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Murphy
Canyon Acquisition Corp.

4995
Murphy Canyon Road, Suite 300

San
Diego, CA 92123

May
12, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Tyler Howes and Laura Crotty

    Re:
    Murphy
    Canyon Acquisition Corp.

    Draft
    Registration Statement on Form S-4 Submitted

    February
    1, 2023

    CIK
    No. 0001896212

Dear
Mr. Howes and Ms. Crotty:

Murphy
Canyon Acquisition Corp. (the “Company” or “Murphy Canyon”) previously submitted a Draft Registration
Statement on Form S-4 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under
the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on February
1, 2023. The Company hereby submits its response to the comment letter to the Registration Statement received on March 1, 2023 from the
staff of the Commission (the “Staff”). The Registration Statement has been revised (the “Amendment”)
to reflect the Company’s responses to the comment letter.

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment and all references
to page numbers in such responses are to page numbers in the Amendment.

Draft Registration Statement on Form S-4

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.

Response:
The Company acknowledges Staff’s comment and has revised the cover page as requested.

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 referencing the post combination equity
                                            stakes on page 7.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosures on the cover page and pages 4 and 7.

3. Please
                                            identify the Private Placement Investor where first discussed.

Response:
The Company acknowledges Staff’s comment and has revised the initial disclosure as well as the defined term in the section Frequently
Used Terms.

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.

Response:
The Company acknowledges the Staff’s comment
and respectfully confirms that pursuant to that certain Letter Agreement dated February 2, 2022, the Sponsor and directors and officers
of MURF agreed to waive their redemption rights without any separate consideration paid in connection with providing such waiver. The
Company has incorporated this clarification on pages 5, 11, 17 and 72.

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.

Response:
The Company acknowledges the Staff’s comment and has incorporated such a disclosure as requested on page
5.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 5, 11, 18 and 72.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on page 7.

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 stockholders are discussed.

Response:
The Company acknowledges the Staff’s comment and has made the requested disclosure at first instance on page 5 as well as disclosures
on pages 11, 18 and 72 where the differing interests of the directors and officers of MURF compared to those of MURF
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.

Response:
The Company acknowledges the Staff’s comment and makes reference to the Tender Offer Compliance and Disclosure Interpretation Question
166.01 (March 22, 2022) that sets forth parameters relating to purchases by a SPAC sponsor or its affiliates outside of the redemption
offer. In connection with the Staff’s comment, the Company has revised the disclosure on pages 18, 49 and 65.

The
Company agrees and confirms that any purchase of MURF common stock will comply with the conditions indicated in C&DI Question 166.01.
In the revised disclosure on the above referenced pages, the Company discloses that any Public Shares purchased by MURF’s Sponsor
or affiliates of MURF will (i) be purchased at a price no higher than the price offered through the SPAC redemption process, (ii) not
be voted in favor of the business combination transaction and (iii) not have redemption rights, or such rights would be waived. Further,
in the event of such purchase, MURF intends to file on a Form 8-K with the required information outlined in C&DI Question 166.01.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 19 and a similar disclosure on page
78.

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.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision on pages 11, 18, and 72 and
has also incorporated a risk factor on page 40 concerning the same disclosure.

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.

Response:
The Company acknowledges the Staff’s comment and has incorporated a risk factor concerning this disclosure on page 40.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the
risk factor on page 24.

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is not 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 44 of the Amendment.

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises that the Private Placement Investor has executed
a subscription agreement and is expected to fund immediately prior to the closing of the Business Combination. However, the
Company cannot guarantee that the Private Placement will close. In response to the Staff’s comment, the Company has revised
the risk factor on page 46.

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.

Response:
The Company acknowledges the Staff’s comment and has removed the risk factor as it does not present a material risk.

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.

Response:
The Company acknowledges the Staff’s comment and has removed the statement as requested.

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 indicat