TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 19, 2023 Tiago Reis Marques, M.D., Ph.D. Chief Executive Officer Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 Re: Pasithea Therapeutics Corp. Registration Statement on Form S-3 Filed May 12, 2023 File No. 333-271896 Dear Tiago Reis Marques: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tyler Howes at 202-551-3370 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: James O Grady, Esq.