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March 1, 2023
Jack K. Heilbron
Chief Executive Officer
Murphy Canyon Acquisition Corp.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re:Murphy Canyon Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted February 1, 2023
CIK No. 0001896212
Dear Jack K. Heilbron:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted February 1, 2023
Cover Page
1.On the cover page of the joint proxy statement/prospectus which appears immediately
following the letter to stockholders, please clearly disclose the valuation of the target
company where the business combination consideration is discussed, expressed as a dollar
amount.
2.Please revise your disclosure in the third paragraph on this page to show the potential
impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders by including a sensitivity analysis showing a range of redemption scenarios,
including minimum, maximum and interim redemption levels. Please include similar
disclosure in the summary of the material terms of the transaction on page 3 and the Q&A

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March 1, 2023
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referencing the post combination equity stakes on page 7.
3.Please identify the Private Placement Investor where first discussed.
Summary of the Material Terms of the Transaction, page 4
4.We note that certain shareholders have agreed to waive their redemption rights.  Please
describe any consideration provided in exchange for this agreement.
5.We note your discussions of the Shareholder Support Agreement and the Sponsor Support
Agreement throughout the document. In this section, please disclose the percentage of
outstanding shares that have agreed to vote in favor of the business combination.
6.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC stockholders experience a negative rate of return in the
post-business combination company.
7.Please disclose the Sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.  Disclose the
approximate dollar value of that interest based on the transaction value and recent trading
prices as compared to the price paid.
8.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
Questions and Answers about the Business Combination and Proposals, page 6
9.Please add a Q&A discussing all possible sources and extent of dilution that shareholders
who elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Summary of the Proxy Statement/Prospectus
Sponsor, page 13
10.We note that the company's CEO, Jack Heilbron, is the sole and managing member of the
Sponsor, Murphy Canyon Acquisition Sponsor LLC. Please clearly disclose this
information where the Sponsor is first discussed and disclose all associated conflicts of
interest, including quantification of any financial benefit Mr. Heilbron may receive in
connection with the business combination by virtue of his membership in the Sponsor
entity. Your disclosure regarding these conflicts should appear in each place where the
differing interests of the directors and officers of MURF compared to those of MURF

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March 1, 2023
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stockholders are discussed.
Interests of MURF's Directors and Officers in the Business Combination, page 15
11.We note your statement that the Sponsor, Conduit or Conduit's shareholders and/or their
respective affiliates may purchase shares or enter into agreements to purchase shares to
increase the likelihood of approval of the business combination proposal. Confirm your
intent to comply, and revise your disclosure on pages 16, 47 and 63 accordingly, with the
conditions set forth in Question 166.01 of the Tender Offers and Schedules C&DI.
Conditions to the Closing of the Business Combination, page 17
12.Please revise to identify which conditions the parties may waive and still proceed with the
business combination.
Risk Factors, page 22
13.Please highlight the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to stockholders rather than liquidate.
14.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
We have identified material weaknesses in our internal control over financial reporting..., page
26
15.Please revise this risk factor to discuss the steps you have taken, or will take, in order to
remediate the significant deficiency in your internal controls.
If the Business Combination's benefits do not meet the expectations of investors or securities
analysts..., page 39
16.Please disclose here if the parties are currently aware of any ongoing litigation related to
the merger agreement.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of
Chancery..., page 42
17.We note your disclosure regarding the exclusive forum provision.  Please also disclose
that investors may incur increased costs due to the provision and clarify that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.

 FirstName LastNameJack K. Heilbron
 Comapany NameMurphy Canyon Acquisition Corp.
 March 1, 2023 Page 4
 FirstName LastNameJack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
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We may not be able to complete the Private Placement in connection with the Business
Combination., page 44
18.We note the above titled risk factor undermines your disclosure elsewhere which
presumes the private placement will close, including your disclosure that a subscription
agreement has been entered into between the Private Placement Investor and MURF.
Please reconcile or explain.
MURF's stockholders may be held liable for claims by third parties..., page 47
19.We note the above titled risk factor. Please revise to explain why you believe this risk
factor presents a material risk related to the transaction and why you believe that MURF
may not properly assess claims that may be brought against the company.
Special Meeting of MURF Stockholders
Opinion of ValueScope, Inc., page 51
20.Please remove your statement on page 52 that ValueScope's reports and opinions "have
been reviewed by the SEC, Internal Revenue Service and United States Department of
Justice", as such statement implies approval of such reports and opinions by the named
agencies, which is not the case.
Opinion of ValueScope, Inc.
Overview of Key Assumptions and Inputs, page 54
21.We note that the valuation prepared by ValueScope considered 14 indications by Conduit
for the proposed clinical assets.  Please explain how these 14 indications relate to the
pipeline table disclosed on page 128.  In this regard, the disclosure on page 128 indicates
that Conduit (through its funding arrangement with St George Street) currently only has
rights to development clinical assets, AZD1656 and AZD5904, in six indications.
22.You state that the current development stage of each application was provided by Conduit
and MURF, which estimated that completion of Phase I would take approximately 1 year,
Phase II would take approximately 2 years, Phase III would take about 1 year, and
approval from the FDA would take an additional 1 year. You also disclose that
ValueScope researched development timelines by phase in the pharmaceutical industry
and determined that the estimates provided by Conduit management were reasonable.
Please discuss the type and extent of research performed by ValueScope in assessing the
reasonableness of these development timelines.

