20190319:100745 0001193125-19-035422 CORRESP 1 20190212 Stealth BioTherapeutics Corp 0001696396 2834 000000000 E9 1231 CORRESP 275 GROVE STREET SUITE 3-107 NEWTON MA 02446 617-600-6888 275 GROVE STREET SUITE 3-107 NEWTON MA 02446 CORRESP 1 filename1.htm CORRESP

February 12, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Re:

Stealth BioTherapeutics Corp

Registration Statement on Form F-1 (File No. 333-229097)

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 February 6, 2019 and the date hereof, approximately 1,736 copies of the Preliminary Prospectus dated February 6, 2019 were distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters 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 4:30 p.m. Eastern Daylight Time, on Thursday, February 14, 2019 or as soon thereafter as practicable.

[signature page follows]


Very truly yours,

 

JEFFERIES LLC

EVERCORE GROUP L.L.C.

BMO CAPITAL MARKETS CORP.

As representatives of the several underwriters

 

JEFFERIES LLC

By:   /s/ Matthew Kim

Name:

Title:

 

Matthew Kim

Managing Director

 

EVERCORE GROUP L.L.C.
By:   /s/ Jeff Rosichan

Name:

Title:

 

Jeff Rosichan

Senior Managing Director

 

BMO CAPITAL MARKETS CORP.
By:   /s/ Annette Grimaldi

Name:

Title:

 

Annette Grimaldi

Managing Director

 

[Signature Page to Acceleration Request of the Underwriters]