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
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
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|
/s/ Joshua Bleharski
|Name: Joshua Bleharski|
|Title: Managing Director|
|SVB SECURITIES LLC|
/s/ Murphy Gallagher
|Name: Murphy Gallagher|
|Title: Senior Managing Director|
[Signature Page to Underwriters Acceleration Request]