SecProbe.io

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 January 5, 2026     VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

 RE:
 SAB Biotherapeutics, Inc. Registration Statement on Form S-3 File No. 333-292482 Filed December 29, 2025

 In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to January 7, 2026 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable. In making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act. Please call Brian Lee of Dentons US LLP at (212) 768-6926 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 SAB Biotherapeutics, Inc.

 /s/ Samuel J. Reich

 Samuel J. Reich

 Chief Executive Officer

 cc:
 Ilan Katz, Dentons US LLP

 Wing Shing (Brian) Lee, Dentons US LLP

 US_ACTIVE\123165070\V-1

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 2, 2026

Samuel J. Reich
Chief Executive Officer
SAB Biotherapeutics, Inc.
777 W 41st St., Suite 401
Miami Beach, Florida 33140

 Re: SAB Biotherapeutics, Inc.
 Registration Statement on Form S-3
 Filed December 29, 2025
 File No. 333-292482
Dear Samuel J. Reich:

 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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ilan Katz, Esq.
</TEXT>
</DOCUMENT>

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  CORRESP

  September 26, 2025

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     RE:

     SAB Biotherapeutics, Inc.
Registration Statement on Form S-3

File No. 333-289992

Filed September 2, 2025; amended September 22, 2025

In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to September 30, 2025 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable. In making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

     Very truly yours,

     SAB Biotherapeutics, Inc.

     /s/ Samuel J. Reich

     Samuel J. Reich

     Chief Executive Officer

     cc:

     Ilan Katz, Dentons US LLP

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  CORRESP

     Ilan Katz

ilan.katz@dentons.com

D  +1 212 632 5556

     Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

United States

dentons.com

September 22, 2025

Privileged and Confidential

VIA EDGAR

Jessica Dickerson

Alan Campbell

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

     Re:

     SAB Biotherapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed September 2, 2025

File No. 333-289992

Dear Ms. Dickerson and Mr. Campbell:

By your letter dated September 15, 2025 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided comments to the Registration Statement on Form S-3 (the “Registration Statement”), filed with the Staff on September 2, 2025, by our client, SAB Biotherapeutics, Inc. (the “Company”). This letter sets forth the Company’s response with respect to the comments contained in the SEC Letter.

Concurrently herewith, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via the EDGAR system. The changes made to the Registration Statement reflect the responses of the Company to the Staff’s comments as set forth in the SEC Letter.

The Company has asked us to convey the following as its responses to the Staff.

Registration Statement on Form S-3

Prospectus Summary

July 2025 Private Placement, page 2

     1.

     Please revise your disclosure in this section to clarify that the conversion price for the Series B Preferred Stock is a component in the formula that will be used to calculate the number of common shares issuable upon conversion of the Series B Preferred Stock and that it is not consideration to be paid by preferred stockholders for such conversion. In addition, disclose the formula, as described in Sections 6(b) and 6(c) of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, and briefly describe the adjustments that may impact the formula (e.g., the adjustments described in Section 7 of the Certificate of Designations). Please clarify, if true, that each share of Series B Preferred Stock will initially be convertible into 100 shares of Common Stock.

     Response: The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 1 to clarify that the conversion price for the Series B Preferred Stock is a component in the formula that will be used to calculate the number of common shares issuable upon conversion of the Series B Preferred Stock and that it is not consideration to be paid by preferred stockholders for such conversion. In addition, the Company has revised the

     September 22, 2025

Page 2

     dentons.com

     disclosure in Amendment No. 1 to include the formula, as described in Sections 6(b) and 6(c) of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, and to briefly describe the adjustments that may impact the formula. Finally, the Company has revised the disclosure in Amendment No. 1 to clarify that each share of Series B Preferred Stock will initially be convertible into 100 shares of the Company’s common stock. Please see page 2 of the Registration Statement.

If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at 212-632-5556 or ilan.katz@dentons.com or Brian Lee at 212-768-6926 or brian.lee@dentons.com, respectively.

     Very truly yours,

     /s/ Ilan Katz

     Ilan Katz

IK

September 15, 2025
Samuel Reich
Chief Executive Officer
SAB Biotherapeutics, Inc.
777 W 41st St.
Suite 401
Miami Beach, FL 33140
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed September 2, 2025
File No. 333-289992
Dear Samuel Reich:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
July 2025 Private Placement, page 2
Please revise your disclosure in this section to clarify that the conversion price for the
Series B Preferred Stock is a component in the formula that will be used to calculate
the number of common shares issuable upon conversion of the Series B Preferred
Stock and that it is not consideration to be paid by preferred stockholders for such
conversion. In addition, disclose the formula, as described in Sections 6(b) and 6(c) of
the Certificate of Designation of Preferences, Rights and Limitations of Series B
Convertible Preferred Stock, and briefly describe the adjustments that may impact
the formula (e.g., the adjustments described in Section 7 of the Certificate of
 1.

September 15, 2025
Page 2
Designations). Please clarify, if true, that each share of Series B Preferred Stock will
initially be convertible into 100 shares of Common Stock.
            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.
            Please contact Jessica Dickerson at 202-551-8013 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ilan Katz, Esq.

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  November 24, 2023

  VIA EDGAR

  Division of Corporation Finance

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Doris Stacey Gama

    RE:

    SAB Biotherapeutics, Inc.
Registration Statement on Form S-3

File No. 333-275319

Filed November 3, 2023; amended November 20, 2023

  In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Tuesday, November 28, 2023 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

  Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    SAB Biotherapeutics, Inc.

    /s/ Eddie J. Sullivan

    Eddie J. Sullivan

    Chief Executive Officer

    cc:

    Ilan Katz, Dentons US LLP

  US_ACTIVE\123165070\V-1

United States securities and exchange commission logo
November 7, 2023
Michael King, Jr.
Chief Financial Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, South Dakota 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed November 3, 2023
File No. 333-275319
Dear Michael King:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Lee, Esq.

United States securities and exchange commission logo
September 27, 2023
Russell Beyer
Chief Financial Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, SD 57104
Re:SAB Biotherapeutics, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed April 14, 2023
File No. 001-39871
Dear Russell Beyer:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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  CORRESP

    Brian Lee

Partner

brian.lee@dentons.com

D       +1 212 768 6926

    Dentons US LLP

1221 Avenue of the Americas
New York, NY 10020-1089
United States

dentons.com

  September 26, 2023

  Tara Harkins
Kevin Kuhar
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, DC 20549-3010

    Re:

    SAB Biotherapeutics, Inc.

    Form 10-K for the Year Ended December 31, 2022

    Filed April 14, 2023, as amended April 28, 2023

    File No. 001-39871

  Ladies and Gentlemen:

  By your letter dated September 25, 2023 (the “SEC Letter”), the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided a comment on the Annual Report on Form 10-K for the year ended December 31, 2022, and the recent Quarterly Reports on Form 10-Q (together with the Annual Report, each filed electronically via the EDGAR system by our client, SAB Biotherapeutics, Inc. (the “Company”). This letter sets forth our response with respect to the comment contained in the SEC Letter.

  For the convenience of the Staff, each comment from the SEC Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.

  The Company has asked us to convey the following as its response to the Staff.

