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 FormS-1 (FileNo. 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 Rule15c2-8 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]
