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January 23, 2023
Christian Kopfli, Esq.
Chief Executive Officer
Chromocell Therapeutics Corporation
675 US Highway Route 1 South
North Brunswick, NJ 08906
Re:Chromocell Therapeutics Corporation
Registration Statement on Form S-1
Filed January 11, 2023
File No. 333-269188
Dear Christian Kopfli:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed January 11, 2023
Cover Page
1.We note that you have applied to list your common stock on the Nasdaq Global Market.
Please revise the cover page of the IPO Prospectus as follows:
•State that no assurance can be given that your listing application will be approved, as
you have on page 89.
•State that your offering is contingent upon final approval of your NASDAQ listing
and that the offering will terminate absent receipt of such approval, as you have on
page 4.
Please ensure your disclosure is consistent with your underwriting agreement.
2.According to your preliminary fee table and disclosure on pages 7 and 105, it appears that
you will issue warrants to your underwriter, Maxim Group LLC, and warrants to your

 FirstName LastNameChristian Kopfli, Esq.
 Comapany NameChromocell Therapeutics Corporation
 January 23, 2023 Page 2
 FirstName LastNameChristian Kopfli, Esq.
Chromocell Therapeutics Corporation
January 23, 2023
Page 2
financial advisor, A.G.P./Alliance Global Partners, and seek to register these warrants and
common stock underlying these warrants as part of your initial public offering registration
statement. If true, please revise your cover page and offering summary to clarify the
issuance and registration of these warrants and underlying common stock or otherwise
advise.
The price of our securities may be volatile and fluctuate substantially . . ., page 36
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. As such:
•Please revise this risk factor or include a separate risk factor addressing the potential
for rapid and substantial price volatility and any known factors specific to your
offering that may add to this risk.
•Clarify that any such volatility, including any stock-run up, may be unrelated to your
actual or expected operating performance and financial condition or prospects, which
could make it difficult for prospective investors to assess the rapidly changing value
of your stock.
•Discuss the risks to investors when investing in securities where the price may
change rapidly.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 52
4.We reference the disclosure on page 52 and F-21 that the valuation of the intellectual
property related to Chromocell Holding’s NaV1.7 program and its clinical-stage CC8464
lead compound was valued at $44,808,301 by an outside valuation firm based on the cost
approach of valuation.   Please tell us the nature and extent of the specialist’s
involvement and whether you believe the specialist was acting as an expert as defined
under Section11(a) of the Securities Act of 1933 and Section 436(b) of Regulation C, such
that you must disclose the name of the specialist in the Form S-1 along with a consent
from the specialist. If you conclude the specialist is not considered an expert under the
Securities Act, please revise your disclosures to clarify.
Unaudited Condensed Consolidated Financial Statements of Chromocell Therapeutics
Corporation
Note 6. Intangible Assets, page F-21
5.Please revise the disclosure to clearly explain your accounting for the intangible assets
acquired through the contribution agreement in August 2022.  Please address the
following:

•Disclose how you valued the intangible assets, including the specific assumptions
that were used in the valuation;

 FirstName LastNameChristian Kopfli, Esq.
 Comapany NameChromocell Therapeutics Corporation
 January 23, 2023 Page 3
 FirstName LastName
Christian Kopfli, Esq.
Chromocell Therapeutics Corporation
January 23, 2023
Page 3
•Discuss the basis for a valuation in excess of $44 million;
•Identify the accounting literature upon which you relied in determining your
accounting for the acquisition of the intangible assets;
•Tell us whether the contribution agreement is between entities under common control
and how that impacted your accounting.  In that regard, please address how you
considered that the contributed assets should not be recorded at their historical
amounts on the Contribution Date;
•Explain the basis for the 12 year useful life of the intangible asset.
            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.
            You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Sprague Hamill at 303-844-1008 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Danovitch, Esq.