Correspondence 0001104659-23-068461 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: June 6, 2023 · CIK: 0001829635 · Accession: 0001104659-23-068461

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File numbers found in text: 333-272082

Date

June 6, 2023

Author

H.C. WAINWRIGHT & CO., LLC

Form

CORRESP

Company

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)

Letter

Re: TransCode Therapeutics, Inc.

June 6, 2023

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Registration Statement on Form S-1 (Registration No. 333-272082) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-272082) (the “Registration Statement”), hereby concurs in the request by TransCode Therapeutics, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Tuesday, June 6, 2023, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,
H.C. WAINWRIGHT & CO., LLC

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CORRESP
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filename1.htm

June 6, 2023

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: TransCode Therapeutics, Inc.

Registration Statement on Form S-1
(Registration No. 333-272082) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-272082)
(the “Registration Statement”), hereby concurs in the request by TransCode Therapeutics, Inc. that the effective
date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Tuesday, June 6, 2023, or as
soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

    Name:
    Edward D. Silvera

    Title:
    Chief Operating Officer

430 Park Avenue | New York, NY
10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC

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