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                       Goodwin Procter llp

 The New York Times Building
 620 Eighth Avenue

                       New York, NY 10018

                       goodwinlaw.com

                       +1 212 813 8800

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Jessica Dickerson, Chris Edwards, Tara Harkins and Sasha
Parikh

    Re:
    Aerovate Therapeutics, Inc.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed January 22, 2025

    File No. 333-283562

Ladies and Gentlemen,

On behalf of Aerovate Therapeutics, Inc.
(the “Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”)
via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated February 18, 2025 (the
 “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1 to Registration Statement
on Form S-4/A (the “First Amended Registration Statement”). In connection with such responses, the Company is
concurrently filing Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company. Unless otherwise indicated,
page references in the responses correspond to the page numbers in the Second Amended Registration Statement. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings set forth in the Second Amended Registration Statement.

Amendment No. 1 to Registration Statement
on Form S-4

Cover Page

 1. In the second paragraph on the prospectus cover page, you disclose what will happen to each share
of Jade common stock (including the shares to be issued in the Jade Pre-Closing Financing) and each share of Jade Series Seed Convertible
Preferred Stock upon consummation of the merger. Please also disclose what will happen to the Jade pre-funded warrants to be issued in
the Jade Pre-Closing Financing. In this regard, we note your disclosure on page 5 that the Jade pre-funded warrants will be exchanged
for Aerovate pre-funded warrants.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the Cover
Page of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange
Commission

February 24, 2025

Page 2

 2. The description of Proposal 1 appears to contemplate the approval of two different actions. Specifically,
it appears to contemplate (i) approval of the issuance of shares and (ii) approval of the change of control. Please revise the
description of the proposal to clarify, if true, that Proposal 1 covers one action (i.e., the issuance of shares), which will (i) represent
more than 20% of the shares of your common stock outstanding immediately prior to the Merger and (ii) result in a change of control.
Please make similar revisions throughout the proxy statement prospectus as appropriate. Alternatively, tell us why you do not believe
these revisions are appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the Cover
Page, in the Notice of Special Meeting of Stockholders In Lieu of an Annual Meeting of Stockholders, and on pages 3, 108 and 195
of the Second Amended Registration Statement in response to the Staff’s comment.

Questions and Answers about the Merger

Why am I receiving this proxy statement/prospectus?,
page 2

 3. In the second bullet point, you state that the proxy statement/prospectus serves as a prospectus
of Aerovate used to offer shares of Aerovate common stock, including shares issuable upon the exercise of Aerovate pre-funded warrants
and shares issuable upon the conversion of Aerovate Series A Preferred Stock, which will be issued in exchange for Jade pre-funded
warrants and Jade Preferred Stock, respectively. Please tell us whether the prospectus also is being used to offer the Aerovate pre-funded
warrants and the Aerovate Series A Preferred Stock or whether the issuance of such securities will be made in reliance on an exemption
from registration. If the latter, please explain and provide us with your analysis as to the appropriateness of registering the primary
issuance of the shares underlying such securities.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the proxy statement/prospectus included in
the Second Amended Registration Statement is being used to offer shares of Aerovate common stock, including those issuable upon the exercise
of Aerovate pre-funded warrants and the conversion of Aerovate Series A Preferred Stock. The issuance of Aerovate pre-funded warrants
and Aerovate Series A Preferred Stock will not be made in reliance on an exemption from registration. Instead, these securities are
being registered under the Securities Act as part of the Form S-4 registration statement. In accordance with the SEC Division of
Corporation Finance, Compliance and Disclosure Interpretations, Section 139. 2 Securities Act Section 5, Q. 139.01 (Aug. 14,
2009), the underlying securities must (emphasis added) be registered at the time of the offer and sale of convertible securities
or warrants if such securities are convertible or exercisable within one year. The Aerovate pre-funded warrants and Aerovate Series A
Preferred Stock are exercisable or convertible within one year, respectively. Therefore, the shares of Aerovate common stock issuable
upon the exercise of the pre-funded warrants and the conversion of the Series A Preferred Stock are being registered concurrently
with the offer and sale of these securities.

Securities and Exchange
Commission

February 24, 2025

Page 3

In addition, the Company respectfully
advises the Staff that it has revised the disclosure on pages i, 3 and 129 of the Second Amended Registration Statement in response
to the Staff’s comment. The Company also respectfully advises the Staff that it has revised footnote (1) to the filing fee
table filed as Exhibit 107 to the Second Amended Registration Statement to clarify that the securities being registered include the
shares of Aerovate common stock underlying the Aerovate pre-funded warrants and Aerovate Series A Preferred Stock.

What is the Jade Pre-Closing Financing?,
page 2

 4. Please revise this section to disclose the conversion price for the convertible notes and the amount
of the Jade Pre-Closing Financing that will be represented by the shares issued upon conversion of the convertible notes.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 3 of
the Second Amended Registration Statement in response to the Staff’s comment regarding the conversion price for the convertible
notes. The Company respectfully acknowledges the Staff’s comment regarding amount of the Jade Pre-Closing Financing that will be
represented by the shares issued upon conversion of the convertible notes and advises the Staff that the requested disclosure was previously
included on page 2 of the Amended Registration Statement. The Company respectfully directs the Staff to the language set forth on page
3 of the Second Amended Registration Statement, which is as follows (emphasis added):

On October 30, 2024, concurrently
with the execution and delivery of the Merger Agreement, Jade entered into the Securities Purchase Agreement with certain investors named
therein, including, among others, Fairmount, Venrock Healthcare Capital Partners, and a large investment firm, with participation from
Deep Track Capital, Braidwell LP, Driehaus Capital Management, Frazier Life Sciences, RA Capital Management, Great Point Partners, Soleus
Capital, Avidity Partners, Blackstone Multi-Asset Investing, Logos Capital, Deerfield Management, OrbiMed, and Samsara BioCapital, pursuant
to which such investors agreed to purchase shares of Jade common stock and pre-funded warrants to purchase shares of Jade common stock
at an estimated purchase price of $5.9407 per share and $5.9406 per pre-funded warrant for an aggregate purchase price of approximately
$300.0 million (which reflects the conversion of the previously issued $95 million of convertible notes).

