May 6, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4546
Washington, D.C. 20549
Ms. Celeste Murphy
Mr. Michael Davis
Sensei Biotherapeutics, Inc.
Registration Statement on Form S-3
Originally Filed March 15, 2022
File No. 333-263567
Requested Date: Monday, May 9, 2022
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the Registrant) hereby requests that the Securities and Exchange Commission (the Commission) take appropriate action to cause the above-referenced Registration Statement on Form S-3, as amended (File No. 333-263567) (the Registration Statement) to become effective on May 9, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the Staff). The Registrant hereby authorizes each of Mark Ballantyne, Michael Tenta and Elijah Jenkins of Cooley LLP to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Mark Ballantyne of Cooley LLP, counsel to the Registrant, at (703) 456-8084, or in his absence, either of Michael Tenta of Cooley LLP, counsel to the Registrant, at (650) 843-5636 or Elijah Jenkins at (202) 776-2163.
[Signature page follows]
|Very truly yours,|
|Sensei Biotherapeutics, Inc.|
|Chief Financial Officer|
John Celebi, Sensei Biotherapeutics, Inc.
Mark Ballantyne, Cooley LLP
Michael Tenta, Cooley LLP