  Form 10-K for the Year Ended December 31, 2022

  Exhibits

    1.

    We note the certifications provided in Exhibits 31.1 and 31.2 in this filing and your recent Forms 10-Q do not include the introductory language in paragraph 4 referring to internal control over financial reporting after the end of the transition period that allows these omissions. Please revise your next filing to include the entire text of the certifications found in Item 601(b)(31) of Regulation S-K. Refer to Exchange Act Rule 13a-14(a).

  Response: The Staff’s comment is noted. The Company respectfully advises the Staff that future filings made with the Commission will include the entire text of the certifications found in Item 601(b)(31) of Regulation S-K, including the introductory language in paragraph 4 referring to internal control over financial reporting.

  Larraín Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Muñoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners

  If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212) 768 6926 or brian.lee@dentons.com, or Grant Levine at (212) 768 5384 or grant.levine@dentons.com, respectively.

    Very truly yours,

    /s/ Brian Lee

    Brian Lee

    Partner

    cc:

    Grant Levine

                    Dentons US LLP

    cc:

    Russell Beyer, Chief Financial Officer

                    SAB Biotherapeutics, Inc.

United States securities and exchange commission logo
September 25, 2023
Russell Beyer
Chief Financial Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, SD 57104
Re:SAB Biotherapeutics, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed April 14, 2023
File No. 001-39871
Dear Russell Beyer:
            We have limited our review of your filing to the financial statements and related
disclosures 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Exhibits
1.We note the certifications provided in Exhibits 31.1 and 31.2 in this filing and your recent
Forms 10-Q do not include the introductory language in paragraph 4 referring to internal
control over financial reporting after the end of the transition period that allows these
omissions. Please revise your next filing to include the entire text of the certifications
found in Item 601(b)(31) of Regulation S-K.   Refer to Exchange Act Rule 13a-14(a).
            In closing, 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.

 FirstName LastNameRussell  Beyer
 Comapany NameSAB Biotherapeutics, Inc.
 September 25, 2023 Page 2
 FirstName LastName
Russell  Beyer
SAB Biotherapeutics, Inc.
September 25, 2023
Page 2
            You may contact Tara Harkins at (202) 551-3639 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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  CORRESP

  August 28, 2023

  VIA EDGAR

  Division of Corporation Finance

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Doris Stacey Gama

    RE:

    SAB Biotherapeutics, Inc.
Registration Statement on Form S-3

File No. 	333-274119

Filed August 21, 2023

  In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, August 30, 2023 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

  Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    SAB Biotherapeutics, Inc.

    /s/ Eddie J. Sullivan

    Eddie J. Sullivan

    Chief Executive Officer

    cc:

    Ilan Katz, Dentons US LLP

United States securities and exchange commission logo
August 28, 2023
Russell Beyer
Chief Financial Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, SD 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed August 21, 2023
File No. 333-274119
Dear Russell Beyer:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Grant Levine, Esq.

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May 15, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

			RE:

			SAB Biotherapeutics, Inc.

			Registration Statement on Form S-3

			File No. 333-271768

			Filed May 9, 2023

In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, May 17, 2023 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

			Very truly yours,

			SAB Biotherapeutics, Inc.

			/s/ Eddie J. Sullivan

			Eddie J. Sullivan

			Chief Executive Officer

			cc:

			Ilan Katz, Dentons US LLP

United States securities and exchange commission logo
May 12, 2023
Eddie Sullivan, Ph.D.
President and Chief Executive Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, South Dakota 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed May 9, 2023
File No. 333-271768
Dear Eddie Sullivan:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Lee, Esq.

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May 5, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

			RE:

			SAB Biotherapeutics, Inc.

			Registration Statement on Form S-3

			File No. 333-271543

			Filed May 1, 2023

In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Tuesday, May 9, 2023 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

			Very truly yours,

			SAB Biotherapeutics, Inc.

			/s/ Eddie J. Sullivan

			Eddie J. Sullivan

			Chief Executive Officer

			cc:

			Ilan Katz, Dentons US LLP

United States securities and exchange commission logo
May 4, 2023
Eddie J. Sullivan, PhD
President and Chief Executive Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, South Dakota 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed May 1, 2023
File No. 333-271543
Dear Eddie J. Sullivan:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Lee, Esq.

United States securities and exchange commission logo
February 8, 2023
Eddie Sullivan, Ph.D.
President and Chief Executive Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, SD 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed February 3, 2023
File No. 333-269565
Dear Eddie Sullivan:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz

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February 8, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory

			RE:

			SAB Biotherapeutics, Inc.

			Registration Statement on Form S-3

			File No. 333-269565

			Filed February 3, 2023

In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, SAB Biotherapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, February 10, 2023 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

			Very truly yours,

			SAB Biotherapeutics, Inc.

			/s/ Eddie J. Sullivan

			Eddie J. Sullivan

			Chief Executive Officer

			cc:

			Ilan Katz, Dentons US LLP

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CORRESP

 SAB Biotherapeutics, Inc.

2100 East 54th Street North

Sioux Falls, South Dakota 57104

Telephone: (605) 679-6980

December 13, 2021

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, DC 20549-3010

Attn:
 Lauren Sprague Hamill

 Re:  SAB Biotherapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-261496

 Acceleration Request

 Requested Date:
December 15, 2021

 Requested Time: 4:00 P.M. Eastern Time (or as soon thereafter as possible)

 Dear Mr. Ingram:

SAB Biotherapeutics, Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests
that the above-referenced Registration Statement on Form S-1 be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel, Dentons US LLP, may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

Once the Registration Statement has been declared effective, please orally confirm that event with Ilan Katz of Dentons US LLP, counsel to the
Company, at (212) 632-5556.

Sincerely,

SAB BIOTHERAPEUTICS, INC.

 By:

/s/ Russell Beyer

Name: Russell Beyer

Title: Chief Financial Officer

cc:
 Ilan Katz, Esq.

 Dentons US LLP

United States securities and exchange commission logo
December 8, 2021
Eddie Sullivan
Chief Executive Officer
SAB Biotherapeutics, Inc.
2100 East 54th Street North
Sioux Falls, SD 57104
Re:SAB Biotherapeutics, Inc.
Registration Statement on Form S-1
Filed December 3, 2021
File No. 333-261496
Dear Dr. Sullivan:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz

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Big
Cypress Acquisition Corp.

300
W. 41st Street, Suite 202

Miami
Beach, FL 33140

September
22, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Attention:
    Jane
    Park

    Christopher
    Edwards

    RE:
    Big
    Cypress Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-258869

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Big Cypress Acquisition Corp. (the “Registrant”) hereby requests
acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on Wednesday September
22, 2021, or as soon thereafter as practicable.

The
Registrant hereby authorizes each of Ilan Katz and Brian Lee of Dentons US LLP, outside counsel to the Registrant, to orally modify or
withdraw this request for acceleration.

Please
contact Ilan Katz (at 212-632-5556) or Brian Lee (at 212-768 6926) as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Samuel J. Reich

    Samuel
    J. Reich

    Chief
    Executive Officer

CORRESP
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Big
Cypress Acquisition Corp.

