Correspondence 0001104659-24-004286 from Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635) (RNAZ)

Transcode Therapeutics, Inc. (RNAZ) (CIK 0001829635)
Date: Jan. 17, 2024 · CIK: 0001829635 · Accession: 0001104659-24-004286

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File numbers found in text: 333-276467

Date

January 17, 2024

Author

LLC

Form

CORRESP

Company

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

Letter

Re: TransCode Therapeutics, Inc.

January 17, 2024

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. 333-276467) -

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 (333-276467) (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 Wednesday, January 17, 2024, 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

January 17, 2024

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. 333-276467) -

    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 (333-276467)
(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 Wednesday, January 17, 2024,
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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