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CORRESP
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 CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.
 2051 Ringwood Avenue San Jose,
California 95131 August 12, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division
of Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Attn:

 Chris Edwards

 Re:

 Rani Therapeutics Holdings, Inc.

 Registration Statement on Form S-3

 File No. 333-289424

 Acceleration Request

 Requested Date:

 August 14, 2025

 Requested Time:

 4:15 PM Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rani Therapeutics Holdings, Inc. (the “ Company ”)
hereby requests that the Securities and Exchange Commission (the “ Commission ”) accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the
“ Registration Statement ”) and declare the Registration Statement effective as of 4:15 p.m. Eastern Time, on August 14, 2025, or as soon thereafter as possible, or at such other time as the Company or its counsel may
request by telephone to the staff of the Commission. The Company hereby authorizes each of Josh Seidenfeld and John McKenna of Cooley LLP, counsel to the Company, to make such a request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP at (650) 843-5059. [Signature page follows]

 Very truly yours,

 Rani Therapeutics Holdings, Inc.

 /s/ Svai Sanford

 By:

 Svai Sanford

 Title:

 Chief Financial Officer
 cc: Josh
Seidenfeld, Cooley LLP John McKenna, Cooley LLP
 [Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Talat Imran
Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, California 95131

 Re: Rani Therapeutics Holdings, Inc.
 Registration Statement on Form S-3
 Filed August 8, 2025
 File No. 333-289424
Dear Talat Imran:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John T. McKenna
</TEXT>
</DOCUMENT>

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 July 9, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549 RE:    Rani Therapeutics Holdings, Inc.
 Registration Statement on Form S-3
 File No. 333-288509
 Ladies and Gentlemen: Rani Therapeutics
Holdings, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on
Form S-3 to become effective on July 11, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the
staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to
the Registrant, at (650) 843-5059.

 Very truly yours,

 RANI THERAPEUTICS HOLDINGS, INC.

 By:

 /s/ S VAI S ANFORD

 Name:

 Svai Sanford

 Title:

 Chief Financial Officer

 cc:
 John T. McKenna, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Talat Imran
Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, CA 95131

 Re: Rani Therapeutics Holdings, Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288509
Dear Talat Imran:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John T. McKenna
</TEXT>
</DOCUMENT>

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CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.

2051 Ringwood Avenue

 San Jose,
California 95131

 December 27, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Christine Westbrook

Re:
 Rani Therapeutics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-268855

Acceleration Request

Requested Date:     December 29, 2022

Requested Time:    4:00 PM Eastern Time

Ladies and Gentlemen:

 Rani Therapeutics
Holdings, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form
S-3, as amended to become effective on December 29, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Josh Seidenfeld of Cooley LLP, counsel to
the Registrant, at (650) 843-5862, or in his absence, John T. McKenna at (650) 843-5059.

[Signature page follows]

Very truly yours,

Rani Therapeutics Holdings, Inc.

By:

/s/ Eric Groen

Name:

Eric Groen

Title:

General Counsel

cc:
 Josh Seidenfeld, Cooley LLP

John T. McKenna, Cooley LLP

 [Signature Page to
Acceleration Request]

United States securities and exchange commission logo
December 22, 2022
Talat Imran
Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, CA 95131
Re:Rani Therapeutics Holdings, Inc.
Registration Statement on Form S-3
Filed December 16, 2022
File No. 333-268855
Dear Talat Imran:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Josh Seidenfeld, Esq.

CORRESP
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CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.

2051 Ringwood Avenue

 San Jose,
California 95131

 August 10, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Abby Adams

Alan Campbell

Re:
 Rani Therapeutics Holdings, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-266444

Ladies and Gentlemen:

 The
undersigned registrant hereby respectfully advises the Staff that it is withdrawing its previous request that the above-referenced Registration Statement be declared effective on Thursday, August 11, 2022. The registrant hereby undertakes to
advise the Staff regarding any future acceleration request as soon as possible.

 [Signature page follows]

Very truly yours,

Rani Therapeutics Holdings, Inc.