300
W. 41st Street, Suite 202

Miami
Beach, FL 33140

September
21, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Attention:

    Jane
    Park

    Christopher Edwards

    RE:

    Big Cypress Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-258869

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on September 16, 2021 in which we, Big Cypress Acquisition Corp. (the “Registrant”)
requested, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the above-referenced registration statement be accelerated
to 4:30 p.m., Eastern Time, on Tuesday, September 21, 2021, or as soon thereafter as practicable.

The
Registrant is no longer requesting that such Registration Statement be declared effective at such time and the Registrant hereby formally
withdraws its request for acceleration.

    Sincerely,

    /s/
    James Martin

    James
    Martin

    Director

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Big
Cypress Acquisition Corp.

300
W. 41st Street, Suite 202

Miami
Beach, FL 33140

September
16, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Attention:
    Jane
    Park

    Christopher
    Edwards

    RE:
    Big
    Cypress Acquisition Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-258869

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Big Cypress Acquisition Corp. (the “Registrant”) hereby requests
acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on Tuesday September 21,
2021, or as soon thereafter as practicable.

The
Registrant hereby authorizes each of Ilan Katz and Brian Lee of Dentons US LLP, outside counsel to the Registrant, to orally modify or
withdraw this request for acceleration.

Please
contact Ilan Katz (at 212-632-5556) or Brian Lee (at 212-768 6926) as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Samuel J. Reich

    Samuel
    J. Reich

    Chief
    Executive Officer

CORRESP
1
filename1.htm

September
8, 2021

    Jane
    Park, Esq.

    Christopher
    Edwards, Esq.

    Eric
    Atallah

    Al
    Pavot

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100
    F Street, N.E.

    Washington, DC 20549-3010

    Re:
    Big Cypress Acquisition Corp.

                                                         Registration Statement on Form S-4

                                                         Filed August 17, 2021

                                                         File No. 333-258869

Dear
Ms. Park and Mr. Edwards, and Messrs. Atallah and Pavot:

By
your letter dated September 2, 2021 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Registration Statement on Form S-4 filed on August
17, 2021 (File No. 333-258869) (the “Registration Statement”) by our client, Big Cypress Acquisition Corp. (the “Company”),
in connection with the proposed transactions involving the Company, certain subsidiaries of the Company, and SAB Biotherapeutics, Inc.
(“SAB”). This letter sets forth our response with respect to the comments contained in the SEC Letter.

Concurrently
herewith, we are filing Amendment No. 1 to the Registration Statement (the “Amendment”) electronically via the EDGAR
system. The changes made in the Amendment reflect the responses of the Company or SAB, as applicable, to the Staff’s comments as
set forth in the SEC Letter. We have enclosed a copy of the Amendment marked to show the changes made to the Registration Statement.
For your convenience, we have set forth below the Staff’s comments in bold italic typeface followed by the responses of the Company
or SAB thereto, as applicable, and references in the responses to page numbers are to the marked version of the Amendment. Please note
that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Amendment.

The
Company has asked us to convey the following as its responses to the Staff.

SAB
Biotherapeutics operates in a highly competitive industry, page 46

    1.
    We
    note your response to prior comment 12. Please expand your disclosure further to identify the specific products and technologies
    that you have identified as competitors of your current product pipeline.

Response:
We have revised our risk factor disclosure to identify products and technologies that SAB has identified as competitors of its current
product pipeline. We respectfully direct the Staff’s attention to such revised disclosure on page 46 of the Amendment.

Research
and Development, Pipeline Programs, page 123

    2.
    We
    note your response to prior comment number 25. Please remove the progress bars from the Indication column so that they only show
    the progress in preclinical and clinical development.

Response:
We have revised the Pipeline Programs graphic to remove the progress bars from the Indication column. We have also added disclosure about
pre-clinical studies that SAB has conducted for its Auto-Immune Disorders pipeline programs. We respectfully direct the Staff’s
attention to such revised disclosure on page 123 of the Amendment.

Regulatory
Matters, page 125

    3.
    We
                                            note your response to prior comment 32. Please revise your disclosure on page 127 to clarify
                                            which product candidate (or candidates, as applicable) is currently in Phase 2a trial in
                                            the U.K. and which is regulated by the MHRA.

Response:
We have revised our disclosure to clarify that SAB is sponsoring a Phase 2a trial in the U.K. on SAB-176 for influenza, and that trial
is regulated by the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA). We respectfully direct the Staff’s
attention to such revised disclosure on page 127 of the Amendment.

Intellectual
Property, page 131

    4.
    We
                                            note that the patents granted under Patent Family A, which expired in March 2021 and February
                                            2021. Please discuss the impact on your business of the expiry of such patents. Please also
                                            revise the table on page 131 to clarify the patent protection for each Patent Family and
                                            to specify the patent protection in the abstracts for Patent Families D, H, K and L.

Response:
We have expanded our disclosure under the sub header “Intellectual Property.” We have added footnote closure to discuss the
impact of the expiration of Patent Family A on SAB’s business. Furthermore, we have supplemented our tabular disclosure of patents,
as well as the abstracts (including abstracts for patent families D, H, K and L) to clearly identify whether the patents are (i) process,
(ii) composition of matter and/or (iii) use patents. We note that the tabular disclosure also includes the countries where the patents
have been filed or granted, the date of filing, the title of the patent, and if applicable the date the patents expires, or if the patents
have already expired. We respectfully direct the Staff’s attention to such revised disclosure on page 131 of the Amendment.

SAB
MD&A

Liquidity
and Capital Resources, page 139

    5.
    Please
                                            refer to prior comment 35. We do not see where you revised your disclosure regarding
                                            your outstanding receivables. Explain to us where you have disclosed this information or
                                            revise your disclosures accordingly.

Response:
We have revised our disclosure in “Liquidity and Capital Resources” to include a new paragraph disclosing SAB’s outstanding
receivables. We respectfully direct the Staff’s attention to such revised disclosure on page 139 of the Amendment.

SAB
Biotherapeutics, Inc. Consolidated Financial Statements

Note
2 - Summary of Significant Accounting Policies

Research
and development expenses, page F-52

    6.
    Please
                                            refer to prior comment 37. We do not see where you expanded your CRO contracts.
                                            Explain to us where you have disclosed this information or revise your disclosures accordingly.

Response:
We have revised our disclosure in “Note 2 - Summary of Significant Accounting Policies Research and development
expenses” to discuss SAB’s CRO contracts. We respectfully direct the Staff’s attention to such revised disclosure
on page F-52 of the Amendment.

*
* *

If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212) 768 6926 or brian.lee@dentons.com,
or Grant Levine at (212) 768 5384 or grant.levine@dentons.com, respectively.

    Very
    truly yours,

    /s/
    Brian Lee

    Brian
    Lee

    Partner

    cc:
    Samuel
    J. Reich

    Big
    Cypress Acquisition Corp.

