Correspondence 0001193125-24-274853 from CG Oncology, Inc. (CGON) (CIK 0001991792) (CGON)
CG Oncology, Inc. (CGON) (CIK 0001991792)
Date: Dec. 11, 2024 · CIK: 0001991792 · Accession: 0001193125-24-274853
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File numbers found in text: 333-283725
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CORRESP 1 filename1.htm CORRESP December 11, 2024 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Stifel, Nicolaus & Company, Incorporated 787 7th Avenue, 11th Floor New York, New York 10019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Re: CG Oncology, Inc. Registration Statement on Form S-1 (File No. 333-283725) Acceleration Request Requested Date: December 12, 2024 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the “Representatives”), hereby join in the request of CG Oncology, Inc., a Delaware corporation (the “Registrant”), that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on December 12, 2024, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Securities Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering. [Remainder of page intentionally left blank] Very truly yours, Acting severally on behalf of themselves and the several underwriters MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC TD SECURITIES (USA) LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED MORGAN STANLEY & CO. LLC By: /s/ Chirag Surti Name: Chirag D. Surti Title: Executive Director GOLDMAN SACHS & CO. LLC By: /s/ Lyla Bibi Maduri Name: Lyla Bibi Maduri Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Chris Swindle Name: Chris Swindle Title: Managing Director STIFEL, NICOLAUS & COMPANY, INCORPORATED By: /s/ Nick Oust Name: Nick Oust Title: Managing Director [Signature Page to Underwriters’ Acceleration Request Letter]