 /s/ Eric Groen

By:

Eric Groen

Title:

General Counsel

 cc:

 Josh
Seidenfeld, Cooley LLP

 John McKenna, Cooley LLP

 [Signature Page to
Acceleration Request]

CORRESP
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CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.

2051 Ringwood Avenue

 San Jose,
California 95131

 August 10, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Abby Adams

Alan Campbell

Re:
 Rani Therapeutics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-266444

Acceleration Request

Requested Date: August 10, 2022

Requested Time: 4:30 PM Eastern Time

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Rani Therapeutics Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the
effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m. Eastern
Daylight Time, on August 10, 2022, or as soon thereafter as possible, or at such other time as the Company or its counsel may request by telephone to the staff of the Commission. The Company hereby authorizes each of Josh Seidenfeld and John
McKenna of Cooley LLP, counsel to the Company, to make such a request on its behalf.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Josh Seidenfeld of Cooley LLP at (650) 843-5862, or in his absence, John McKenna of Cooley LLP at (650) 843-5059.

[Signature page follows]

Very truly yours,

Rani Therapeutics Holdings, Inc.

 /s/ Eric Groen

By:

Eric Groen

Title:

General Counsel

 cc:

 Josh
Seidenfeld, Cooley LLP

 John McKenna, Cooley LLP

[Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.

2051 Ringwood Avenue

 San Jose,
California 95131

 August 9, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Abby Adams

 Alan Campbell

Re:
 Rani Therapeutics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-266444

Acceleration Request

 Requested Date:

August 11, 2022

 Requested Time:

4:15 PM Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rani Therapeutics Holdings, Inc. (the
“Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on
Form S-3 (the “Registration Statement”) and declare the Registration Statement effective as of 4:15 p.m. Eastern Daylight Time, on August 11, 2022, or as soon
thereafter as possible, or at such other time as the Company or its counsel may request by telephone to the staff of the Commission. The Company hereby authorizes each of Josh Seidenfeld and John McKenna of Cooley LLP, counsel to the Company, to
make such a request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with
Josh Seidenfeld of Cooley LLP at (650) 843-5862, or in his absence, John McKenna of Cooley LLP at (650) 843-5059.

[Signature page follows]

Very truly yours,

Rani Therapeutics Holdings, Inc.

 /s/ Eric Groen

By:

Eric Groen

Title:

General Counsel

 cc:

 Josh
Seidenfeld, Cooley LLP

 John McKenna, Cooley LLP

 [Signature Page to
Acceleration Request]

United States securities and exchange commission logo
August 3, 2022
Svai Sanford
Chief Financial Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, California 95131
Re:Rani Therapeutics Holdings, Inc.
Registration Statement on Form S-3
Filed August 1, 2022
File No. 333-266444
Dear Mr. Sanford:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Josh Seidenfeld, Esq.

CORRESP
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CORRESP

 RANI THERAPEUTICS HOLDINGS, INC.

2051 Ringwood Avenue

 San Jose,
California 95131

 July 27, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Tracey McKoy

Kevin Kuhar

 Kasey Robinson

Laura Crotty

Re:
 Rani Therapeutics Holdings, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-257809)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Rani Therapeutics Holdings, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date
of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern Daylight Time, on
July 29, 2021, or as soon thereafter as possible, or at such other time as the Company or its counsel may request by telephone to the staff of the Commission. The Company hereby authorizes each of Josh Seidenfeld and Alexa Ekman of Cooley LLP,
counsel to the Company, to make such a request on its behalf. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP confirming this request.

Once the Registration Statement has been declared effective, please orally confirm that event with Josh Seidenfeld of Cooley LLP at (650) 843-5862, or in his absence, Alexa Ekman of Cooley LLP at (858) 550-6183.

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.

 [Signature page follows]

Very truly yours,

Rani Therapeutics Holdings, Inc.

 /s/ Talat Imran

 By:

Talat Imran

Title:

Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 July 27, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Tracey McKoy

Kevin Kuhar

 Kasey Robinson

Laura Crotty

Re:
 Rani Therapeutics Holdings, Inc.