United States securities and exchange commission logo
September 2, 2021
Samuel Reich
Chief Executive Officer
Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Re:Big Cypress Acquisition Corp.
Registration Statement on Form S-4
Filed August 17, 2021
File No. 333-258869
Dear Mr. Reich:
            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.
Form S-4 Filed August 17, 2021
SAB Biotherapeutics operates in a highly competitive industry, page 46
1.We note your response to prior comment 12.  Please expand your disclosure further to
identify the specific products and technologies that you have identified as competitors of
your current product pipeline.
Research and Development, Pipeline Programs, page 123
2.We note your response to prior comment number 25. Please remove the progress bars
from the Indication column so that they only show the progress in preclinical and clinical
development.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 September 2, 2021 Page 2
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
September 2, 2021
Page 2
Regulatory Matters, page 125
3.We note your response to prior comment 32.  Please revise your disclosure on page 127 to
clarify which product candidate (or candidates, as applicable) is currently in Phase 2a trial
in the U.K. and which is regulated by the MHRA.
Intellectual Property, page 131
4.We note that the patents granted under Patent Family A, which expired in March 2021 and
February 2021.  Please discuss the impact on your business of the expiry of such patents.
 Please also revise the table on page 131 to clarify the patent protection for each Patent
Family and to specify the patent protection in the abstracts for Patent Families D, H, K
and L.
SAB MD&A
Liquidity and Capital Resources, page 139
5.Please refer to prior comment 35.  We do not see where you revised your disclosure
regarding your outstanding receivables.  Explain to us where you have disclosed this
information or revise your disclosures accordingly.
SAB Biotherapeutics, Inc. Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Research and development expenses, page F-52
6.Please refer to prior comment 37.  We do not see where you expanded your CRO
contracts. Explain to us where you have disclosed this information or revise your
disclosures accordingly.
            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.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 September 2, 2021 Page 3
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
September 2, 2021
Page 3
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Christopher Edwards at 202-551-6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz, Esq.

CORRESP
1
filename1.htm

    Brian
                                            Lee

    Partner

    brian.lee@dentons.com

    D   +1
    212 768 6926

    Dentons
                                            US LLP

                                                                                        1221
                                            Avenue of the Americas

    New
    York, NY 10020-1089

    United
    States

    dentons.com

    Brian Lee

    Partner

August
16, 2021

    Jane
                                            Park, Esq.

    Christopher
    Edwards, Esq.

    Eric
    Atallah

    Al
    Pavot

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100
    F Street, N.E.

    Washington, DC 20549-3010

 Re: Big
                                            Cypress Acquisition Corp.

                                            Draft Registration Statement on Form S-4

                                            Submitted July 2, 2021

                                            CIK No. 0001833214

Dear
Ms. Park and Mr. Edwards, and Messrs. Atallah and Pavot:

By
your letter dated July 29, 2021 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Draft Registration Statement on Form S-4 submitted
on July 2, 2021 by our client, Big Cypress Acquisition Corp. (the “Company”), in connection with the proposed transactions
involving the Company, certain subsidiaries of the Company, and SAB Biotherapeutics, Inc. (“SAB”). This letter sets
forth our response with respect to the comments contained in the SEC Letter.

Concurrently
herewith, we are publicly filing the Registration Statement (the “Registration Statement”) electronically via the
EDGAR system. The changes made in the Registration Statement reflect the responses of the Company or SAB, as applicable, to the Staff’s
comments as set forth in the SEC Letter. We have enclosed a copy of the Registration Statement marked to show the changes made to the
Draft Registration Statement. For your convenience, we have set forth below the Staff’s comments in bold italic typeface followed
by the responses of the Company or SAB thereto, as applicable, and references in the responses to page numbers are to the marked version
of the Amendment. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such
terms in the Registration Statement.

The
Company has asked us to convey the following as its responses to the Staff.

Cover
Page

 1. Please
                                            revise the prospectus cover page to disclose the expected ownership percentages in the combined
                                            company of BCYP’s public stockholders, the Initial Stockholders and SAB’s stockholders.

Larraín
Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo
Balgobin ► HPRP ► Zain & Co. ►
Delany Law ► Dinner Martin ► Maclay Murray
& Spens ► Gallo Barrios Pickmann ► Muñoz
► Cardenas & Cardenas ► Lopez Velarde ►
Rodyk ► Boekel ► OPF Partners

    United
                                            States Securities and

                                                                     Exchange
                                            Commission

                                                                     August
                                            16, 2021

                                                                     Page
                                            2

    dentons.com

Response:
	We have revised the prospectus cover page to disclose the expected ownership percentages in the combined company of BCYP’s
public stockholders, the Initial Stockholders and SAB’s stockholders.

Questions
and Answers, page 5

 2. We
                                            note your disclosure on page 53 that the combined company intends to apply to list its shares
                                            on the Nasdaq Capital Market. Please disclose in this section, where appropriate, and on
                                            the cover page when you will file the initial listing application for the combined company
                                            and whether Nasdaq’s determination will be known at the time that stockholders are
                                            asked to vote on the merger agreement.

Response:
	We have updated our disclosure to indicate that the combined company has applied to list its shares and warrants on the Nasdaq Global
Market. We filed the application with Nasdaq on July 13, 2021. We have also added disclosure to indicate that although stockholders will
not know Nasdaq’s determination at the time stockholders are asked to vote on the Business Combination, it is a condition of the
consummation of the Business Combination that BCYP receive confirmation from Nasdaq that the common stock and warrants of the combined
company has been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met
or that BCYP will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained,
the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the requisite
parties. We respectfully direct the Staff’s attention to such revised disclosure on the cover of the prospectus, as well as on
page 53 of the Registration Statement.

Questions
and Answers, page 5

 3. Please
                                            revise your disclosure, where applicable, to show the potential impact of redemptions of
                                            the per share value of the shares owned by non-redeeming shareholders by including a sensitivity
                                            analysis showing a range of redemption scenarios, including minimum, maximum and interim
                                            redemption levels

Response:
	We have revised our disclosure, where applicable, to show the potential impact of on the shares owned by non-redeeming shareholders
by including a table showing a range of redemption scenarios, including the minimum redemption level, the maximum redemption level and
an interim level that is the midpoint between the minimum and maximum redemption level. We respectfully direct the Staff’s attention
to such revised disclosure on pages 6 and 25 of the Registration Statement.

Q:
Are the proposals conditioned on one another?, page 11

 4. Please
                                            revise, where appropriate (including here and on page 21), to identify which conditions to
                                            the completion of the merger may be waived. We refer to your disclosure on pages 54 and 55.

Response:
	We have revised our disclosure to identify the conditions to the completion of the merger that may be waived by SAB, BCYP or both.
We respectfully direct the Staff’s attention to such revised disclosure on pages 11, 21, 54 and 55 of the Registration Statement.

    United
                                            States Securities and

                                            Exchange Commission

August
16, 2021

Page
3

    dentons.com

Q:
What if I attend the special meeting and abstain or do not vote?, page 16

 5. Please
                                            revise to clarify, if true, that shareholders have redemption rights regardless of whether
                                            they abstain or do not vote on the business combination.

Response:
	We have revised our disclosure to clarify that shareholders (other than the Initial Stockholders) have redemption rights regardless
of whether they abstain or do not vote on the Business Combination. We respectfully direct the Staff’s attention to such revised
disclosure on the cover of the prospectus as well as page 16 of the Registration Statement.

