July 20, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Dillon Hagius |
| Irene Paik |
| Re: | Caribou Biosciences, Inc. |
| Registration Statement on Form S-1, as amended |
| File No. 333-257604 |
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Caribou Biosciences, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Standard Time, on Thursday, July 22, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,150 copies of the Preliminary Prospectus dated July 19, 2021 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.
Very truly yours,
BOFA SECURITIES, INC.
CITIGROUP GLOBAL MARKETS INC.
SVB LEERINK LLC
As Representatives of the several underwriters
[Signature Pages Follow]
| BOFA SECURITIES, INC. | ||
| By: | /s/ Michele A.H. Allong | |
| Name: Michele A.H. Allong | ||
| Title: Authorized Signatory | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Dean Poniros | |
| Name: Dean Poniros | ||
| Title: Director | ||
| SVB LEERINK LLC | ||
| By: | /s/ Dan Dubin | |
| Name: Dan Dubin, M.D. | ||
| Title: Vice Chairman, Global Co-Head of Investment Banking | ||
As representatives of the several underwriters.
| cc: | Ilir Mujalovic, Partner, Shearman & Sterling LLP |
| Gina Lee, Associate, Shearman & Sterling LLP |
[Signature Page to Acceleration Request Letter]