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                                December 28, 2022

       Stephen LaMond
       Interim Chief Executive Officer
       Peak Bio, Inc.
       3350 W. Bayshore Rd., Suite 100
       Palo Alto, CA 94303

                                                        Re: Peak Bio, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 15,
2022
                                                            File No. 333-268801

       Dear Stephen LaMond:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 Statement on Form S-1

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of the
                                                        underlying securities.
If the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Stephen LaMond
FirstName  LastNameStephen LaMond
Peak Bio, Inc.
Comapany28,
December   NamePeak
               2022 Bio, Inc.
December
Page 2     28, 2022 Page 2
FirstName LastName
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. We also note that all of
the shares being
         registered for resale were purchased by the selling securityholders
for prices considerably
         below the current market price of the common stock. Highlight the
significant negative
         impact sales of shares on this registration statement could have on
the public trading price
         of the common stock.
Risk Factors, page 11

4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         common stock. To illustrate this risk, disclose the purchase price of
the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also disclose that even though the
current trading price is
         significantly below the SPAC IPO price, the private investors have an
incentive to sell
         because they will still profit on sales because of the lower price
that they purchased their
         shares than the public investors.
5.       Please revise your disclosure here and in the Summary to highlight the
potential dilutive
         effect of the pricing mechanism under the White Lion Purchase
Agreement on the
         company   s share price.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 82

6.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
7.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
General

8.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Sponsor, private placement investors, PIPE
investors and other
         selling securityholders acquired their shares and warrants, and the
price that the public
         securityholders acquired their shares and warrants. Disclose that
while the Sponsor,
         private placement investors, PIPE investors an other selling
securityholders may
 Stephen LaMond
Peak Bio, Inc.
December 28, 2022
Page 3
      experience a positive rate of return based on the current trading price,
the public
      securityholders may not experience a similar rate of return on the
securities they
      purchased due to differences in the purchase prices and the current
trading price. Please
      also disclose the potential profit the selling securityholders will earn
based on the current
      trading price. Lastly, please include appropriate risk factor disclosure.
        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 Jimmy McNamara at 202-551-7349 or Christine Westbrook at
202-551-
5019 with any questions.



                                                             Sincerely,
FirstName LastNameStephen LaMond
                                                             Division of
Corporation Finance
Comapany NamePeak Bio, Inc.
                                                             Office of Life
Sciences
December 28, 2022 Page 3
cc:       Scott A. Cowan, Esq.
FirstName LastName