SAB
Biotherapeutics, Inc., page 19

 6. We
                                            note your disclosure on pages 19 and 126 that to date you have generated revenues through
                                            government agreements which have totaled approximately $143 million in awards and generated
                                            approximately $55 million in revenue in 2020. If these products are research use only (RUO)
                                            products, please make that clear in your disclosure.

Response:
	We have revised our disclosure on the requested pages to clarify that such revenues through government agreements have been used
to support development of new investigational products for research use only, build human resources and manufacturing capacity, and advance
clinical studies. We respectfully direct the Staff’s attention to such revised disclosure on pages 19 and 128, of the Registration
Statement.

SAB
Biotherapeutics, Inc., page 19

 7. Please
                                            clarify the meaning of scientific or technical terms the first time they are used in order
                                            to ensure that lay readers will understand the disclosure. For example, please briefly explain
                                            what you mean by terms such as polyclonal, heavy chain and kappa light chain, epitopes, IVIG,
                                            effector cell activation, avidities, high-titer and antigenic drift.

Response:
	We have added explanatory disclosure for scientific or technical terms the first time these terms are used to help lay readers understand
the disclosure.

SAB
Biotherapeutics, Inc., page 19

 8. We
                                            refer to your disclosure on pages 19, 119, 120, 128 and elsewhere in the prospectus that
                                            SAB is capable of rapidly producing targeted, high-potency immunotherapies. Please revise
                                            these statements and any similar disclosure to remove any implication that you will be successful
                                            in advancing your product candidates in a rapid or accelerated manner as such statements
                                            are speculative

Response:
	We have revised our disclosure to remove the implication that SAB will be successful in rapidly producing targeted, high-potency
immunotherapies. Our disclosure in the Information About SAB Biotherapeutics section continues to refer to the “Rapid Response
Antibody Program” since that is the name and substance of SAB’s agreement with the US Department of Defense. However, we
have added disclosure to caution readers that although SAB believes it can develop its technology to be able to rapidly develop antibody-based
medical countermeasures for biological threats, there can be no assurance that SAB will ultimately be successful in its development.

Special
Note Regarding Forward-looking Statements, page 38

 9. We
                                            note the statement that market, ranking and other similar industry data included in this
                                            prospectus may not be reliable and you cannot guarantee the accuracy or completeness of any
                                            such information contained in this proxy statement/prospectus. These statements imply an
                                            inappropriate disclaimer of responsibility with respect to the third party information and
                                            your own research. Please revise to clarify you are responsible for all disclosure in the
                                            prospectus.

Response:
	We have revised our disclosure in the Special Note Regarding Forward-Looking Statements section to remove the statements about market,
ranking and other similar industry data included in the prospectus that imply an inappropriate disclaimer of responsibility with respect
to the third party information and our own research. We have also added a statement that SAB Biotherapeutics and BCYP are responsible
for the disclosures in the proxy statement/prospectus. We respectfully direct the Staff’s attention to such revised disclosure
on pages 38-39of the Registration Statement.

    United
                                            States Securities and

                                            Exchange Commission

August
16, 2021

Page
4

    dentons.com

Risks
Related to the Business and Operations of SAB Biotherapeutics, Inc., page 40

 10. Please
                                            revise this section to expand your disclosure of risks related to the discovery, development
                                            and regulatory approval of your lead product candidates, including the preclinical and early
                                            stage of your products, possible difficulties enrolling patients in your clinical trials,
                                            as well as adverse side effects or other safety risks that could delay or preclude approval.

Response:
	We have revised our disclosures of risks related to the discovery, development and regulatory approval of our product candidates
on the relevant pages to clarify that such activities are uncertain, and contain known and unknown risk factors. We respectfully direct
the Staff’s attention to such revised disclosure on page 41 of the Registration Statement.

SAB's
success depends on our ability to maintain the proprietary nature of our technology, page 45

 11. We
                                            refer to your disclosure on pages 19 and 119 that you have received approximately $250 million
                                            in funding from the U.S. government since SAB’s founding in 2014, approximately $143
                                            million of which were awarded from the U.S. government since 2019. Please expand your risk
                                            factor disclosure, where appropriate, with respect to the rights the government has with
                                            respect to your technology and patents and the portion of your business that may be affected
                                            by the potential exercise of march-in rights.

Response:
	We have revised our discussion of revenues to reflect only the $143 million awarded since 2019 and expanded our risk factors to include
the rights and potential rights of the U.S. government. We respectfully direct the Staff’s attention to such revised disclosure
on pages 19 and 121 of the Registration Statement.

SAB
Biotherapeutics operates in a highly competitive industry, page 46

 12. You
                                            disclose on page 127 that there are over 40 polyclonal antibodies that have been approved
                                            for use in humans by the FDA. We also note your disclosure on pages 46 and 126 that SAB Biotherapeutics
                                            is engaged in highly competitive industries. Please disclose whether any of your key competitors
                                            are developing polyclonal antibodies for indications such as COVID-19, influenza, organ transplant
                                            rejection and type 1 diabetes.

Response:	We
have added additional disclosure to disclose that there are specific products and technologies that compete with SAB’s current
product pipeline. We respectfully direct the Staff’s attention to such revised disclosure on pages 46 and 128 of the Registration
Statement.

