CORRESP

VIA EDGAR

May 25, 2021

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Irene Paik, Joe McCann, Tara Harkins and Dan Gordon

 

Re:    Centessa Pharmaceuticals plc
   Acceleration Request for Registration Statement on Form S-1
   File No. 333-255393
   Requested Date:    May 27, 2021
   Requested Time:    4:00 p.m. Eastern Time

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 as of the date hereof, approximately 3,878 copies of the Preliminary Prospectus dated May 24, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above captioned Registration Statement.

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 May 27, 2021 or as soon thereafter as practicable.

[Signature page follows]


Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

EVERCORE GROUP L.L.C.

As representatives of the Underwriters

MORGAN STANLEY & CO. LLC

 

By:  

/s/ Chirag D. Surti

  Name: Chirag D. Surti
  Title: Vice President
GOLDMAN SACHS & CO. LLC
By:  

/s/ Elizabeth Reed

  Name: Elizabeth Reed
  Title: Managing Director
JEFFERIES LLC
By:  

/s/ Matthew Kim

  Name: Matthew Kim
  Title: Managing Director, Joint US Head of Biopharmaceuticals
EVERCORE GROUP L.L.C.
By:  

/s/ Francois Maisonrouge

  Name: Francois Maisonrouge
  Title: Senior Managing Director

[Signature Page to Acceleration Request]