CORRESP 1 filename1.htm CORRESP

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

  

SVB Securities LLC

255 California Street

12th Floor

San Francisco, California 94111

  

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

  

William Blair & Company, L.L.C.

150 North Riverside Plaza

Chicago, Illinois 60606

VIA EDGAR

February 1, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joe McCann

Abby Adams

 

Re:

Arcellx, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-262191

Dear Mr. McCann,

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, wish to advise you that approximately 1,685 copies of the preliminary prospectus included in the above-named Registration Statement on Form S-1 (File No. 333-262191) (the “Registration Statement”) were distributed during the period January 31, 2022 through the date hereof, to prospective underwriters, institutions, dealers and others.

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

In accordance with Rule 461 of the Act, we hereby join in the request of Arcellx, Inc. for acceleration of the effective date of the Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on February 3, 2022, or as soon thereafter as practicable, or at such other time as Arcellx, Inc. or its counsel may orally request via telephone call to the staff of the Division of Corporate Finance of the Securities and Exchange Commission.

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Very truly yours,

By:

 

BOFA SECURITIES, INC.

By:   /s/ John Bishai
 

Name: John Bishai

 

Title: Managing Director

By:

 

SVB SECURITIES LLC

By:   /s/ Murphy Gallagher
 

Name: Murphy Gallagher

 

Title: Senior Managing Director

By:

 

BARCLAYS CAPITAL INC.

By:   /s/ Connie Chang
 

Name: Connie Chang

 

Title: Managing Director

By:

 

WILLIAM BLAIR & COMPANY, L.L.C.

By:   /s/ John Sonnier
 

Name: John Sonnier

 

Title: Managing Director