    United

United States securities and exchange commission logo
July 29, 2021
Samuel Reich
Chief Executive Officer
Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Re:Big Cypress Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted July 2, 2021
CIK No. 0001833214
Dear Mr. Reich:
            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-4 Submitted July 2, 2021
Cover page
1.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of BCYP’s public stockholders, the Initial Stockholders and
SAB’s stockholders.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 2
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 2
Questions and Answers, page 5
2.We note your disclosure on page 53 that the combined company intends to apply to list its
shares on the Nasdaq Capital Market.  Please disclose in this section, where appropriate,
and on the cover page when you will file the initial listing application for the combined
company and whether Nasdaq’s determination will be known at the time that stockholders
are asked to vote on the merger agreement.
3.Please revise your disclosure, where applicable, to show the potential impact of
redemptions of the per share value of the shares owned by non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum and interim redemption levels.
Q: Are the proposals conditioned on one another?, page 11
4.Please revise, where appropriate (including here and on page 21), to identify which
conditions to the completion of the merger may be waived.  We refer to your disclosure on
pages 54 and 55.
Q: What if I attend the special meeting and abstain or do not vote?, page 16
5.Please revise to clarify, if true, that shareholders have redemption rights regardless of
whether they abstain or do not vote on the business combination.
SAB Biotherapeutics, Inc., page 19
6.We note your disclosure on pages 19 and 126 that to date you have generated revenues
through government agreements which have totaled approximately $143 million in awards
and generated approximately $55 million in revenue in 2020.  If these products are
research use only (RUO) products, please make that clear in your disclosure.
7.Please clarify the meaning of scientific or technical terms the first time they are used in
order to ensure that lay readers will understand the disclosure.  For example, please briefly
explain what you mean by terms such as polyclonal, heavy chain and kappa light chain,
epitopes, IVIG, effector cell activation, avidities, high-titer and antigenic drift.
8.We refer to your disclosure on pages 19, 119, 120, 128 and elsewhere in the prospectus
that SAB is capable of rapidly producing targeted, high-potency immunotherapies.  Please
revise these statements and any similar disclosure to remove any implication that you will
be successful in advancing your product candidates in a rapid or accelerated manner as
such statements are speculative.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 3
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 3
Special Note Regarding Forward-looking Statements, page 38
9.We note the statement that market, ranking and other similar industry data included in this
prospectus may not be reliable and you cannot guarantee the accuracy or completeness of
any such information contained in this proxy statement/prospectus. These statements
imply an inappropriate disclaimer of responsibility with respect to the third party
information and your own research. Please revise to clarify you are responsible for all
disclosure in the prospectus.
Risks Related to the Business and Operations of SAB Biotherapeutics, Inc., page 40
10.Please revise this section to expand your disclosure of risks related to the discovery,
development and regulatory approval of your lead product candidates, including the
preclinical and early stage of your products, possible difficulties enrolling patients in your
clinical trials, as well as adverse side effects or other safety risks that could delay or
preclude approval.
SAB's success depends on our ability to maintain the proprietary nature of our technology, page
45
11.We refer to your disclosure on pages 19 and 119 that you have received approximately
$250 million in funding from the U.S. government since SAB’s founding in 2014,
approximately $143 million of which were awarded from the U.S. government since 2019.
 Please expand your risk factor disclosure, where appropriate, with respect to the rights the
government has with respect to your technology and patents and the portion of your
business that may be affected by the potential exercise of march-in rights.
SAB Biotherapeutics operates in a highly competitive industry, page 46
12.You disclose on page 127 that there are over 40 polyclonal antibodies that have been
approved for use in humans by the FDA.  We also note your disclosure on pages 46 and
126 that SAB Biotherapeutics is engaged in highly competitive industries.  Please disclose
whether any of your key competitors are developing polyclonal antibodies for indications
such as COVID-19, influenza, organ transplant rejection and type 1 diabetes.
The Proposed Charter designates the Court of Chancery of the State of Delaware as the sole and
exclusive forum..., page 56
13.We note your disclosure that the forum selection provision in your Proposed Charter may
have the effect of discouraging lawsuits against the combined company and its directors,
officers or other employees.  Please revise this risk factor and your disclosure in the
Business section to disclose that there is also a risk that your forum selection provision
may result in increased costs for investors to bring a claim.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 4
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 4
Unaudited Pro Forma Combined Condensed Consolidated Financial Information, page 62
14.Please revise your pro forma information to include a pro forma balance sheet as of March
31, 2021 and a pro forma statement of operations for the period ending March 31, 2021.
Refer to Rule 11-02(b) of Regulation S-X.
15.We note your pro forma financial information has been prepared assuming no
redemptions.  Please revise your presentation to also present a maximum redemption
scenario.  Refer to Rule 11-02(a)(10) of Regulation S-X.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 63
16.Please explain to us why adjustment (B), the reclassification of marketable securities held
in the Trust Account, impacts additional paid-in capital.
17.Refer of adjustment (I).  Please explain how the $7.6 million adjustment to retained
earnings (deficit) was calculated.
Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 66
18.We note that you are in the process of assessing the fair market value of the Earnout
Shares due to their complexity and are excluded from the pro forma financial
statements.  Please note that we will defer our evaluation until you have the included an
adjustment for the fair value of the Earnout Shares in your pro forma financial statements..
Background of Negotiations with SAB Biotherapeutics, page 89
19.Please revise your disclosure in this section to describe how the BCYP Board arrived at a
valuation of $300 million for SAB.  Please address in your revisions the methodology
employed in reaching the valuation and the extent to which the BCYP Board considered
such analysis in reaching the valuation and if material, discuss the BCYP Board's analysis,
its conclusions and underlying assumptions.  Additionally, we note your disclosure that
BCYP sent an initial draft letter of intent to SAB in which it proposed the terms of a
business combination.  Please revise to clarify how the transaction structure and
consideration evolved during the negotiations, including the proposals and counter-
proposals made during the course of negotiations, with respect to the material terms of the
merger, including the exchange ratio and earn-out consideration.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 5
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 5
Recommendation of the BCYP Board of Directors and Reasons for the Business Combination,
page 92
20.We note the Board considered SAB Biotherapeutics’s outlook, financial plan and debt
structure. Please tell us whether BCYP’s Board, officers and directors and/or financial
advisors reviewed projected financial information provided by SAB Biotherapeutics. If so,
please revise to disclose such projections, how the board used any projections provided
and discuss all material assumptions used to develop the projections. Also discuss the
possible impact if the projections are not correct and clarify when the projections were
provided.
Certain U.S. Federal Income Tax Considerations, page 112
21.Please revise the heading of this section as well as the introductory paragraph to clarify
that the discussion is of the material tax consequences, not merely certain material tax
consequences. Please refer to Section III.C.1 of Staff Legal Bulletin No. 19 for guidance.
22.We note that counsel appears to be delivering a short-form tax opinion, which references
the opinion as stated in the prospectus. Accordingly, please revise your prospectus to state
that the disclosure in the tax consequences section represents the opinion of counsel.
Please refer to Section III.B.2 of Staff Legal Bulletin No. 19 for guidance.
Information about SAB Biotherapeutics, page 119
23.We note your statements on page 119 and elsewhere that your product candidates are
"best-in-class" and "first-in-class" therapies.  Such terms suggest that your product
candidates are effective and likely to be approved as a new class of immunotherapies for a
range of infectious diseases and immune system disorders.  Given the early stage of
development, it is not appropriate to suggest that your platform and the product candidates
are likely to be effective or receive regulatory approval.  Please delete these references
throughout your registration statement.  If your use of the term was intended to convey
your belief that the product is based on a novel technology or approach, you may discuss
how your technology differs from technology used by competitors.
Research and Development, Pipeline Programs, page 121
24.We refer to the inclusion of SAB-162 for an undisclosed indication in your pipeline table
on page 121.  Given the status of development, no disclosure of specified target
indications and limited disclosure regarding this program, it seems premature to highlight
this product prominently in the pipeline table.  Please remove the program from the
pipeline table or advise.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 6
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 6
25.Please revise the bars in the pipeline chart to remove the shaded areas that appear at the
end of SAB-176 and SAB-185. Please also revise the bars so that they show the progress
in preclinical and clinical development. The bars should not extend into the columns for
the Candidate Name and Indication. We also note disclosure on page 122 that SAB-176 is
currently being evaluated in a Phase 1 safety trial, but the pipeline chart indicates that
Phase 1 is complete. Please revise.
26.We note your disclosure on page 122 that your SAB-185, SAB-176, SAB-142 and SAB-
181 products are “fully human” antibody and globulin candidates that are sourced from
animals. Please clarify and expand your description of your product candidates as “fully
human” in contrast to human-derived immuno-therapeutics in your disclosure in the
Business section.
Immune System Disorders, page 122
27.We note your disclosure on page 122 that SAB is executing on an undisclosed
autoimmune target collaboration with CSL Behring and on page 125 relating to an
undisclosed research collaboration with a U.S. based large Pharma collaborator.  Please
disclose the name of the Pharma collaborator and also advise if there is a collaboration
agreement in place with either CSL Behring or the Pharma collaborator, and if so, please
provide a brief description of the material terms of such arrangement and file
such agreement as an exhibit to the registration statement or explain to us why you believe
you are not required to do so.  Refer to Item 601(b)(10) of Regulation S-K.
28.Please confirm if your collaboration with either CSL Behring and/or a large U.S. based
pharmaceutical company relates to any of the product candidates listed in your pipeline
table. If so, please advise if the inclusion of such collaborations in your pipeline table is
the clearest way to present your programs to investors or revise your disclosure as
appropriate.
29.We refer to your statements in this section that you expect your products, such as SAB-
142, to "perform well based on safety, dosing and tolerability" on page 122.  We also note
your disclosure on page 128 that SAB's human polyclonal antibodies have been "safely"
administered in five clinical human safety studies that your SAB-185 product for COVID-
19 has "progressed to show safety in humans."  Please note that determinations of safety
and efficacy are solely within the authority of the FDA; therefore, please revise the
prospectus to remove all references and/or implications of safety and efficacy, including
the references above.
SAB-176 (Severe Influenza), page 122
30.We refer to your disclosure on page 122 relating to the Phase 1 safety trial for your SAB-
176 product candidate.  Please expand your disclosure to discuss whether any adverse side
effects were observed during your preclinical and clinical trials.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 July 29, 2021 Page 7
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
July 29, 2021
Page 7
SAB-185 (COVID-19), page 122
31.You disclose on page 122 that preclinical data has shown SAB-185 to be significantly
more potent than human-derived convalescent immunoglobin. Please revise your
characterizations of the preclinical and Phase 1 trial to discuss the data, rather than
drawing conclusions from the results.  For example, please discuss the design, scope and
the primary and secondary endpoints of your preclinical and clinical trials, as applicable,
and whether any adverse events were observed.
Regulatory Matters, page 123
32.We note your disclosure on page 125 that SAB is sponsoring a Phase 2a trial in the U.K.,
which is regulated by the United Kingdom Medicines and Healthcare products Regulatory
Agency.  Please revise to specify which product candidate (or candidates, as applicable) is
currently in Phase 2a trial in the U.K., the scope, design and primary endpoint of such
trial.
Intellectual Property,

