November 2, 2021
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Celeste Murphy Daniel Crawford David Burton Al Pavot |
| Re: | IO Biotech, Inc. Registration Statement on Form S-1 File No. 333-260301 | |
| Acceleration Request | ||
Requested Date: November 4, 2021 | ||
Requested Time: 3:00 P.M., Eastern Time | ||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, IO Biotech, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-260301 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 3:00 P.M., Eastern Time, on November 4, 2021, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at (212) 839-5651.
| Very truly yours, |
/s/ Mai-Britt Zocca
Mai-Britt Zocca |
| Chief Executive Officer |
| IO Biotech, Inc. |
| cc: | Keith Vendola, IO Biotech, Inc. |
Frank F. Rahmani, Sidley Austin LLP
Istvan A. Hajdu, Sidley Austin LLP
Nick D. DeAngelis, Sidley Austin LLP
Nathan Ajiashvili, Latham & Watkins LLP
Alison Haggerty, Latham & Watkins LLP
