December 1, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Julia Griffith
Re: | Sigilon Therapeutics, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-250070 |
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| Acceleration Request |
| Requested Date: December 3, 2020 |
| Requested Time: 4:00 p.m., Eastern Standard Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the several underwriters, hereby join Sigilon Therapeutics, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-250070) (the “Registration Statement”) to become effective on Thursday, December 3, 2020, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
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| Very truly yours, | |
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| MORGAN STANLEY & CO LLC | |
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| By: | /s/ Kalli Dirks |
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| Name: | Kalli Dirks |
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| Title: | Executive Director |
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| JEFFERIES LLC | |
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| By: | /s/ Matthew Kim |
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| Name: | Matthew Kim |
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| Title: | Joint US Head of Biopharmaceuticals, Managing Director |
cc: | Rogerio Vivaldi Coelho, M.D., Sigilon Therapeutics, Inc. |
| Marc Rubenstein, Ropes & Gray LLP |
| William Michener, Ropes & Gray LLP |
| Peter N. Handrinos, Latham & Watkins LLP |
| Wesley Holmes, Latham & Watkins LLP |
[Signature Page to Acceleration Request]
