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Correspondence 0001193125-24-019400 from Alto Neuroscience, Inc. (ANRO)

Alto Neuroscience, Inc.
Date: Jan. 30, 2024 · CIK: 0001999480 · Accession: 0001193125-24-019400

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File numbers found in text: 333-276495

Date
January 30, 2024
Author
JEFFERIES LLC
Form
CORRESP
Company
Alto Neuroscience, Inc.

Letter

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

Acceleration Request

Requested Date: Thursday, February 1, 2024

Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Alto Neuroscience, Inc. (the “Company”) for acceleration of the effective time of the above-referenced Registration Statement, requesting effectiveness as of 4:30 P.M., Eastern Time, on February 1, 2024, or at such later time as the Company or its outside counsel, Cooley LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the 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, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,
JEFFERIES LLC

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 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

Acceleration Request

Requested Date: Thursday, February 1, 2024

Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Alto Neuroscience, Inc. (the “Company”) for acceleration of the
effective time of the above-referenced Registration Statement, requesting effectiveness as of 4:30 P.M., Eastern Time, on February 1, 2024, or at such later time as the Company or its outside counsel, Cooley LLP, may request via telephone call
to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the 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, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

 JEFFERIES LLC

COWEN & COMPANY, LLC

 STIFEL, NICOLAUS &
COMPANY, INCORPORATED

As representatives of the underwriters

JEFFERIES LLC

By:

/s/ Michael Brinkman

Name:

Michael Brinkman

Title:

Managing Director & Joint U.S. Head

of Biopharmaceuticals

COWEN & COMPANY, LLC

By:

/s/ Bill Follis

Name:

Bill Follis

Title:

Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Nick Oust

Name:

Nick Oust

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request]