SecProbe.io

CORRESP
 1
 filename1.htm

 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. 2 to Registration Statement
 on Form S-4

 Filed February 24, 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
March 11, 2025 (the " Comment Letter "), pertaining to the Company's above-referenced Amendment No. 2
to Registration Statement on Form S-4/A (the " Second Amended Registration Statement "). In connection with such
responses, the Company is concurrently filing Amendment No. 3 to the Registration Statement (the " Third 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 Third Amended Registration
Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Third Amended
Registration Statement.

 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages i
and 129 of the Third 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 Third
Amended Registration Statement to clarify that the securities being registered include the Aerovate pre-funded warrants and Aerovate Series
A Preferred Stock.

 Securities and Exchange Commission

 March 14, 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 10
and 112 of the Third Amended Registration Statement in response to the Staff's comment.

 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that while the Lucid Opinion implies that Lucid reviewed pro forma financial effects of the Merger and a Jade cash burn model, no projections regarding Jade's operating forecast were reviewed or considered by Lucid when rendering the Lucid Opinion. The only pro forma financial effects of the Merger or cash burn projection provided by Jade to the Company or Lucid were (i) a pro forma ownership structure of the Combined Company and (ii) an estimate of the period through which Jade believed that the expected net proceeds from the Merger and the Jade pre-closing financing, together with Jade's existing cash, would enable Jade to fund its operating expenses, both of which are disclosed in the Third Amended Registration Statement in the section titled "Principal Stockholders of the Combined Company" and on pages 131, 333 and 340, respectively.

 Securities and Exchange Commission

 March 14, 2025

 Page 3

 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that, in accordance with Section III of Staff
Legal Bulletin No. 19, the Third Amended Registration Statement includes the opinions of counsel from the Company and Jade
to be executed prior to the effectiveness of the Third Amended Registration Statement covering the material tax consequences of the merger
as Exhibit 8.1 and Exhibit 8.2, and that the Company has revised the applicable disclosures in the Third Amended Registration
Statement on pages 147 and 148.

 Securities and Exchange Commission

 March 14, 2025

 Page 4

 *****

 Please contact
the undersigned at (212) 813-8800 or via email at eoconnor@goodwinlaw.com if you have any questions with respect to the foregoing.

 Very
 truly yours,

 /s/
 Edwin M. O'Connor

 Edwin
 M. O'Connor, Esq.

 Goodwin
 Procter LLP

 cc:
 Timothy
 Noyes, Aerovate Therapeutics, Inc.

 George
 Eldridge, Aerovate Therapeutics, Inc.

 Tevia
 K. Pollard, Esq., Goodwin Procter LLP

 Alicia
 M. Tschirhart, Esq . , Goodwin Procter LLP

 Ryan
 A. Murr, Gibson, Dunn & Crutcher LLP

 Branden
 C. Berns, Gibson, Dunn & Crutcher LLP