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CORRESP Filing

Pasithea Therapeutics Corp.
Date: May 1, 2025 · CIK: 0001841330 · Accession: 0001213900-25-038336

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File numbers found in text: 333-333

Date
May 1, 2025
Author
Dr. Tiago Reis Marques
Form
CORRESP
Company
Pasithea Therapeutics Corp.

Letter

Re: Pasithea Therapeutics Corp. (the “Company”)

May 1, 2025

VIA EDGAR

United States 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. 333-333-286889 )

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 12 p.m., Eastern Time, on May 5, 2025, or as soon as practicable thereafter.

The Company hereby authorizes James B. O'Grady of Lowerstein Sandler LLP, the Company's outside legal counsel, to orally modify or withdraw this request for acceleration.

Please call Mr. O’Grady at (646) 414-6849 to confirm the effectiveness of the Registration Statement or with any questions.

Very truly yours,
PASITHEA THERAPEUTICS CORP.

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CORRESP
 1
 filename1.htm

 May 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Pasithea Therapeutics Corp. (the “Company”)

 Registration Statement on Form S-1 (File No. 333-333-286889 )

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective
by the Securities and Exchange Commission at 12 p.m., Eastern Time, on May 5, 2025, or as soon as practicable thereafter.

 The Company hereby authorizes James B. O'Grady of Lowerstein Sandler
LLP, the Company's outside legal counsel, to orally modify or withdraw this request for acceleration.

 Please call Mr. O’Grady at (646) 414-6849 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 PASITHEA THERAPEUTICS CORP.

 By:
 /s/ Dr. Tiago Reis Marques

 Dr. Tiago Reis Marques

 Chief Executive Officer