Registration Statement on Form S-1

Submitted July 9, 2021, as amended

File No. 333-257809

Acceleration Request

Requested Date: July 29, 2021

Requested Time: 4:00 p.m., Eastern Daylight Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co. and Canaccord Genuity LLC, as representatives of the
several underwriters, hereby join Rani Therapeutics Holdings, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257809) (the “Registration Statement”) to become effective on July 29, 2021, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

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
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Very truly yours,

BofA Securities Inc.

By:

 /s/ Michael Liloia

Name:

Michael Liloia

Title:

Director

Stifel, Nicolaus & Company, Incorporated

By:

 /s/ Nathan Thompson

Name:

Nathan Thompson

Title:

Director

Cantor Fitzgerald & Co.

By:

 /s/ Sage Kelly

Name:

Sage Kelly

Title:

Head of Investment Banking

Canaccord Genuity LLC

By:

 /s/ Eugene Rozelman

Name:

Eugene Rozelman

Title:

Managing Director

cc:
 Talat Imran, Rani Therapeutics Holdings, Inc.

Edwin M. O’Connor, Goodwin Procter LLP

Deepa M. Rich, Goodwin Procter LLP

Shoaib A. Ghias, Goodwin Procter LLP

Josh Seidenfeld, Cooley LLP

 Mark
B. Weeks, Cooley LLP

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 Josh Seidenfeld

+1 650 843 5862

 jseidenfeld@cooley.com

July 9, 2021

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Kevin Kuhar

Tracey McKoy

 Lauren Hamill

Laura Crotty

Re:
 Rani Therapeutics Holdings, Inc.

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted June 22, 2021

CIK No. 0001856725

 Ladies and
Gentlemen:

 On behalf of Rani Therapeutics Holdings, Inc. (the “Company”), we are responding to the comments (the
“Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated July 6, 2021, relating to the
above-referenced confidential Amendment No.1 to Draft Registration Statement on Form S-1 (the “DRS”). In response to the Comments, the Company has revised the disclosures in its Amended
DRS and is filing a Registration Statement on Form S-1 (the “Registration Statement”) with this response letter.

For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to
the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in
this letter but not otherwise defined herein have the meanings set forth in the Registration Statement.

 Amendment No. 1 to Draft Registration
Statement on Form S-1 Submitted June 22, 2021

 Business

Intellectual Property, page 168

1.
 We note the revised disclosure provided in response to our prior comment 14 and we reissue the comment in
part. In relation to the company’s material patents, please further revise your intellectual property disclosure to clearly describe on an individual or patent family basis the type of patent protection granted for each product or technology
(composition of matter, use, or

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 July 9, 2021

 Page Two

process), the expiration year of each patent, and the jurisdiction, including any foreign jurisdiction, of each material pending or issued patent. In this regard, it may be useful to
provide this disclosure in tabular form to support the narrative already included.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 168-169 of the Registration Statement.

 Please contact me at (650) 843-5862, Mark Weeks at (650) 843-5011 or John McKenna at (650) 843-5059 with any questions or further comments regarding the
Company’s response to the Staff’s comments.

 Sincerely,

 /s/ Josh Seidenfeld

Josh Seidenfeld

Cooley LLP

cc:
 Talat Imran, Rani Therapeutics Holdings, Inc.

Mark B. Weeks, Cooley LLP

 John
T. McKenna, Cooley LLP

 Charles S. Kim, Cooley LLP

Deepa M. Rich, Goodwin Procter LLP

Edwin O’Connor, Goodwin Procter LLP

Sam Zucker, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

 Enclosures

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

United States securities and exchange commission logo
July 6, 2021
Mir Imran
President and Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, CA 95131
Re:Rani Therapeutics Holdings, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 22, 2021
CIK No. 0001856725
Dear Mr. Imran:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 22, 2021
Business
Intellectual Property, page 168
1.We note the revised disclosure provided in response to our prior comment 14 and we
reissue the comment in part. In relation to the company's material patents, please further
revise your intellectual property disclosure to clearly describe on an individual or patent
family basis the type of patent protection granted for each product or technology
(composition of matter, use, or process), the expiration year of each patent, and the
jurisdiction, including any foreign jurisdiction, of each material pending or issued patent.
In this regard, it may be useful to provide this disclosure in tabular form to support the

