November 2, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| 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 Standard Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Cowen and Company, LLC and Jefferies LLC, as representatives of the several underwriters, hereby joins IO Biotech, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-260301) (the “Registration Statement”) to become effective on November 4, 2021, at 3:00 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.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO LLC | ||
| By: | /s/ Chirag Suri | |
| Name: | Chirag Suri | |
| Title: | Vice President | |
| COWEN AND COMPANY, LLC | ||
| By: | /s/ Bill Follis | |
| Name: | Bill Follis | |
| Title: | Managing Director | |
| JEFFERIES LLC | ||
| By: | /s/ Matthew Kim | |
| Name: | Matthew Kim | |
| Title: | Managing Director | |
| cc: | Mai-Britt Zocca, IO Biotech, Inc. |
Frank F. Rahmani, Sidley Austin LLP
Mehdi Khodadad, 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
[Signature Page to Acceleration Request]
