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Correspondence 0001213900-24-086845 from Pasithea Therapeutics Corp. (KTTA)

Pasithea Therapeutics Corp.
Date: Oct. 10, 2024 · CIK: 0001841330 · Accession: 0001213900-24-086845

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File numbers found in text: 333-282532

Date
October 10, 2024
Author
By
Form
CORRESP
Company
Pasithea Therapeutics Corp.

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance File No. 333-282532 Acceleration Request Requested Date: October 11, 2024 Requested Time: 5:00 p.m., Eastern Time

Re: Pasithea Therapeutics Corp.

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pasithea Therapeutics Corp. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above 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 Commission.

Please call Tracy Buffer of Lowenstein Sandler LLP at (973) 597-2434 to confirm the effectiveness of the Registration Statement or with any questions.

Sincerely,
PASITHEA THERAPEUTICS CORP.

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CORRESP
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filename1.htm

October 10, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Pasithea Therapeutics Corp.

    Registration Statement on Form S-3

    File No. 333-282532

    Acceleration Request

    Requested Date:
    October 11, 2024

    Requested Time:
    5:00 p.m., Eastern Time

Dear Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Pasithea Therapeutics Corp. (the “Company”) hereby requests that the above-referenced
Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the
“Commission”) at the “Requested Date” and “Requested Time” set forth above 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 Commission.

Please call Tracy Buffer of Lowenstein Sandler LLP
at (973) 597-2434 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    PASITHEA THERAPEUTICS CORP.

    By:
    /s/ Tiago Reis Marques

    Name:
    Tiago Reis Marques

    Title:
    Chief Executive Officer