July 12, 2024

David Hung, M.D.
President and Chief Executive Officer
Nuvation Bio Inc.
1500 Broadway, Suite 1401
New York, NY 10036

       Re: Nuvation Bio Inc.
           Revised Preliminary Proxy Statement on Schedule 14A Filed May 24,
2024
           Response Dated June 18, 2024
           File No. 001-39351
Dear David Hung M.D.:

       We have reviewed your June 18, 2024 response to our comment letter and
have the
following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our June
10, 2024 letter.

Revised Preliminary Proxy Statement Filed May 24, 2024
Proposal 4 - Conversion of Series A Preferred Stock to Class A Stock
Background of the Merger, page 39

1.     We note your response to prior comment 6, and we reissue the comment.
Please revise
       your disclosures to present the discussions and negotiations concerning
the terms of the
       convertible preferred stock, including the existence, size, and timing
of the annual
       dividend that would become payable to preferred stockholders if the
stockholders do not
       approve the Conversion Proposal.
 July 12, 2024
Page 2

       Please contact Jessica Dickerson at 202-551-8013 or Joe McCann at
202-551-6262 with
any questions.




                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:   Melissa H. Boyd, Esq.