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Correspondence 0001104659-23-103459 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: Sept. 25, 2023 · CIK: 0001829635 · Accession: 0001104659-23-103459

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File numbers found in text: 333-274251

Date
September 25, 2023
Author
TRANSCODE THERAPEUTICS
Form
CORRESP
Company
Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)

Letter

VIA EDGAR Division of Corporation Finance Office of Life Sciences Attention: Tim Buchmiller Re: TransCode Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1, as amended File No. 333-274251

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 25, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, 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 Finn Murphy at (212) 459-7257.

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, with any questions.

Sincerely,
TRANSCODE THERAPEUTICS,
INC.

Show Raw Text
CORRESP
1
filename1.htm

September 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549-3233

Attention: Tim Buchmiller

Re:          TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement
on Form S-1, as amended

File No. 333-274251

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
September 25, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, 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 Finn Murphy
at (212) 459-7257.

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, with any questions.

    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

    Finn Murphy, Goodwin Procter LLP