July 27, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Tracey McKoy |
Kevin Kuhar
Kasey Robinson
Laura Crotty
| Re: | Rani Therapeutics Holdings, Inc. |
Registration Statement on Form S-1
Submitted July 9, 2021, as amended
File No. 333-257809
Acceleration Request
Requested Date: July 29, 2021
Requested Time: 4:00 p.m., Eastern Daylight Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co. and Canaccord Genuity LLC, as representatives of the several underwriters, hereby join Rani Therapeutics Holdings, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257809) (the “Registration Statement”) to become effective on July 29, 2021, at 4:00 p.m., Eastern Daylight 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.
[Signature Page Follows]
| Very truly yours, | ||
| BofA Securities Inc. | ||
| By: | /s/ Michael Liloia | |
| Name: | Michael Liloia | |
| Title: | Director | |
| Stifel, Nicolaus & Company, Incorporated | ||
| By: | /s/ Nathan Thompson | |
| Name: | Nathan Thompson | |
| Title: | Director | |
| Cantor Fitzgerald & Co. | ||
| By: | /s/ Sage Kelly | |
| Name: | Sage Kelly | |
| Title: | Head of Investment Banking | |
| Canaccord Genuity LLC | ||
| By: | /s/ Eugene Rozelman | |
| Name: | Eugene Rozelman | |
| Title: | Managing Director | |
| cc: | Talat Imran, Rani Therapeutics Holdings, Inc. |
Edwin M. O’Connor, Goodwin Procter LLP
Deepa M. Rich, Goodwin Procter LLP
Shoaib A. Ghias, Goodwin Procter LLP
Josh Seidenfeld, Cooley LLP
Mark B. Weeks, Cooley LLP
[Signature Page to Acceleration Request]