Correspondence 0001193125-23-233445 from RayzeBio, Inc. (CIK 0001825367)
RayzeBio, Inc. (CIK 0001825367)
Date: Sept. 12, 2023 · CIK: 0001825367 · Accession: 0001193125-23-233445
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File numbers found in text: 333-274193
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CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 September 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky, Margaret Schwartz, Gary Newberry and Kevin Vaughn Re: RayzeBio, Inc. Registration Statement on Form S-1, as amended (File No. 333-274193) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of RayzeBio, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on September 14, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, J.P. MORGAN SECURITIES LLC JEFFERIES LLC EVERCORE GROUP L.L.C. As representatives of the several Underwriters listed in Schedule 1 of the Underwriting Agreement By: J.P. MORGAN SECURITIES LLC By: /s/ Benjamin H. Burdett Name: Benjamin H. Burdett Title: Head of ECM Healthcare By: JEFFERIES LLC By: /s/ Matt Kim Name: Matt Kim Title: Managing Director By: EVERCORE GROUP L.L.C. By: /s/ Gloria Tang Name: Gloria Tang Title: Managing Director [Signature Page to Underwriters’ Acceleration Request]