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    ATTORNEYS
                                            AT LAW

    100
    North Tampa Street, Suite 2700

    Tampa,
    FL 33602-5810

    P.O.
    Box 3391

    Tampa,
    FL 33601-3391

    813.229.2300
    TEL

    813.221.4210
    FAX

    www.foley.com

July
13, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Office of Life Sciences

    Re:
    MIRA Pharmaceuticals, Inc.

    Registration Statement on
    Form S-1

    SEC File No. 333-273024

Ladies
and Gentlemen:

We
are writing on behalf of MIRA Pharmaceuticals, Inc. (the “Company”) in response to a comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated May 29, 2023 (the “First Comment Letter”) relating to the Company’s Registration Statement
on Form S-1, which was originally confidentially submitted to the Commission on May 2, 2023 and subsequently publicly filed by the Company
with the Commission on June 29, 2023 (File No. 333-273024) (the “Registration Statement”). Specifically, we
are submitting this supplemental letter to address comment #26 included in the First Comment Letter (“Comment #26”).

The
supplemental response set forth below is based on information provided to our firm by representatives of the Company. For the convenience
of the Staff, we have restated Comment #26 below in italicized type and have followed the comment with the Company’s response.

  Once you have an estimated offering price or range, please
explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences
between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price or range.
This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial
conversion features. Please discuss with the staff how to submit your response.

The
Company respectfully submits the below additional information to assist the Staff in its review of the Company’s determination
of the fair value of its common stock underlying its outstanding equity awards and the reasons for the difference between the most
recent valuation of its common stock and the estimated offering price for its initial public offering (“IPO”).

    AUSTIN

    Boston

    CHICAGO

    dallas

    DENVER

    DETROIT

    houston

    JACKSONVILLE

    LOS
ANGELES

    MADISON

    MEXICO
CITY

    MIAMI

    MILWAUKEE

    NEW
YORK

    ORLANDO

    SACRAMENTO

    salt
lake city

    SAN
DIEGO

    SAN
FRANCISCO

    SILICON
    VALLEY

    TALLAHASSEE

    TAMPA

    WASHINGTON,
D.C.

    BRUSSELS

    TOKYO

July 13, 2023

Page 2

Proposed
IPO Price Range

The
Company advises the Staff that the Company plans to file an amendment to the Registration Statement shortly with a price range of $6.00
to $8.00 per share (the “Proposed Price Range”) for the IPO (after giving effect to a one-for-five reverse
stock split that the Company implemented on June 28, 2023 (the “Reverse Stock Split”)). All share and per share
numbers in this letter (including information in the option table below) give effect to the Reverse Stock Split.

Summary
of Equity Awards

Since
the Company’s incorporation in September 2020, the Company has granted only the following equity awards to its employees, consultants,
and members of its board of directors:

    Number of

    Per Share Fair

    Shares
    Per Share
    Value of

    Type of
    Underlying
    Exercise
    Common Stock on

    Grant Date
    Award
    Awards
    Price of Award
    Grant Date

    June 15, 2022
      Option
      750,000
    $ 5.00
    $ 5.00

    April 28, 2023
      Option
      400,000
    $ 5.00
    $ 5.00

Please
be advised that, during the period November 2021 through December 2022, the Company conducted a private placement of its
common stock during which it sold an aggregate of 1,539,200 shares of the Company’s common stock at a price of $5.00 per share,
for aggregate gross proceeds of approximately $7.7 million, to a total of 90 investors, most of whom are unrelated third parties who
are not affiliates of the Company or its management and founders (the “Private Placement”).

Historical
Determination of the Fair Value of Common Stock

As
there has been no public market for the Company’s common stock since inception, the exercise price and estimated fair value of
the Company’s common stock has been determined by the Company’s board of directors (the “Board”)
as of the date of each option grant after taking into account input from management. The estimated fair value was determined principally
on the basis of the substantially contemporaneous Private Placement and the price per share paid therein by arm’s-length unrelated
third-party investors. The Board took into account that the securities sold in the Private Placement were the same class of securities
that are issuable pursuant to the Options (i.e., common stock). Accordingly, the Board determined that the grant date per-share
fair value of the shares of common stock underlying the options was and should be the same as the per-share price paid for shares of
common stock issued and sold in the Private Placement.

The
Company notes that it calculated the fair value of the above-described Options using the traditional Black-Scholes option
pricing model, as described in Note 1 and Note 8 to the Company’s audited financial statements for the fiscal years ended December
31, 2022 and 2021.

July 13, 2023

Page 3

Comparison
of Most Recent Valuation and Proposed Price Range

As
noted above, the Proposed Price Range will be approximately $6.00 to $8.00 per share. As is typical in IPOs, the Proposed Price Range
was not derived using a formal determination of fair value, but was determined based on discussions between the Company and the underwriters.
Among the factors that were considered in setting the Proposed Price Range were the following (collectively, the “Primary
Price Factors”):

    ●
    the
                                            recent general market conditions, including the market prices of, and the demand for, publicly
                                            traded common stock of comparable companies, namely early state preclinical pharmaceutical
                                            development companies;

    ●
    the
                                            valuations of comparable companies that completed or launched IPOs in late 2022 and 2023,
                                            as well as such companies’ performance in the months following their IPOs, which valuations
                                            frequently reflected increases from the last private rounds of equity financing prior to
                                            such IPOs, i.e. reflecting step-up multiples in the IPO;

    ●
    the
                                            Company has substantially progressed toward its IPO by confidentially submitting a Draft
                                            Registration Statement on Form S-1 on May 2, 2023, and subsequently publicly filing a Registration
                                            Statement on Form S-1 on June 29, 2023;

    ●
    the
                                            Company’s financial condition and prospects;

    ●
    the
                                            earnings prospects for the Company and the industry in which it operates;

    ●
    the
                                            fact that a successful completion of the IPO would strengthen the Company’s balance
                                            sheet, provide access to public equity and provide enhanced operational flexibility, increasing
                                            the value of the Common Stock compared to that of a private company; and

    ●
    progress
                                            of the Company’s development programs.

Unlike
the grant date fair value of the Company’s stock option grants as a private company, the Proposed Price Range excludes any discount
for the lack of marketability of the Company’s common stock and takes into account that the proposed IPO would provide significant
cash proceeds to the Company to help advance its development programs and substantially strengthen its balance sheet, thereby enabling
the Company to pursue its clinical development plan.

Conclusion

In
light of the foregoing, the Company believes that the actions of the Board to estimate the fair value of the Company’s common stock
used to determine the grant-date fair value of its Option grants complied with the requirements of the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 718 and the Internal Revenue Code of 1986, as amended.

*
* *

July 13, 2023

Page 4

If
you should have any questions concerning the matters discuss herein, please do not hesitate to contact the undersigned at (813) 225-4122.

    Sincerely,

    /s/
    Curt P. Creely

    Curt
    P. Creely

Securities
and Exchange Commission

Sasha
Parikh

Kevin
Vaughn