November 15, 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: Jimmy McNamara
Achilles Therapeutics plc
Acceleration Request for Registration Statement on Form F-3
File No. 333-268239
Dear Jimmy McNamara,
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), Achilles Therapeutics plc (the Company) hereby requests that the effective date of the above-referenced registration statement (the Registration Statement) be accelerated to November 17, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Meg Dennard at (212) 813-8927.
If you have any questions regarding this request, please contact Seo Salimi of Goodwin Procter LLP at (212) 459-7234 or Meg Dennard at (212) 813-8927.
|ACHILLES THERAPEUTICS PLC|
|Chief Executive Officer|
Iraj Ali, Achilles Therapeutics plc
Daniel C. C. Hood, Achilles Therapeutics plc
Seo Salimi, Esq., Goodwin Procter LLP
Meg Dennard, Esq., Goodwin Procter LLP