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Correspondence 0001104659-23-103273 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: Sept. 22, 2023 · CIK: 0001829635 · Accession: 0001104659-23-103273

AI Filing Summary & Sentiment

File numbers found in text: 333-274251

Date
September 22, 2023
Author
Acting on behalf of itself and the several Underwriters
Form
CORRESP
Company
Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)

Letter

Re: TransCode Therapeutics, Inc.

September 22, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1

File No. No. 333-274251

Acceleration Request

Requested Date: September 26, 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 26, 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

Show Raw Text
CORRESP
1
filename1.htm

September 22, 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 26, 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 26, 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