CORRESP

Jefferies LLC

520 Madison Avenue

New York, New York 10022

  

Cowen and Company, LLC

599 Lexington Avenue, 25th Floor

New York, New York 10022

  

Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

VIA EDGAR    

July 26, 2021    

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius

Celeste Murphy

Re:    Rallybio Corporation

Acceleration Request for Registration Statement on Form S-1

File No. 333-257655

Dear Mr. Hagius,

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, wish to advise you that approximately 877 copies of the preliminary prospectus included in the above-named registration statement (the “Registration Statement”) were distributed during the period July 22, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.

In accordance with Rule 461 of the Act, we hereby join in the request of Rallybio Corporation (the “Company”) for acceleration of the effective date of the Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on July 28, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ropes & Gray LLP, request by telephone that the Registration Statement be declared effective.

We have complied and will comply, and 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.

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Very truly yours,
By:   JEFFERIES LLC
By:   /s/ Dustin Tyner
  Name: Dustin Tyner
  Title: Managing Director
By:   COWEN AND COMPANY, LLC
By:   /s/ Jason Fenton
  Name: Jason Fenton
  Title: Managing Director
By:   EVERCORE GROUP L.L.C.
By:   /s/ Ed Baxter
  Name: Ed Baxter
  Title: Senior Managing Director