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Correspondence 0001079973-23-000469 from Cardio Diagnostics Holdings, Inc. (CDIO)

Cardio Diagnostics Holdings, Inc.
Date: April 10, 2023 · CIK: 0001870144 · Accession: 0001079973-23-000469

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File numbers found in text: 333-271147

Date
April 10, 2023
Author
Meeshanthini V. Dogan
Form
CORRESP
Company
Cardio Diagnostics Holdings, Inc.

Letter

Correspondence

Cardio Diagnostics Holdings, Inc.

400 North Aberdeen Street, Suite 900

Chicago, IL 60642

April 10, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Tim Buchmiller

Re: Cardio Diagnostics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-271147

Acceleration Request

Requested Date: April 11, 2023

Requested Time: 4:30 p.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-271147) (the “Registration Statement”) be declared effective 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 Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

Very truly yours,
CARDIO DIAGNOSTICS HOLDINGS, INC.

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CORRESP
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Correspondence

Cardio Diagnostics Holdings, Inc.

400 North Aberdeen Street, Suite 900

Chicago, IL 60642

April 10, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:	Tim Buchmiller

Re:	Cardio Diagnostics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-271147

Acceleration Request

  Requested Date:
  April 11, 2023

  Requested Time:
  4:30 p.m. Eastern Time, or as soon thereafter as practicable

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration
Statement on Form S-l (File No. 333-271147) (the “Registration Statement”) be declared effective 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 Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

    Very truly yours,

                    CARDIO DIAGNOSTICS HOLDINGS, INC.

     By:
    /s/ [Meeshanthini V. Dogan

    Meeshanthini V. Dogan
Chief Executive Officer

cc:  P. Rupert Russell, Esq.

                                                                                Shartsis Friese LLP