November 5, 2024

William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102

       Re: Rafael Holdings, Inc.
           Registration Statement on Form S-4
           Filed October 9, 2024
           File No. 333-282558
Dear William Conkling:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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.

Form S-4 filed October 9, 2024
General

1.     Please revise both letters to stockholders at the start of the joint
proxy
       statement/prospectus to provide the following information:
           Where you state that the Exchange Ratio values each share of Cyclo
Common
           Stock at $0.95, please also state that this represented an
approximately
           75% discount to the trading price of Cyclo shares on August 21,
2024, the day the
           companies entered into the Merger Agreement.
           Disclose the estimated valuation of Cyclo based on the Exchange
Ratio.
           State that the Exchange Ratio was initially estimated to be 0.3112
shares of Rafael
           Class B Common Stock for each share of Cyclo Common Stock, as you
have on
           pages 75, 106 and 126.
           Clarify that post-merger Cyclo stockholders will own approximately
21% of the
           outstanding Rafael Common Stock but only hold 2.5% of the voting
power
 November 5, 2024
Page 2

           because each share of Rafael Class B Common Stock is entitled to
only one-tenth
           (1/10) of a vote per share.
       Please also revise the Q&A entitled "What will Cyclo stockholders
receive as
       consideration in the Merger?" on page iii to include the same.
Questions and Answers About the Transaction and the Special Meetings, page ii

2.     Please include a Q&A addressing the conflicts of interest presented by
Rafael's
       substantial ownership of Cyclo prior to entering into the Merger
Agreement and its
       representation on the Cyclo board of directors. Please also summarize
your disclosure
       regarding interests of certain persons in the transaction, included in
both the Summary
       and starting on page 70.
3.     Please include a Q&A regarding how the companies will operate
post-merger. In this
       regard, we note your disclosure elsewhere that you plan to operate both
businesses
       independently following the completion of the merger, with Cyclo's
business being
       held in the Surviving Entity as a wholly owned subsidiary of Rafael, but
that Rafael
       intends to focus its efforts on Trappsol Cyclo as its lead clinical
program.
4.     Please clarify, where appropriate, the total percentage of voting shares
of each of
       Rafael and Cyclo covered by binding commitments to support the Merger so
that
       minority investors clearly understand the committed vote compared to the
vote
       required for approval.
5.     We note you include a risk factor at page 9 disclosing that the tax
treatment of the
       transaction is complex, and that further discussion of tax consequences
is provided at
       page 107. Please also include a Q&A briefly discussing the tax
consequences to Cyclo
       stockholders, if any.
Who will serve as the management of Rafael and the Surviving Entity following
the
Transactions?, page vi

6.     We note that you have not filed Schedule 3 to the Merger Agreement,
which contains
       a listing of the directors and officers of the First Surviving
Corporation and the
       Surviving Entity post-merger. Please either file Schedule 3 with your
next amendment
       or replace your references to Schedule 3 throughout the filing to
include the list of
       named individuals.
Cyclo Therapeutics, Inc., page 1

7.     Please revise your disclosure regarding Cyclo's business, both here and
incorporated
       by reference from Cyclo's Form 10-K, to remove or revise all statements
implying
       safety or efficacy, as the company's product candidates have not yet
received
       regulatory approval. Examples of such statements include, but are not
limited to, the
       following:
           "...to date, our clinical studies have preliminarily demonstrated
that Trappsol
           Cyclo is safe and efficacious in the treatment of NPC over a range
of dose
           groups."
           "Preliminary data from Cyclo's completed clinical studies suggest
that Trappsol
           Cyclo clears toxic deposits of cholesterol and other lipids from
cells, has a
 November 5, 2024
Page 3

