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Correspondence 0001104659-23-103272 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: Sept. 22, 2023 · CIK: 0001829635 · Accession: 0001104659-23-103272

AI Filing Summary & Sentiment

File numbers found in text: 333-274251

Date
September 22, 2023
Author
Not clearly detected
Form
CORRESP
Company
Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Attention: Tim Buchmiller Withdrawal of Acceleration Request and Request for Acceleration of Effectiveness Registration Statement on Form S-1, as amended File No. 333-274251

Dear Mr. Buchmiller,

Reference is made to the letter of TransCode Therapeutics, Inc. (the “Company”), filed as correspondence via EDGAR on September 15, 2023, in which the Company requested (the “First Request”) the acceleration of the effective time and date of Company’s Registration Statement on Form S-1 (File No. 333-274251) (the “Registration Statement”) to 5:00 p.m., Eastern time, on September 19, 2023. The Company has filed an Amendment No. 2 to the Registration Statement, dated September 22, 2023 and, as you have requested, formally withdraws the First Request.

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date and time of the Company’s Registration Statement be accelerated to September 26, 2023, at 5:00 p.m., Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Finnbarr Murphy at (212) 459-7257.

If you have any questions regarding this request, please contact Michael Bison and Finnbarr Murphy of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com), respectively.

Sincerely,
TRANSCODE THERAPEUTICS, INC.

Show Raw Text
CORRESP
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filename1.htm

VIA EDGAR

September 22, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:

    TransCode Therapeutics, Inc.

    Withdrawal of Acceleration Request and

    Request for Acceleration of Effectiveness

    Registration Statement on Form S-1, as amended

    File No. 333-274251

Dear Mr. Buchmiller,

Reference is made to the letter of TransCode Therapeutics, Inc.
(the “Company”), filed as correspondence via EDGAR on September 15, 2023, in which the Company requested (the
 “First Request”) the acceleration of the effective time and date of Company’s Registration Statement on
Form S-1 (File No. 333-274251) (the “Registration Statement”) to 5:00 p.m., Eastern time, on
September 19, 2023. The Company has filed an Amendment No. 2 to the Registration Statement, dated September 22, 2023 and, as you
have requested, formally withdraws the First Request.

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date and time of the Company’s
Registration Statement be accelerated to September 26, 2023, at 5:00 p.m., Eastern time, or as soon as practicable thereafter,
unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at
some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin Procter LLP, by calling Finnbarr Murphy at (212) 459-7257.

If you have any questions regarding this request,
please contact Michael Bison and Finnbarr Murphy of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail
(MBison@goodwinlaw.com or FMurphy@goodwinlaw.com), respectively.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

    Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finnbarr Murphy, Goodwin Procter LLP