VIA EDGAR
March 26, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christopher Edwards and Suzanne Hayes
Re: | Achilles Therapeutics plc |
Acceleration Request for Registration Statement on Form F-1
File No. 333-253735
Acceleration Request
Requested Date: March 30, 2021
Requested Time: 4:00 p.m., Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), J.P. Morgan Securities LLC, BofA Securities, Inc. and Piper Sandler & Co., as representatives of the several underwriters, hereby join Achilles Therapeutics plc in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (File No. 333-253735) (the Registration Statement) to become effective on March 30, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We advise that we have complied and will continue to comply, and that we have been informed by the participating underwriters 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, to the extent applicable.
[Signature Page Follows]
Very truly yours, | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ David Ke | |
Name: | David Ke | |
Title: | Executive Director | |
BOFA SECURITIES, INC. | ||
By: | /s/ Michelle A.H. Allong | |
Name: | Michelle A.H. Allong | |
Title: | Authorized Signatory | |
PIPER SANDLER & CO. | ||
By: | /s/ Neil Riley | |
Name: | Neil Riley | |
Title: | Managing Director |
[Signature Page to Acceleration Request]