 FirstName LastNameMir Imran
 Comapany NameRani Therapeutics Holdings, Inc.
 July 6, 2021 Page 2
 FirstName LastName
Mir Imran
Rani Therapeutics Holdings, Inc.
July 6, 2021
Page 2
narrative already included.
            You may contact Kevin Kuhar at 202-551-3662 or Tracey McKoy at 202-551-3772 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Hamill at 303-844-1008 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Josh Seidenfeld

United States securities and exchange commission logo
May 26, 2021
Mir Imran
President and Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, California 95131
Re:Rani Therapeutics Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted April 27, 2021
CIK No. 0001856725
Dear Mr. Imran:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, Submitted April 27, 2021
Cover Page
1.To facilitate an understanding of your corporate structure and the use of proceeds, please
revise the prospectus cover page to explain that you will be implementing an “Up-C”
structure in connection with this offering and clearly identify both the holding and the
operating companies.
2.Please revise the disclosure of your controlled company status on the prospectus cover
page to include the amount of the voting power the controlling shareholder will own
following the completion of the offering and, if true, that you do not intend to comply
with certain corporate governance requirements.

 FirstName LastNameMir Imran
 Comapany NameRani Therapeutics Holdings, Inc.
 May 26, 2021 Page 2
 FirstName LastName
Mir Imran
Rani Therapeutics Holdings, Inc.
May 26, 2021
Page 2
Prospectus Summary, page 1
3.We note your disclosure that RT-110 may be able to meet the need for a more effective
treatment for hypoparathyroidism.  As safety and efficacy determinations are solely within
the authority of the FDA and comparable regulatory bodies, it is inappropriate to state or
imply that your product candidates are safe or effective.  Please revise this statement and
similar statements throughout your prospectus that suggest the safety and efficacy of your
candidates.  Where you deem appropriate, you may present objective data without
including your conclusions related to safety or efficacy.  By way of example only, we
note the following statements:
•your trial results "validate the utility of the RaniPill capsule to deliver octreotide
orally" and "validate the utility of the RaniPill capsule for other biologics"
•administration of adalimumab via the RaniPill capsule is "an effective alternative to
painful SC injections"
•the RaniPill capsule "can be safely consumed on a daily basis for seven days" and "its
remnants can be safely excreted without any complications"
4.We note your disclosure that your plan to create a Master File for the RaniPill capsule
"will serve to significantly de-risk the regulatory pathway for biologic drugs delivered via
the RaniPill capsule."  Please remove this statement and any other statements that imply
that you will be successful in mitigating risk associated with drug development.
Risks Associated with Our Business, page 10
5.Please revise your prospectus summary to discuss that your clinical trials to date have
been conducted outside the U.S.  Please also expand your disclosure in the sixth bullet
point to highlight the risk that your clinical trials have been conducted outside the U.S.
and that if the FDA or comparable regulators do not accept earlier preclinical and clinical
data you may need to conduct additional clinical trials, as discussed on page 39.
Market, Industry and Other Data, page 94
6.Your statements that (i) you have not separately verified the data from third parties, (ii)
your internal research has not been verified by any third party, and (iii) investors are
cautioned not to give undue weight to any such information, projections and estimates,
may imply an inappropriate disclaimer of responsibility with respect to such information.
Please either delete these statements or specifically state that you are liable for the
information related to the market and industry data and your internal research.