          consistent pharamocokinetic profile peripherally, and crosses the
blood-brain-
          barrier in individuals suffering from NPC, and results in
neurological and
          neurocognitive benefits and other clinical improvements in NPC
patients."
          "The patient also exhibited signs of improvement with less volatility
and shorter
          latency in word-finding."
          "Initial patient enrollment in the U.S. Phase I study commenced in
          September 2017, and in May 2020 Cyclo announced Top Line data showing
a
          favorable safety and tolerability profile for Trappsol Cyclo in this
study."
          "Cyclo announced via press release the publication of positive data
from its
          Phase 1 clinical trial, which demonstrated promising safety and
efficacy results
          for Trappsol Cyclo in the treatment of NPC."
          "On June 29, 2023, Cyclo announced the publication of positive,
confirmatory
          data from its Phase I/II clinical trial, which demonstrated promising
safety and
          efficacy results for Trappsol Cyclo in the treatment of NPC."
      Safety and efficacy conclusions are within the sole authority of the FDA
or equivalent
      foreign regulators. Please remove or revise these statements to instead
present the
      objective data observed in your clinical trials.
8.    We note that Cyclo announced top line data in May 2020 from a Phase I
study in the
      U.S. We also note that Cyclo completed a Phase I/II study in the United
Kingdom,
      Sweden and Israel under the purview of the EMA, and that in October 2020
the
      company was notified by the FDA that it could proceed with a proposed
Phase III
      clinical trial in the U.S. Please revise your disclosure to clarify
whether Cyclo
      conducted a Phase II study in the U.S. or whether it relied on data
obtained from its
      Phase I/II trial abroad to support the commencement of the Phase III
trial. In the event
      Cyclo did conduct a Phase II trial in the U.S., please revise the
disclosure in relation
      to clinical studies to include information regarding the trial, including
but not limited
      to the number of participants, demographic information, and the resulting
data
      including endpoints and p-values.
Prospectus Summary
Information about the Companies
Rafael Holdings, Inc., page 1

9.    We note your mention of a license agreement with Farber Partners, LLC on
page 1
      and elsewhere. Please disclose the material terms of this agreement and
file it as an
      exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide an
analysis
      supporting your determination that the agreement is not material.
Risk Factors
The NYSE may not list the shares of Rafael Class B Common Stock..., page 12

10.   We note the above entitled risk factor and your disclosure that Cyclo has
the option to
      waive the listing condition under the Merger Agreement. Please provide
your analysis
      of the application of Rule 13e-3 to the transaction in the event the
Rafael Class B
      Common Stock received by Cyclo stockholders is not listed on a national
securities
      exchange. See Rule 13e-3(g)(2)(iii) of the Exchange Act.
 November 5, 2024
Page 4

A small number of our customers account for a substantial portion of our
revenue..., page 26

11.    Please disclose the names of the two major customers that accounted for
72% of
       Cyclo's revenue in 2023.
We are dependent on certain third-party suppliers, page 26

12.    We note your disclosure that Cyclo purchases substantially all of its
Trappsol products
       from bulk manufacturers and distributors in the U.S., Japan, China, and
       Europe. Please revise your disclosure, to the extent applicable, to
discuss the potential
       impact of the BIOSECURE Act on Cyclo's operations.
Our failure to meet the continued listing requirements of the Nasdaq Capital
Market..., page
27

13.    Please revise this risk factor discussion to disclose that Cyclo has
until April 2, 2025,
       to regain compliance with the Nasdaq Listing Rules.
Information About the Companies
Rafael Holdings, Inc., page 29

14.    Please provide a legal analysis of whether Rafael meets the definition
of    investment
       company    under Section 3(a) of the Investment Company Act of 1940 (the
   1940
       Act   ). Please include in your analysis all relevant calculations under
       Section 3(a)(1)(C) on an unconsolidated basis, identifying each
constituent part of the
       numerator(s) and denominator(s). Please also describe and discuss any
other
       substantive determinations and/or characterizations of assets that are
material to your
       calculations. Additionally, if Rafael meets the definition of
investment company
       under Section 3(a) of the 1940 Act but relies or intends to rely on an
exclusion
       therefrom or a relevant exemption, please provide a legal analysis
supporting such
       reliance.
Background of the Merger, page 46

15.    You state that in April 2023, "through a business associate of a member
of
       management of Cyclo, Rafael was put in contact with the Cyclo management
team.
       On May 2, 2023, Rafael entered into a Securities Purchase Agreement with
Cyclo."
       Please disclose the name of the business associate and whether they will
be a member
       of the combined company's management team upon completion of the merger.
16.    Please revise this section to provide more detail regarding the
negotiation of the terms
       of the transaction between Rafael and Cyclo, including details of the
"economics of
       Rafael's Merger proposals", "the key economic terms of Rafael's Merger
proposal",
       exchanged term sheets and drafts of the Merger Agreement. In this regard
we note
       mentions of the terms starting on page 53 with no information regarding
revisions to
       such terms after negotiations or discussions between the parties and
their
       representatives.
Opinion of Financial Advisor to the Cyclo Special Committee, page 62