CORRESP
1
filename1.htm

Big
Cypress Acquisition Corp.

300
W. 41st Street, Suite 202

Miami
Beach, FL 33140

Telephone:
(305) 204-3338

January
8, 2021

Via
EDGAR

Jay
Ingram, Esq.

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549-3010

    Attn:
    Asia Timmons-Pierce

    Re:
    Big
        Cypress Acquisition Corp.

        Registration
        Statement on Form S-1

        File No. 333- 251178

    Acceleration
        Request

        Requested
        Date: January 11, 2021

        Requested
        Time: 4:00 P.M. Eastern Time (or as soon thereafter as possible)

Dear
Mr. Ingram:

Big
Cypress Acquisition Corp. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended,
hereby requests that the above-referenced Registration Statement on Form S-1 be declared effective at the “Requested Date”
and “Requested Time” set forth above or at such later time as the Company or its counsel, Dentons US LLP, may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”).

Once
the Registration Statement has been declared effective, please orally confirm that event with Brian Lee of Dentons US LLP, counsel
to the Company, at (212) 768-6926.

    Sincerely,

    BIG CYPRESS ACQUISITION CORP.

    By:
    /s/
    Samuel J. Reich

    Name:
    Samuel
    J. Reich

    Title:
    Chief
    Executive Officer

    cc:
    Brian
Lee, Esq.

                                                                     Dentons
US LLP

CORRESP
1
filename1.htm

January
8, 2021

VIA
EDGAR

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

    Re:
    Big Cypress Acquisition
    Corp.

    Registration Statement
    on Form S-1

    Filed December 7,
    2020, as amended

    File No. 333-251178

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of Big Cypress Acquisition Corp.. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. EST on Monday, January 11, 2021, or as soon as thereafter practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, in excess
of 350 copies of the Preliminary Prospectus dated January 7, 2021 have been distributed to prospective dealers, institutional
investors, retail investors and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
and Exchange Act of 1934, as amended.

[signature
page follows]

Very
truly yours,

LADENBURG
THALMANN & CO. INC.

    By:
    /s/
    Steven Kaplan

    Name:
    Steven Kaplan

    Title:
    Managing Director

CORRESP
1
filename1.htm

    Brian
        Lee

        Partner

        brian.lee@dentons.com

        D
          +1 212 768 6926

    Dentons
        US LLP

        1221
        Avenue of the Americas

        New
        York, NY 10020-1089

        United
        States

        dentons.com

Brian
Lee

Partner

January
7, 2021

    Asia
        Timmons-Pierce, Esq.

        Jay
        Ingram, Esq.

        United
        States Securities and Exchange Commission

        Division
        of Corporation Finance

        Office
        of Manufacturing

        100
        F Street, N.E.

        Washington,
        DC 20549-3010

    Re:
    Big
    Cypress Acquisition Corp.

    Registration
    Statement on Form S-1

    Filed
    December 7, 2020

    File
    No. 333-251178

Dear
Ms. Timmons-Pierce and Mr. Ingram:

By
your letter dated January 7, 2021 (the “SEC Letter”), the staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Staff”) provided comments on the Amendment No. 1 to the Registration
Statement on Form S-1 (the “Registration Statement”) filed on January 4, 2021 by our client, Big Cypress Acquisition
Corp. (the “Company”). This letter sets forth our response with respect to the comments contained in the SEC
Letter. For your convenience, we have set forth below the Staff’s comments in bold italic typeface followed by the Company’s
responses thereto and references in the responses to page numbers are to the marked version of Amendment No. 2 and to the prospectus
included therein.

Concurrently
herewith, we are filing Amendment No. 2 to the Registration Statement (the “Amendment”) electronically via
the EDGAR system. The changes made in the Amendment reflect the responses of the Comment to the Staff’s comments as set
forth in the SEC Letter.

The
Company has asked us to convey the following as its responses to the Staff.

Cover
Page

    1.
    We
    note your response to comment 2 of our prior letter. We note your revised disclosure that after the completion of the offering
    and the private placement, your sponsor and Ladenburg and certain of its employees will own approximately 20.72% and 1.65%
    of your issued and outstanding shares of common stock, respectively (including the placement shares). However, this appears
    inconsistent with your disclosure on page 11 and elsewhere that the sponsor will ownership percentage excludes the placement
    units. Please advise.

Larraín
Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany
Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Muñoz ► Cardenas
& Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners

    United
        States Securities and

        Exchange Commission

        January
        7, 2021

        Page
        2

    dentons.com

Response:

We
respectfully advise the Staff that the ownership percentages of 20.72% for our Sponsor and 1.65% for Ladenburg and certain of
its employees are correct and not inconsistent. These percentages reflect their respective ownership percentages after the consummation
of the public offering (assuming the over-allotment option is not exercised) and the concurrent private placement. Our disclosure
on page 11 and elsewhere states that the founder shares and representative shares will be equal to 20% of the outstanding
shares (excluding the placement units and the shares of common stock and warrants underlying the placement units). We have also
made clear that the placement units include common stock and warrants, instead of referring to just underlying securities. Where
appropriate, such as on page 11, we have added disclosure to state that “[a]fter the completion of the offering and the
private placement, our sponsor and Ladenburg and certain of its employees will own approximately 20.72% and 1.65% of our issued
and outstanding shares of common stock, respectively (including the placement shares and assuming they do not purchase any units
in this offering).”

