NRx Pharmaceuticals, Inc.
1201 N. Market Street
Suite 111
Wilmington, Delaware 19801
April 18, 2022
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Abby Adams
NRX Pharmaceuticals, Inc.
Registration Statement on
Form S-1 (File No. 333-264201)
Dear Ms. Adams:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”) of NRx Pharmaceuticals, Inc. (the “Company”) be accelerated to April 19, 2022 at 4:00 p.m. E.S.T. or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the S-1. If you have any questions regarding the foregoing, please contact Alex Lloyd of Kirkland & Ellis LLP at (617) 459-6765 or alex.lloyd@kirkland.com.
Very truly yours,
| By: | /s/ Alessandra Daigneault | |
| Name: | Alessandra Daigneault | |
| Title: | Chief Corporate Officer, General Counsel and Corporate Secretary |