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CORRESP Filing

IO Biotech, Inc.
Date: July 29, 2025 · CIK: 0001865494 · Accession: 0001193125-25-168423

Offering / Registration Process

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File numbers found in text: 333-288936

Date
July 29, 2025
Author
/s/ Devin Smith
Form
CORRESP
Company
IO Biotech, Inc.

Letter

Re:

IO Biotech, Inc. Ole Maaløes Vej 3 DK-2200 Copenhagen N Denmark July 29, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720

Attention:

Alan Campbell

IO Biotech, Inc. Registration Statement on Form S-3, as amended File No. 333-288936

Acceleration Request

Requested Date: July 31, 2025

Requested Time: 4:00 P.M., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, IO Biotech, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “ Registration Statement ”), be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on July 31, 2025, or as soon thereafter as practicable 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 U.S. Securities and Exchange Commission. Please contact Nick DeAngelis of Sidley Austin LLP at (214) 969-3563 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

Very truly yours,
/s/ Devin Smith

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CORRESP
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 filename1.htm

 CORRESP

 IO Biotech, Inc.
 Ole Maaløes Vej 3
 DK-2200 Copenhagen N
 Denmark July 29, 2025
 Via EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-3720

 Attention:

 Alan Campbell

 Re:

 IO Biotech, Inc. Registration Statement on Form
 S-3, as amended File No. 333-288936

 Acceleration Request

 Requested Date: July 31, 2025

 Requested Time: 4:00 P.M., Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, IO Biotech, Inc. (the “ Company ”) hereby requests
that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “ Registration Statement ”), be accelerated so that the Registration Statement will
become effective at 4:00 P.M., Eastern Time, on July 31, 2025, or as soon thereafter as practicable 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 U.S. Securities and Exchange Commission. Please contact Nick DeAngelis of Sidley Austin LLP at (214)
 969-3563 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 /s/ Devin Smith

 Devin Smith

 General Counsel

 IO Biotech, Inc.

 cc:
 Mai-Britt Zocca, IO Biotech, Inc.
 Amy Sullivan, IO Biotech, Inc.
 Frank Rahmani, Sidley Austin LLP
 Istvan Hajdu, Sidley Austin LLP
 Nick DeAngelis, Sidley Austin LLP