November 7, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Office of Life Sciences
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Daniel Crawford |
| Jason Drory |
| Li Xiao |
| Lynn Dicker |
| Re: | Acrivon Therapeutics, Inc. |
| Registration Statement on Form S-1 |
| Registration No. 333-267911 |
| Acceleration Request |
Requested Date: November 9, 2022
Requested Time: 4:00 PM, Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Jefferies LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters, hereby join Acrivon Therapeutics, 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. 333-267911) (the “Registration Statement”) to become effective on November 9, 2022, at 4:00 PM, Eastern 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 D. Surti | |
| Name: | Chirag D. Surti | |
| Title: | Vice President | |
| Jefferies LLC | ||
| By: | /s/ Dustin Tyner | |
| Name: | Dustin Tyner | |
| Title: | Managing Director | |
| Cowen and Company, LLC | ||
| By: | /s/ Bill Follis | |
| Name: | Bill Follis | |
| Title: | Managing Director | |
| Piper Sandler & Co. | ||
| By: | /s/ Paul Scansaroli | |
| Name: | Paul Scansaroli | |
| Title: | Managing Director | |
| cc: | Peter Blume-Jensen, M.D., Ph.D., Acrivon Therapeutics, Inc. |
Edwin M. O’Connor, Goodwin Procter LLP
William A. Magioncalda, Goodwin Procter LLP
Divakar Gupta, Cooley LLP
Ryan S. Sansom, Cooley LLP
Mark Ballantyne, Cooley LLP
Katherine Denby, Cooley LLP
[Signature Page to Acceleration Request]