SecProbe.io

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 March 11, 2025

Timothy Noyes
Chief Executive Officer
Aerovate Therapeutics, Inc.
930 Winter Street, Suite M-500
Waltham, MA 02451

 Re: Aerovate Therapeutics, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed February 24, 2025
 File No. 333-283562
Dear Timothy Noyes:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 18,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers about the Merger
Why am I receiving this proxy statement/prospectus?, page 2

1. We note your response to prior comment 3. Specifically, we note the
statement in
 your response that the issuance of the Aerovate pre-funded warrants and
Aerovate
 Series A Preferred Stock are being registered as part of the
registration statement.
 However, the disclosure in this section and in the added explanatory
note on page 1
 states only that the prospectus is used to offer shares of Aerovate
common stock.
 Please revise your disclosures as appropriate to clarify, consistent
with your response,
 that the prospectus also is used to offer the Aerovate pre-funded
warrants and
 Aerovate Series A Preferred Stock.
 March 11, 2025
Page 2
The Special Meeting in Lieu of Annual Meeting of Aerovate Stockholders
Solicitation of Proxies, page 100

2. We note your added disclosure that you have retained Innisfree M&A as
your proxy
 solicitor. Please revise your disclosure to state the material features
of any contract or
 arrangement for such solicitation and the cost or anticipated cost
thereof. Refer to
 Item 4(a)(3) of Schedule 14A.
Opinion of Aerovate's Financial Advisor, page 117

3. We note your response to prior comment 13. Specifically, although we
note your
 response that Lucid did not review any pro forma financial effects of
the merger, as
 well as your deletion of the corresponding statement on page 118, the
Lucid Opinion
 filed as Annex G states that Lucid "[r]eviewed certain pro forma
financial effects of
 the Merger." Please tell us how to reconcile this apparent inconsistency
or otherwise
 advise. In addition, we do not see disclosure of the "cash burn model"
referenced both
 on page 118 and in the Lucid Opinion. Please direct us to this
disclosure or, as
 previously requested, provide us with your analysis as to whether such
model is
 material. In your analysis, tell us whether the projections presented in
this model were
 used or relied upon by your board of directors or Lucid in reaching the
fairness
 determination, whether they effected the merger consideration, exchange
ratio or other
 materials terms of the transaction during negotiations, and how the
projections related
 to the merger consideration. Alternatively, revise your discussion to
disclose the
 projections.
U.S. Federal Income Tax Considerations of the Merger, page 133

4. We note your response to prior comment 15, including the forms of legal
opinion filed
 as Exhibits 8.1 and 8.2 to the registration statement. Please tell us
when counsel
 expects to deliver these tax opinions. Refer to Sections III.D.2 and
III.D.3 of Staff
 Legal Bulletin No. 19. In addition, if you intend the exhibits to
constitute short-form
 opinions, please revise your registration statement to clearly state
that the disclosure
 under U.S. Federal Income Tax Considerations of the Merger is the
opinion of
 counsel and clearly identify and articulate the opinion being rendered.
Refer to
 Section III.B.2 of Staff Legal Bulletin No. 19.

 Please contact Tara Harkins at 202-551-3639 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Dickerson at 202-551-8013 or Chris Edwards at 202-551-6761 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Edwin M. O'Connor, Esq.
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