Company Acceleration Request

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 Registrant’s 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]

Underwriters' Acceleration Request

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]