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October 30, 2023
David Tapolczay
Chief Executive Officer
Conduit Pharmaceuticals Inc.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92134
Re:Conduit Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-275056
Dear David Tapolczay:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 17, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.We note the following statement on the cover page: "Because the exercise prices of the
Warrants are greater than the current market price of our Common Stock, such warrants
are unlikely to be exercised and therefore the Company does not expect to receive any
proceeds from such exercise of the Warrants in the near term." Please provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section
and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.

 FirstName LastNameDavid Tapolczay
 Comapany NameConduit Pharmaceuticals Inc.
 October 30, 2023 Page 2
 FirstName LastNameDavid Tapolczay
Conduit Pharmaceuticals Inc.
October 30, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that some of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
Risk Factors, page 8
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose, if true, that even though the current
trading price is significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because they purchased their shares
at a lower price than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 72
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors or other selling
securityholders paid to acquire their shares and warrants, and the price that the public
securityholders paid to acquire their shares and warrants. Disclose that while these selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price, if
true. Please also disclose the potential profit the selling securityholders will earn based on

 FirstName LastNameDavid Tapolczay
 Comapany NameConduit Pharmaceuticals Inc.
 October 30, 2023 Page 3
 FirstName LastName
David Tapolczay
Conduit Pharmaceuticals Inc.
October 30, 2023
Page 3
the current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Todd Mason, Esq.