SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

James Rolke
Chief Executive Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, CA 92122

 Re: Revelation Biosciences, Inc.
 Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-287423
Dear James Rolke:

 We have conducted a limited review of your 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.

Registration Statement on Form S-1
Cover Page

1. We note your disclosure indicating that under the "zero exercise price"
option, holders
 of your Class H-1 Warrants will have the right to receive an aggregate
of 32,786,880
 shares of your common stock based on the formula provided. Please revise
the cover
 page header to highlight the maximum number of shares that could be
issued upon
 exercise of your Class H-1 Warrants. For guidance, refer to Regulation
S-K, Item
 501(b)(2). Please similarly revise your Summary of the Offering section.
2. Please revise your cover page disclosure to briefly describe the
event(s) that would
 trigger the automatic exercise of the Class H-3 Warrants and any
provisions that
 would preclude automatic exercise.
 May 21, 2025
Page 2
Summary of the Offering
Use of Proceeds, page 4

3. Please review your Use of Proceeds disclosure here and on page 44 to
clarify that if
 the Stockholder Approval is not obtained or another event precludes the
automatic
 exercise of the Class H-3 Warrants, your proceeds from the offering will
be
 significantly reduced.
Risk Factors
Risks Related to this Offering, page 7

4. Please revise this subsection to include a risk factor disclosing that
dilution from the
 offering could cause the company s common stock price to fall below
Nasdaq's
 minimum bid price, which could result in its shares being delisted from
Nasdaq. If the
 registrant has plans to seek shareholder approval for a reverse stock
split, such plans
 should be disclosed in the registration statement, including the
proposed ratio, if
 known. In your new risk factor, please also discuss Nasdaq's recent
actions taken
 pursuant to Listing Rule 5101 with respect to other companies that have
consummated
 offerings involving zero exercise price warrants, or advise.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Alan Campbell at 202-551-4224 or Joe McCann at
202-551-6262 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: J.P. Galda, Esq.
</TEXT>
</DOCUMENT>