Correspondence 0001193125-24-019393 from Alto Neuroscience, Inc. (ANRO)
Alto Neuroscience, Inc.
Date: Jan. 30, 2024 · CIK: 0001999480 · Accession: 0001193125-24-019393
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File numbers found in text: 333-276495
Letter
Alto Neuroscience, Inc.
369 South San Antonio Road
Los Altos, CA 94022
January 30, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lauren Hamill, Tim Buchmiller, Li Xiao, Mary Mast
Re: Alto Neuroscience, Inc.
Registration Statement on Form S-1, as amended (File No. 333-276495)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Alto Neuroscience, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m. Eastern time, on February 1, 2024, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.
Once the Registration Statement has been declared effective, please orally confirm that event with Divakar Gupta of Cooley LLP at (212) 479-6474 or, in his absence, Christina Roupas of Cooley LLP at (312) 881-6670.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
Very truly yours,
Alto Neuroscience, Inc.
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CORRESP 1 filename1.htm CORRESP Alto Neuroscience, Inc. 369 South San Antonio Road Los Altos, CA 94022 January 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill, Tim Buchmiller, Li Xiao, Mary Mast Re: Alto Neuroscience, Inc. Registration Statement on Form S-1, as amended (File No. 333-276495) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Alto Neuroscience, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m. Eastern time, on February 1, 2024, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. Once the Registration Statement has been declared effective, please orally confirm that event with Divakar Gupta of Cooley LLP at (212) 479-6474 or, in his absence, Christina Roupas of Cooley LLP at (312) 881-6670. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement. Very truly yours, Alto Neuroscience, Inc. /s/ Amit Etkin By: Amit Etkin, M.D., Ph.D. Title: President and Chief Executive Officer cc: Nicholas Smith, Alto Neuroscience, Inc. Erin McQuade, Alto Neuroscience, Inc. Divakar Gupta, Cooley LLP Christina Roupas, Cooley LLP Courtney Tygesson, Cooley LLP Laurie Bauer, Cooley LLP Nathan Ajiashvili, Latham & Watkins LLP Christopher Lueking, Latham & Watkins LLP Ross McAloon, Latham & Watkins LLP