23.You disclose that Conduit intends to license their products upon successful Phase II
completion and expects that licensing agreements would provide them with development
success driven milestone payments and a royalty on future revenue generated by the
products. Please address the following:
•Clearly explain how the Global Funding Agreement with St George Street provides

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March 1, 2023
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you with exclusive rights to develop AZD1656 and AZD5904 and cite the specific
provisions within this agreement that entitle you to future license fees, milestone
payments and royalties.  Provide us with a copy of the Global Funding Agreement to
assist us with our analysis.
•Tell us why you believe comparing industry milestone payments with large
pharmaceutical companies is comparable to Conduit's operations.
•We note that most of the applications have a low probability rate of success. Tell us
how milestone payments and licensing income were determined for those
applications given the probability of success appears unlikely they would achieve a
stage that would result in milestone payments or licensing income. For example, for
Crohn's disease with a PoS of 20% tell us why it is appropriate to project revenue for
this application.
•Tell us which applications are assumed to have future licensing income and milestone
payments and why.

24.You disclose that Conduit expects future licensing agreements to contain a royalty rate of
15.0% of revenue, and that ValueScope reviewed industry data and observed a range of
12.5% to 18.0% within similar licensing agreements and used a 15.0% royalty rate in its
base case. Tell us what consideration was given to the company being an early stage
biotech with no significant operating history in research and development in determining a
15% royalty rate. For the royalty rates disclosed on page 60, explain to us whether such
rates take into consideration the existing agreements among Conduit Pharmaceuticals Inc.,
St George Street Capital, Vela Technology PLC, and Cizzle PLC, which seem to limit
Conduit's entitlement to future royalties. In your response, please also discuss whether
such limitations also exist for other product candidates.
Comparable Public Companies Selected for Beta Analysis, page 55
25.We note your disclosure of numerous public companies that ValueScope determined were
comparable to Conduit.  Please revise to further disclose the methodology used to reach
this determination and explain why ValueScope believed the identified companies were
comparable to Conduit given its stage of operations and appropriate to use in the
analysis. in the analysis.
Probability of Success ("PoS"), page 57
26.You state on page 55 that ValueScope reviewed two industry studies to determine the
appropriate PoS for each application by stage, and that they selected the PoS data it
deemed most appropriate from each study based on the therapeutic area involved and
averaged the two data points to form its base-case PoS assumptions for each indication.
Please address the following:
•Provide narrative disclosure explaining what is depicted in each of the charts
appearing in this section.
•For each column in the PoS table at the top of page 57, clarify what the PoS

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percentages represent and how each was derived. In this regard, clarify whether the
percentages are meant to indicate the PoS that each indication will complete each
phase of development.
•Walk us through a specific indication and explain what the PoS percentages imply.
For example, are we to infer from this table that for Crohn's Disease you estimate that
there is a 40% PoS that the product candidate will successfully complete Phase II
trials?  If this is the case, why would the PoS for successful completion of Phase III
and ultimate FDA approval then increase to 60% and 83%, respectively?  How do
these phase-by-phase probabilities correlate to a total PoS of 20%?
•Clarify how and when the 61% probability for the COVID-19 indication
was determined and if the new COVID-19 variations affect that probability.
Certain Unaudited Conduit Prospective Financial Information, page 60
27.You disclose that the projections disclosed on page 60 were prepared by Conduit
management, provided to MURF in connection with the evaluation of the Business
Combination, and provided to ValueScope in connection with its fairness opinion. You
also disclose that the projections were provided on a base-case non-probability adjusted
basis and that ValueScope has made adjustments to pre-tax income of each product for the
probability of its success at that point in time. Please address the following:

•Explain how you determined that presenting these projections on a non-probability
adjusted basis without also providing balancing disclosure on a probability-adjusted
basis provides meaningful information to investors.
•Explain your consideration of providing similar pro forma income statement
projections on a probability-adjusted basis, taking into consideration the adjustments
made by ValueScope for purposes of their fairness opinion.
•Expand your narrative discussion to clearly disclose the material assumptions used by
Conduit management when preparing the projections for each line item as well as the
adjustments made by ValueScope.  For example, quantify the assumptions used by
management in projecting future revenues and development costs for each indication
and quantify the specific adjustments made by ValueScope.oAs it relates specifically to revenue projections, in addition to illustrating how
the PoS of each indication was utilized when estimating future licensing income
and milestone payments, please also provide clarity as to how forecasted patent
expiry is reflected in the projected revenue streams.  In this regard, we note your
disclosure that Conduit’s revenue was projected to grow rapidly once several
products launch to market, after which