47: "The foregoing summary of
the rights of
         holders of Shares (including beneficial owners) to seek appraisal
under Delaware law does
         not purport to be a complete statement of the procedures to be
followed by such persons
         desiring to exercise any appraisal rights available thereunder and is
qualified in its entirety
         by reference to Section 262 of the DGCL." Please revise to fully
describe specifically
         what shareholders must do to perfect their appraisal rights, or revise
to clarify that such
         information has already been provided.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at 202-
551-3263.

FirstName LastNameAdam K. Simpson                               Sincerely,
Comapany NameIcosavax, Inc.
                                                                Division of
Corporation Finance
January 4, 2024 Page 2                                          Office of
Mergers & Acquisitions
FirstName LastName
</TEXT>
</DOCUMENT>