July 11, 2023
VIA EDGAR AND EMAIL
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Arzhang Navai and Suzanne Hayes |
| Re: | Apogee Therapeutics, Inc. |
| Registration Statement on Form S-1 (File No. 333-272831) |
Dear Mr. Navai and Ms. Hayes:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between July 10, 2023 and the date hereof, approximately 3,300 copies of the Preliminary Prospectus, dated July 10, 2023, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as amended.
We wish to advise you that the participating underwriters have informed us 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.
We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on July 13, 2023 or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Gibson, Dunn and Crutcher LLP, request by telephone that such Registration Statement be declared effective.
[signature page follows]
| Very truly yours, | ||
| JEFFERIES LLC | ||
| COWEN AND COMPANY, LLC | ||
| STIFEL, NICOLAUS & COMPANY, INCORPORATED | ||
| GUGGENHEIM SECURITIES, LLC | ||
| As representatives of the Underwriters | ||
| JEFFERIES LLC | ||
| By: | /s/ Matthew Kim | |
| Name: Matthew Kim | ||
| Title: Managing Director | ||
| COWEN AND COMPANY, LLC | ||
| By: | /s/ Bill Follis | |
| Name: Bill Follis | ||
| Title: Managing Director | ||
| STIFEL, NICOLAUS & COMPANY, INCORPORATED | ||
| By: | /s/ Nick Oust | |
| Name: Nick Oust | ||
| Title: Managing Director | ||
| GUGGENHEIM SECURITIES, LLC | ||
| By: | /s/ Ronald Gerber | |
| Name: Ronald Gerber | ||
| Title: Senior Managing Director | ||
[Signature Page to Acceleration Request Letter]