November 7, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
| Attention: | Christine Torney |
| Mary Mast |
| Jimmy McNamara |
| Tim Buchmiller |
| Re: | CARGO Therapeutics, Inc. (the “Registrant”) |
Registration Statement on Form S-1 (File No. 333-275113)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between November 6, 2023 and the date hereof, approximately 765 copies of the Preliminary Prospectus, dated November 6, 2023, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as amended.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, November 9, 2023 or as soon thereafter as practicable.
[signature page follows]
| Very truly yours, | ||
| J.P. MORGAN SECURITIES LLC | ||
| JEFFERIES LLC | ||
| COWEN AND COMPANY, LLC | ||
| As representatives of the Underwriters | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: |
/s/ Benjamin Burdett | |
| Name: |
Benjamin Burdett | |
| Title: |
Managing Director, Head of Healthcare ECM | |
| JEFFERIES LLC | ||
| By: |
/s/ Michael Brinkman | |
| Name: |
Michael Brinkman | |
| Title: |
Managing Director | |
| COWEN AND COMPANY, LLC | ||
| By: |
/s/ Bill Follis | |
| Name: |
Bill Follis | |
| Title: |
Managing Director |
[Signature Page to Acceleration Request Letter]