June 14, 2022
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joe McCann
Aric-James Prazeres
| Re: | Arcellx, Inc. | |||||||
| Registration Statement on Form S-1 | ||||||||
| (File No. 333-265573) | ||||||||
| Acceleration Request | ||||||||
| Requested Date: | Wednesday, June 15, 2022 | |||||||
| Requested Time: | 5:00 P.M. Eastern Daylight Time | |||||||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arcellx, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-265573) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such other time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), rather than Thursday, June 16, 2022 as had initially been requested. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Dan Koeppen at (858) 350-2393.
The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.
[Signature page follows]
* * * *
| Sincerely, |
| ARCELLX, INC. |
| /s/ Rami Elghandour |
| Rami Elghandour |
| Chief Executive Officer |
| cc: | Rami Elghandour, Arcellx, Inc. | |
| Michelle Gilson, Arcellx, Inc. | ||
| Christopher Heery, M.D., Arcellx, Inc. | ||
| Dan Koeppen, Wilson Sonsini Goodrich & Rosati, P.C. | ||
| Jennifer Fang, Wilson Sonsini Goodrich & Rosati, P.C. | ||
| Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C. | ||
| David Sharon, Wilson Sonsini Goodrich & Rosati, P.C. | ||
| Lisa Firenze, Wilmer Cutler Pickering Hale and Dorr LLP | ||
| Jeffries L. Oliver-Li, Wilmer Cutler Pickering Hale and Dorr LLP | ||