17.    We note that the consent of Casset Salpeter & Co., LLC ("CS") filed as
Exhibit 99.6
       states that the "foregoing consent applies only to the Registration
Statement being
 November 5, 2024
Page 5

       filed with the Securities and Exchange Commission today and not to any
amendments
       or supplements to the Registration Statement, and our opinion is not to
be filed with,
       included in or referred to in whole or in part in any other registration
statement
       (including any amendments to the above-mentioned Registration
Statement), proxy
       statement or any other document, except in accordance with our prior
written
       consent." Please include disclosure in the registration statement that
CS consents to
       the use of the opinion for purposes of the registration statement and
file an updated
       consent with each amendment to the registration statement, or remove the
language
       indicating that such consent may not be used in relation to amendments.
18.    We note that for purposes of CS's analyses and opinions, CS, at the
Cyclo Special
       Committee's direction, assumed that the Exchange Ratio would be 0.3179x.
       Elsewhere you disclose that the Exchange Ratio was initially estimated
to be 0.3112.
       Please revise your disclosure to explain this discrepancy.
19.    We note your disclosure that, in arriving at its fairness opinion, CS
reviewed financial
       projections with respect to the future financial performance of Cyclo
for the years
       ending December 31, 2024, through December 31, 2036, prepared by
management of
       Cyclo and other internal financial information furnished to CS by or on
behalf of
       Cyclo. Please disclose the financial projections and other financial
information
       furnished to CS and discuss the bases for and methods used to arrive at
the fairness
       determination. See Item 4(b) of Part I of Form S-4 and Item 1015(b)(6)
of Regulation
       M-A.
Interests of Certain Persons in the Transaction, page 70

20.    Please include the percentage of shares of Cyclo common stock and vested
options
       held by William Conkling in addition to including the number of shares
and options
       on pages 70 and 71.
Existing Cyclo Executive Employment Agreements, page 71

21.    Please expand your disclosure that the "Surviving Entity shall have
entered into
       written employment agreements with each of the executive officers of
Cyclo and
       certain other persons on the same or better terms as those contained in
their current
       employment agreements with Cyclo" to provide details on how these
agreements will
       be improved. Please also file these employment agreements as exhibits.
Incorporation of Certain Information by Reference, page 137

22.    We note that Rafael filed a Form NT 10-K on October 30, 2024, indicating
that it
       plans to file its Form 10-K for the fiscal year ended July 31, 2024, on
or before the
       fifteenth calendar day following the prescribed due date. We also note
that the Form
       S-4 will forward incorporate by reference this Form 10-K based on the
language
       included on page 138. Please note that we may have comments on the
disclosure
       contained in the Form 10-K once filed.
23.    Please note that certain comments on Cyclo's Form 10-K for the year
ended December
       31, 2023, are both included herein and will be issued under separate
cover. In the
       event the registration statement is not declared effective, these
comments should be
       addressed in the Form 10-K itself.
 November 5, 2024
Page 6

24.    We note the statement contained in Cyclo's Form 10-K that has been
incorporated by
       reference into the registration statement that Cyclo believes there is a
perceived
       barrier to entry into the cyclodextrin industry because of the lack of
general
       experience with cyclodextrins. Please reconcile this statement with the
disclosure on
       page 19 of the Form 10-K that "[i]n Japan, at least twelve
pharmaceutical preparations
       are now marketed which contain cyclodextrins; there are also multiple
products in
       Europe and the United States."
25.    In relation to the Management's Discussion and Analysis of Financial
Condition and
       Results of Operations for the year ended December 31, 2023, compared to
the year
       ended December 31, 2022, contained in Cyclo's Form 10-K, please expand
your
       disclosure to discuss the reasons why your revenue from the sales of
Trappsol HPB
       and other Trappsol products decreased 24% and 18%, respectively, from
fiscal year
       2022 to fiscal year 2023.
Exhibits

26.    We note the consent from WithumSmith+Brown states that it consents to
the
       incorporation by reference in your Registration Statement on Form S-4 of
its report
       dated March 17, 2024 relating to the consolidated financial statements
of Cyclo
       Therapeutics, Inc., as of and for the year ended December 31, 2023.
However, the
       audit report dated March 17, 2024 relates to the consolidated financial
statements of
       Cyclo Therapeutics, Inc. as of and for the two years ended December 31,
2023 and
       2022. Please obtain a revised consent from WithumSmith+Brown, and
include it with
       the next amendment to your filing.
        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 Tracie Mariner at 202-551-3744 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at
202-551-7614
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Dov Schwell