General

    2.
    Your
    disclosure that your amended and restated certificate of incorporation will designate the federal district courts of the United
    States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under
    the Securities Act of 1933 is not reflected in Article XII of your amended and restated certificate of incorporation. Please
    ensure that your disclosure accurately reflects the scope of Article XII of your amended and restated certificate of incorporation.

Response:

The
Company respectfully advises the Staff that it has revised the disclosure to accurately reflect Article XII of the amended and
restated certificate of incorporation. Please see pages 57 and 127 of the Amendment.

General

    3.
    We
    note your disclosure that the exclusive forum provision in your warrant agreement does not apply to actions arising under
    the Exchange Act. If Please also ensure that the provision in the warrant agreement states this clearly.

Response:

The
Company respectfully advises the Staff that it has revised the warrant agreement to reflect this disclosure. As such no changes
have been made to the disclosure previously set forth in the Registration Statement. Please see Section 9.3 on page 14 of the
warrant agreement filed as Exhibit 4.4 together with the Amendment.

*
* *

    United
        States Securities and

        Exchange Commission

        January
        7, 2021

        Page
        3

    dentons.com

If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212) 768 6926
or brian.lee@dentons.com, or Grant Levine at (212) 768 5384 or grant.levine@dentons.com, respectively.

    Very
        truly yours,

    /s/
    Brian Lee

    Brian
    Lee

    Partner

    cc:
    Samuel
    J. Reich

    Big
    Cypress Acquisition Corp.

United States securities and exchange commission logo
January 7, 2021
Samuel Reich
Chief Executive Officer
Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Re:Big Cypress Acquisition Corp.
Amendment No. 1 to Registration on Form S-1
Filed January 4, 2021
File No. 333-251178
Dear Mr. Reich:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 30, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary , page 1
1.We note your response to comment 2 of our prior letter.  We note your revised disclosure
that after the completion of the offering and the private placement, your sponsor and
Ladenburg and certain of its employees will own approximately 20.72% and 1.65% of
your issued and outstanding shares of common stock, respectively (including the
placement shares). However, this appears inconsistent with your disclosure on page 11
and elsewhere that the sponsor will ownership percentage excludes the placement units.
Please advise.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 January 7, 2021 Page 2
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
January 7, 2021
Page 2
Our amended and restated certificate of incorporation will require, to the fullest, page 57
2.Your disclosure that your amended and restated certificate of incorporation will designate
the federal district courts of the United States of America shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act
of 1933 is not reflected in Article XII of your amended and restated certificate of
incorporation. Please ensure that your disclosure accurately reflects the scope of Article
XII of your amended and restated certificate of incorporation.
Exhibit 4.4, page II-7
3.We note your disclosure that the exclusive forum provision in your warrant agreement
does not apply to actions arising under the Exchange Act.  If Please also ensure that the
provision in the warrant agreement states this clearly.

            Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or Jay Ingram,
Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Brian
                                         Lee

        Partner

        brian.lee@dentons.com

        D
        +1 212 768 6926

    Dentons
                                         US LLP

        1221
        Avenue of the Americas

        New
        York, NY 10020-1089

        United
        States

    dentons.com

    Brian
                                         Lee

        Partner

January
4, 2021

    Asia
                                         Timmons-Pierce, Esq.

        Jay
        Ingram, Esq.

        United
        States Securities and Exchange Commission

        Division
        of Corporation Finance

        Office
        of Manufacturing

        100
        F Street, N.E.

        Washington,
        DC 20549-3010

    Re:
    Big
    Cypress Acquisition Corp.

    Registration
    Statement on Form S-1

    Filed
    December 7, 2020

    File
    No. 333-251178

Dear
Ms. Timmons-Pierce and Mr. Ingram:

By
your letter dated December 30, 2020 (the “SEC Letter”), the staff of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Staff”) provided comments on the Registration Statement on Form
S-1 (the “Registration Statement”) filed on December 7, 2020 by our client, Big Cypress Acquisition Corp. (the
“Company”). This letter sets forth our response with respect to the comments contained in the SEC Letter. For
your convenience, we have set forth below the Staff’s comments in bold italic typeface followed by the Company’s responses
thereto and references in the responses to page numbers are to the marked version of Amendment No. 5 and to the prospectus included
therein.

Concurrently
herewith, we are filing Amendment No. 1 to the Registration Statement (the “Amendment”) electronically via
the EDGAR system. The changes made in the Amendment reflect the responses of the Comment to the Staff’s comments as set
forth in the SEC Letter.

The
Company has asked us to convey the following as its responses to the Staff.

Cover
Page

    1.
    Please
    revise the cover page to reflect that the sponsor purchased 2,156,250 founder shares for $25,000.

Response:

The
Company respectfully advises the Staff that it has updated the Cover Page to reflect the purchase by the sponsor of 2,156,250
founder shares for $25,000. Please see the Cover Page of the Amendment.

Larraín
Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany
Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Muñoz ► Cardenas
& Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners

    United
                                         States Securities and

                                                                     Exchange Commission

        January
        4, 2020

        Page
        2

    dentons.com

General

    2.
    Please
    revise your disclosure throughout to clearly disclose the sponsor and Ladenburg ownership percentage after the closing of
    this offering and the private placement.

Response:

The Company respectfully
advises the Staff that it has revised the disclosure throughout the Amendment to clearly disclose that, after the closing of the
offering and the private placement, the sponsor and Ladenburg shall each hold an ownership percentage of approximately 20.72% and
approximately 1.65%, respectively. Please see the cover page and pages 11, 21 28, 37, and 51 of the Amendment.

*
* *

If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212) 768 6926
or brian.lee@dentons.com, or Grant Levine at (212) 768 5384 or grant.levine@dentons.com, respectively.

    Very
    truly yours,

    /s/
    Brian Lee

    Brian
                                         Lee

        Partner

    cc:
    Samuel
    J. Reich

    Big
    Cypress Acquisition Corp.

United States securities and exchange commission logo
December 30, 2020
Samuel Reich
Chief Executive Officer
Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Re:Big Cypress Acquisition Corp.
Registration on Form S-1
Filed December 7, 2020
File No. 333-251178
Dear Mr. Reich:
            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 on Form S-1
Cover Page
1.Please revise the cover page to reflect that the sponsor purchased 2,156,250 founder
shares for $25,000.
General
2.Please revise your disclosure throughout to clearly disclose the sponsor and Ladenburg
ownership percentage after the closing of this offering and the private placement.
            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.

 FirstName LastNameSamuel Reich
 Comapany NameBig Cypress Acquisition Corp.
 December 30, 2020 Page 2
 FirstName LastName
Samuel Reich
Big Cypress Acquisition Corp.
December 30, 2020
Page 2
            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 Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397  with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing