J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
SVB Leerink LLC
1301 Avenue of the Americas, 12th Floor
New York, NY 10019
Piper Sandler & Co.
800 Nicollet Mall, Suite 900
Minneapolis, MN 55402
June 15, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Christie Torney, Jeanne Baker, Jane Park and Laura Crotty
Re: | Century Therapeutics, Inc. |
Registration Statement on Form S-1 |
Filed March 28, 2021, as amended |
File No. 333-256648 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Century Therapeutics, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on June 17, 2021, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
Very truly yours, | |||
J.P. Morgan Securities LLC | |||
By: | /s/ David Ke | ||
Name: David Ke | |||
Title: Managing Director | |||
BofA Securities, Inc. | |||
By: | /s/ Michele A.H. Allong | ||
Name: Michele A.H. Allong | |||
Title: Authorized Signatory | |||
SVB Leerink LLC | |||
By: | /s/ Gabriel Cavazos | ||
Name: Gabriel Cavazos | |||
Title: Managing Director | |||
Piper Sandler & Co. | |||
By: | /s/ Paul Scansaroli | ||
Name: Paul Scansaroli | |||
Title: Managing Director |
[Signature Page to Underwriters Acceleration Request Letter]