VIA EDGAR
February 2, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Margaret Schwartz |
Joe McCann
Eric Atallah
Kevin Kuhar
| Re: | Vor Biopharma Inc. |
Registration Statement on Form S-1 (as amended) (File No. 333-252175)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to 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 Vor Biopharma Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on February 4, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[SIGNATURE PAGES FOLLOW]
| GOLDMAN SACHS & CO. LLC | ||||
| By: | /s/ Matthew Leskowitz | |||
| Name: | Matthew Leskowitz | |||
| Title: | Managing Director | |||
| EVERCORE GROUP, L.L.C. | ||||
| By: | /s/ Maren Winnick | |||
| Name: | Maren Winnick | |||
| Title: | Senior Managing Director | |||
| BARCLAYS CAPITAL INC. | ||||
| By: | /s/ Victoria Hale | |||
| Name: | Victoria Hale | |||
| Title: | Authorized Signatory | |||
| STIFEL, NICOLAUS & COMPANY, INCORPORATED | ||||
| By: | /s/ Nathan Thompson | |||
| Name: | Nathan Thompson | |||
| Title: | Director | |||
As Representatives of the several Underwriters.
[Signature Page to Acceleration Request (Underwriters)]