Correspondence 0001104659-23-101201 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)
Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: Sept. 15, 2023 · CIK: 0001829635 · Accession: 0001104659-23-101201
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File numbers found in text: 333-274251
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CORRESP
1
filename1.htm
September 15, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
TransCode Therapeutics, Inc.
Registration Statement on Form S-1
File No. No. 333-274251
Acceleration
Request
Requested
Date:
September
19, 2023
Requested
Time:
5:00
p.m. Eastern Time (US)
Ladies and Gentlemen:
In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter, hereby join
in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m., Eastern Time (US), on September 19, 2023, or at such later time as the Company or its outside counsel,
Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.
Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated September 8, 2023 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
Acting on behalf of itself and the
several Underwriters
THINKEQUITY,
llc
By:
/s/ Kevin Mangan
Name:
Kevin Mangan
Title:
Managing Director, Head of Equity Syndicate