September 12, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Jordan Nimitz
Celeste Murphy
Franklin Wyman
Lynn Dicker
Re: Third Harmonic Bio, Inc.
Registration Statement on Form S-1 (File No. 333-267022)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that on the date hereof, approximately 1,650 copies of the Preliminary Prospectus, dated September 8, 2022, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, September 14, 2022 or as soon thereafter as practicable.
[signature page follows]
Very truly yours, | ||
MORGAN STANLEY & CO. LLC | ||
JEFFERIES LLC | ||
COWEN AND COMPANY, LLC | ||
As representatives of the Underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Chirag D. Surti | |
Name: Chirag D. Surti | ||
Title: Vice President | ||
JEFFERIES LLC | ||
By: | /s/ Dustin Tyner | |
Name: Dustin Tyner | ||
Title: Managing Director | ||
COWEN AND COMPANY, LLC | ||
By: | /s/ Bill Follis | |
Name: Bill Follis | ||
Title: Managing Director |
[Signature Page to Acceleration Request Letter]