RW

Carmot Therapeutics Inc.

740 Heinz Ave.

Berkeley, California 94710

December 11, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tyler Howes

Suzanne Hayes

Gary Newberry

Kevin Vaughn

RE:

Carmot Therapeutics Inc.

Withdrawal of Registration Statement on Form S-1

File No. 333-275639

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Carmot Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-1 (File No. 333-275639) together with all exhibits and amendments thereto (collectively, the “Registration Statement”) initially filed with the Commission on November 17, 2023.

The Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time. The Registration Statement has not been declared effective by the Commission and the Registrant confirms that no securities have been sold pursuant to the Registration Statement. Accordingly, withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.

The Registrant further hereby requests, pursuant to Rule 418 promulgated under the Securities Act, that any supplemental materials transmitted to the Commission by the Registrant, be returned to the Registrant or destroyed promptly by the staff. If returned, the supplemental materials may be returned to Cooley LLP, attention Dave Peinsipp, the Registrant’s responsible representative, at 3 Embarcadero Center, 20th Floor, San Francisco, CA 94111.

The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Registrant proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) promulgated under the Securities Act.

Should you have any questions regarding this request, please do not hesitate to contact counsel to the Registrant, Dave Peinsipp of Cooley LLP at (415) 693-2177, or in his absence, Kristin VanderPas at (415) 693-2097.


Sincerely,

Carmot Therapeutics Inc.

By:		/s/ Heather Turner
Name:		Heather Turner
Title:		Chief Executive Officer