RAPT THERAPEUTICS, INC.
561 Eccles Avenue
South San Francisco, California 94080
February 4, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Paul Fischer
Re: | RAPT Therapeutics, Inc. |
Registration Statement on Form S-1 (File No. 333-236256) |
Request for Acceleration of Effective Date |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, RAPT Therapeutics, Inc. (the Registrant) hereby requests that the Securities and Exchange Commission (the Commission) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the Registration Statement) and declare the Registration Statement effective as of 4:15 p.m. Eastern time, on February 6, 2020, or as soon thereafter as possible, or at such other time as the Registrant may request by telephone to the Staff. The Registrant hereby authorizes each of Michael Tenta, Sale Kwon and Ryan James of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Michael Tenta of Cooley LLP at (650) 843-5636 or, in his absence, Ryan James of Cooley LLP at (650) 843-5846.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Registrants request for acceleration of the effectiveness of the Registration Statement.
[SIGNATURE PAGE FOLLOWS]
Very truly yours, | ||
RAPT THERAPEUTICS, INC. | ||
By: | /s/ Rodney Young | |
Name: Rodney Young | ||
Title: Chief Financial Officer and Secretary |
[SIGNATURE PAGE TO ACCELERATION REQUEST LETTER]
BMO Capital Markets Corp.
3 Times Square
New York, New York 10036
Wells Fargo Securities, LLC
375 Park Avenue
New York, New York 10152
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
February 4, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Mr. Paul Fischer |
Re: | RAPT Therapeutics, Inc. |
Registration Statement on Form S-1 (File No. 333-236256) |
Request for Acceleration of Effective Date |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, hereby join in the request of RAPT Therapeutics, Inc. (the Company) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:15 PM, Eastern Time, on February 6, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours, | ||||
BMO CAPITAL MARKETS CORP. WELLS FARGO SECURITIES, LLC UBS SECURITIES LLC CANTOR FITZGERALD & CO.
Acting severally on behalf of themselves and the several Underwriters
| ||||
BMO CAPITAL MARKETS CORP. | ||||
By: | /s/ Reginald Miller | |||
Name: | Reginald Miller | |||
Title: | Vice President | |||
WELLS FARGO SECURITIES, LLC | ||||
By: | /s/ Marc Ogborn | |||
Name: | Marc Ogborn | |||
Title: | Director | |||
UBS SECURITIES LLC | ||||
By: | /s/ Robin Tang | |||
Name: | Robin Tang | |||
Title: | Associate Director | |||
By: | /s/ James Stahlke | |||
Name: | James Stahlke | |||
Title: | Associate Director | |||
CANTOR FITZGERALD & CO. | ||||
By: | /s/ Bala Murty | |||
Name: | Bala Murty | |||
Title: | Chief Operating Officer |
[Signature Page to Underwriters Acceleration Request]