Correspondence 0001193125-23-303260 from Better Therapeutics, Inc. (CIK 0001832415)
Better Therapeutics, Inc. (CIK 0001832415)
Date: Dec. 26, 2023 · CIK: 0001832415 · Accession: 0001193125-23-303260
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File numbers found in text: 333-276030
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CORRESP 1 filename1.htm CORRESP Better Therapeutics, Inc. 548 Market St #49404 San Francisco, CA 94104 VIA EDGAR December 26, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Dillon Hagius Re: Better Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-276030 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Better Therapeutics, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to December 27, 2023, at 4:00 p.m., Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). 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 Shoaib Ghias at (415) 733-6150. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Shoaib Ghias. In connection with the foregoing, the Company hereby acknowledges the following: • should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; • the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and • the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions regarding this request, please contact Shoaib Ghias of Goodwin Procter LLP at (415) 733-6150. Sincerely, Better Therapeutics, Inc. /s/ Leslie Miller Leslie Miller Principal Accounting Officer cc: Shoaib Ghias, Goodwin Procter LLP