February 6, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sonnet BioTherapeutics Holdings, Inc. (the “Company”) | |
| Registration Statement on Form S-1 (File No. 333-269307) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time, on February 7, 2023, or as soon as practicable thereafter.
Please call Alexander E. Dinur of Lowenstein Sandler LLP at 973-422-6732 to confirm the effectiveness of the Registration Statement or with any questions.
| Very truly yours, | ||
| SONNET BIOTHERAPEUTICS HOLDINGS, INC. | ||
| By: | /s/ Pankaj Mohan | |
| Name: | Pankaj Mohan | |
| Title: | Chief Executive Officer | |
