J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
September 30, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Donald Field
| Re: | Frequency Therapeutics, Inc. |
| Registration Statement on Form S-1 (File No. 333-233652) |
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 hereby join in the request of Frequency Therapeutics, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on October 2, 2019, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.
Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated September 23, 2019:
| (i) | Dates of distribution: September 23, 2019 through the date hereof. |
| (ii) | Number of prospectuses distributed: a total of approximately 3,449 copies of the prospectus were distributed to prospective underwriters, institutional investors, dealers and others. |
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.
Very truly yours,
J.P. MORGAN SECURITIES LLC
GOLDMAN, SACHS & CO. LLC
COWEN AND COMPANY, LLC
| As Representatives of the Underwriters | ||
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ David Ke | |
| Name: | David Ke | |
| Title: | Executive Director | |
| By: | GOLDMAN SACHS & CO. LLC | |
| By: | /s/ Lyla Bibi | |
| Name: | Lyla Bibi | |
| Title: | Managing Director | |
| By: | COWEN AND COMPANY, LLC | |
| By: | /s/ Bill Follis | |
| Name: | Bill Follis | |
| Title: | Managing Director | |