CORRESP

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

SVB Securities LLC

255 California Street, 12th Floor

San Francisco, California 94111

April 26, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jane Park

 

Re:

HilleVax, Inc.

Registration Statement on Form S-1 (File No. 333-264159)

Request for Acceleration of Effective Date

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 HilleVax, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 p.m. Eastern time on April 28, 2022, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

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 the security, 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, have complied and will comply, and we have been informed by the participating underwriters that they have complied and 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

SVB SECURITIES LLC

 

As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement

J.P. MORGAN SECURITIES LLC
By:  

/s/ Joshua Bleharski

  Name: Joshua Bleharski
  Title: Managing Director
SVB SECURITIES LLC
By:  

/s/ Murphy Gallagher

  Name: Murphy Gallagher
  Title: Senior Managing Director

[Signature Page to Underwriters’ Acceleration Request]