February 9, 2024

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

Attention: Cindy Polynice

 

	RE:	Azitra, Inc.
		Registration Statement on Form S-1 (File No. 333-276598)
		Request for Acceleration of Effective Date
		Requested Date: February 13, 2024
		Requested Time: 5:00 p.m. Eastern Time (US)

 

Ms. Polynice:

 

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative of the several underwriters, hereby join in the request of Azitra, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on February 13, 2024, or as soon thereafter as practicable.

 

Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

The undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

	Very truly yours,
	THINKEQUITY LLC
	By:	/s/ Eric Lord
	Name:	Eric Lord
	Title:	Head of Investment Banking