February 12, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | Stealth BioTherapeutics Corp |
Registration Statement on FormF-1 (FileNo. 333-229097)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between February 6, 2019 and the date hereof, approximately 1,736 copies of the Preliminary Prospectus dated February 6, 2019 were distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule15c2-8 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 4:30 p.m. Eastern Daylight Time, on Thursday, February 14, 2019 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
JEFFERIES LLC EVERCORE GROUP L.L.C. BMO CAPITAL MARKETS CORP. As representatives of the several underwriters
JEFFERIES LLC | ||
By: | /s/ Matthew Kim | |
Name: Title: | Matthew Kim Managing Director |
EVERCORE GROUP L.L.C. | ||
By: | /s/ Jeff Rosichan | |
Name: Title: | Jeff Rosichan Senior Managing Director |
BMO CAPITAL MARKETS CORP. | ||
By: | /s/ Annette Grimaldi | |
Name: Title: | Annette Grimaldi Managing Director |
[Signature Page to Acceleration Request of the Underwriters]