Why is Aerovate seeking stockholder approval
to issue shares..., page 4

 5. You state that you expect to issue approximately 1.06 million shares of your common stock, excluding
shares underlying the Aerovate pre-funded warrants and the Aerovate Series A Preferred Stock to be issued in connection with the
merger. To the extent known, please also disclose the number of shares of your common stock you expect to underly such securities or otherwise
advise. In this regard, we note your disclosure regarding the Jade Pre-Closing Financing on page 310.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 5 of
the Second Amended Registration Statement in response to the Staff’s comment.

Will the common stock of the Combined Company
trade on an exchange?, page 5

 6. Given that the Nasdaq listing condition is waivable, please revise your disclosure to indicate whether
recirculation or resolicitation of stockholders will occur prior to the vote if the listing application is not approved but the condition
is waived. If stockholders will not have certainty regarding the listing of the combined company's shares at the time they are asked to
vote, please clarify this fact. Please also provide risk factor disclosure that addresses the potential consequences of the parties waiving
the condition and the closing occurring without the Nasdaq listing, including but not limited to the liquidity implications thereof.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the Cover
Page and pages 6 and 29 of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange
Commission

February 24, 2025

Page 4

What happens if I do not return a proxy
card..., page 7

 7. You state that the failure to return a proxy card or otherwise vote or provide proxy instructions
will reduce the aggregate number of votes required to approve Proposal Nos. 1, 5, 6 and 7 and will have the effect of a vote “AGAINST”
Proposal Nos. 2, 3 and 4. Please revise your disclosure to clarify how proxies will vote shares represented by a validly signed and returned
proxy card that is not completed. In this regard, we note your disclosures in your discussions of the proposals that, unless otherwise
instructed, it is the intention of the proxies to vote shares represented by properly executed proxy cards "FOR" each of the
proposals.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 8–9
of the Second Amended Registration Statement in response to the Staff’s comment.

May I attend the Aerovate Special Meeting
and vote in person?, page 7

 8. To the extent applicable, please disclose how stockholders who hold their shares in "street
name" may attend the special meeting and vote in person.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 9
of the Second Amended Registration Statement in response to the Staff’s comment.

What are the material U.S. federal income
tax considerations of the Merger..., page 8

 9. You state that there will be no U.S. federal income tax considerations to your stockholders as a
result of the merger. To the extent applicable, please briefly address any U.S. federal income tax considerations to your stockholders
resulting from the cash payments to be made to your stockholders for the Aerovate ITM Options to be cancelled in connection with the merger.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 10
and 149 of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange
Commission

February 24, 2025

Page 5

Prospectus Summary

The Companies, page 10

 10. We note your discussion of JADE-001 on pages 10 and 11. Similar to your disclosure on page 235,
please disclose here that you were founded by Fairmount Funds Management LLC in 2024 and launched to research and develop antibody candidates
licensed from Paragon Therapeutics, Inc., an antibody discovery engine founded by Fairmount. In addition, your revised disclosure
should:

 · specifically disclose that you license JADE-001 from Paragon and that you have an unexercised option
to license JADE-002 and JADE-003 from Paragon;

 · identify Fairmount and Paragon as related parties; and

 · include a cross reference to a more fulsome discussion of your relationship, and the nature of these
arrangements, with Paragon.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 12–13
of the Second Amended Registration Statement in response to the Staff’s comment.

The Special Meeting of Aerovate Stockholders

Required Vote, page 98

 11. In the second sentence, you state that abstentions and broker non-votes will be counted towards
a quorum. However, in the second paragraph, you state that abstentions and broker non-votes will not be treated as shares present for
the purpose of a quorum for the transaction of business at the special meeting. Please revise your disclosures to reconcile this apparent
inconsistency or otherwise advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 111-112
of the Second Amended Registration Statement in response to the Staff’s comment.

The Merger

Aerovate's Reasons for the Merger, page 108

 12. We note that one of the factors considered by your board of directors in support of its decision
to approve the merger agreement included the board’s conclusion that the merger would provide your existing stockholders a "significant
opportunity" to participate in the potential growth of the combined company following the merger. Please revise your disclosure to
clarify what you mean by "significant opportunity." In this regard, we note that your existing stockholders will in the aggregate
hold approximately 1.6% of the fully-diluted shares of your common stock immediately following the merger, a substantially smaller percentage
than proposed by the other counterparties discussed in the "Background of the Transaction."

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14
and 124 of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange
Commission

February 24, 2025

Page 6

Opinion of Aerovate's Financial Advisor,
page 114

 13. We note your statement on page 115 that, in connection with the Lucid Opinion, Lucid (i) reviewed
certain pro forma financial effects of the merger and (ii) reviewed and analyzed certain internal financial analyses, including the
cash burn model over the next year and whether concurrent capital raised would sufficiently cover select programs, reports, and other
information concerning Jade provided by Jade. However, we do not see disclosure of these projections in the discussion regarding the Lucid
Opinion. Please provide us with your analysis as to whether these projections are material. In your analysis, tell us whether these projections
were used or relied upon by your board of directors or Lucid in