October 22, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cabaletta Bio, Inc. |
Registration Statement on FormS-1 (FileNo. 333-234017) (the “Registration Statement”)
Ladies and Gentleman:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Cabaletta Bio, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on October 24, 2019, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we and the other prospective underwriters have distributed approximately 2,080 copies of the preliminary prospectus dated October 16, 2019 (the “Preliminary Prospectus”) through the date hereof to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, we hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours,
MORGAN STANLEY & CO. LLC COWEN AND COMPANY, LLC EVERCORE GROUP, L.L.C. As Representatives of the several Underwriters
MORGAN STANLEY & CO. LLC. | ||
| By: | /s/ Kalli Dircks | |
Name: Kalli Dircks Title: Executive Director | ||
| COWEN AND COMPANY LLC | ||
| By: | /s/ Bill Follis | |
Name: Bill Follis Title: Managing Director | ||
| EVERCORE GROUP, L.L.C. | ||
| By: | /s/ Maren Winnick | |
Name: Maren Winnick Title: Senior Managing Director | ||
[Signature Page to Request for Acceleration of Effectiveness]