 FirstName LastNameMir Imran
 Comapany NameRani Therapeutics Holdings, Inc.
 May 26, 2021 Page 3
 FirstName LastName
Mir Imran
Rani Therapeutics Holdings, Inc.
May 26, 2021
Page 3
Use of Proceeds, page 95
7.Please revise your use of proceeds disclosure as follows:
•Revise to state the approximate amount of offering proceeds intended to be used for
each of your intended uses of proceeds.  In addition, provide an estimate of how far
in the clinical development process for each of your product candidates the allocated
proceeds of the offering will enable you to reach.  Refer to Item 504 of Regulation S-
K.
•It appears from your disclosure that the proceeds from the offering will not be
sufficient to fund development of your product candidates through regulatory
approval and commercialization.  Please disclose the amounts and the sources of
other funds needed to reach regulatory approval and commercialization for each
product candidate.  Refer to Instruction 3 to Item 504 of Regulation S-K.
•With respect to the repayment of your outstanding PPP Loan with Comerica Bank,
revise to disclose the interest rate and maturity of such indebtedness.  If the debt
under the PPP Loan was incurred within one year, also describe the use of the
proceeds of such indebtedness other than short-term borrowings used for working
capital.  Refer to Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses, page 126
8.We note the discussion on page 123 that you do not track research and development costs
on a project-by-project basis.  Please revise the filing to disclose and discuss research and
development costs by the nature of expense for each period presented.
Liquidity and Capital Resources, page 127
9.Please revise your liquidity disclosures to address the fact that you are a holding company
with no operations of your own and that you depend on your subsidiaries for cash.  Please
also disclose any restrictions or other factors that could inhibit your subsidiaries' ability to
pay dividends or make other distributions to the parent company.  Please refer to Item
303(a)(1) of Regulation S-K.
10.Please revise your liquidity disclosures to address the Tax Receivable Agreement,
disclosing your estimates of potential future payments.  In this regard, we note your
statements that you expect the future payments under the agreement could be significant.
This information should also be disclosed in the Summary and in the relevant risk factors.
Business
Core Programs, page 155
11.We note your disclosure that you commissioned a market research study and your
references to your survey conducted by Frost & Sullivan.  With respect to the statements
in your prospectus that are based on such data, please revise to clarify whether such

 FirstName LastNameMir Imran
 Comapany NameRani Therapeutics Holdings, Inc.
 May 26, 2021 Page 4
 FirstName LastName
Mir Imran
Rani Therapeutics Holdings, Inc.
May 26, 2021
Page 4
statements are statements of the third party or statements of the registrant.  If your
disclosure attributes a statement to the third party, or if you commissioned any
other market or industry data cited in the prospectus, please revise your filing to identify
such third party and file a consent from such third party.  Please see Securities Act Rule
436 and Question 233.02 of the Securities Act Rules Compliance and Disclosure
Interpretations.
Evaluation Agreements, page 160
12.For each of the Novartis Evaluation Agreement, Takeda Evaluation Agreement and
CCHN Agreement, please revise to disclose the duration of the agreement, the aggregate
potential future payments to be paid or received, and the termination provisions.  In
addition, please expand your disclosure to describe more clearly the nature and scope of
the intellectual property transferred under these agreements and each party's rights and
obligations.  Please also file these agreements as exhibits or provide your
analysis identifying how you determined that these agreements did not need to be filed as
exhibits pursuant to Item 601(b)(10) of Regulation S-K.
13.We note your disclosure on page 201 regarding your Intellectual Property Agreement and
Exclusive License Agreement with InCube Labs, LLC.  Please disclose here the material
terms and duration of each agreement, any aggregate amounts paid or received to date,
and any aggregate future potential payments to be paid or received under each agreement.
With respect to the Exclusive License Agreement, please also revise to clarify when
the last-to-expire patent that is licensed to you is expected to expire.
Intellectual Property, page 162
14.Please revise your intellectual property disclosure to disclose for each material patent and
patent application the specific products or technologies to which such patents or patent
applications relate.  Also clearly describe on an individual basis the type of patent
protection granted for each product or technology (composition of matter, use, or process),
whether the patents are owned or licensed, the expiration of each patent held, and the
jurisdiction, including any foreign jurisdiction, of each pending or issued patent.  In this
regard, it may be useful to provide this disclosure in tabular form to support the narrative
already included.
Executive Compensation
New Employment Agreements, page 190
15.Please file a form of the new employment agreement(s) to be entered into with each of the
named executive officers, to be effective upon the closing of the offering.

 FirstName LastNameMir Imran
 Comapany NameRani Therapeutics Holdings, Inc.
 May 26, 2021 Page 5
 FirstName LastName
Mir Imran
Rani Therapeutics Holdings, Inc.
May 26, 2021
Page 5
General
16.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
17.Please revise your pipeline table and other graphics throughout your filing to ensure that
the text in all graphics, including footnotes, is legible.
            You may contact Tracey McKoy at 202-551-3772 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Josh Seidenfeld