MAXCYTE, INC. — Regulatory Filings 2021

Jul 27, 2021

CORRESP 1 filename1.htm

maxcyte, inc.

22 Firstfield Road, Suite 110

Gaithersburg, Maryland 20878

July 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amy Geddes, Linda Cvrkel, Julia Griffith and Justin Dobbie

Re:
Registration Statement on Form S-1, as amended (File No. 333-257810)
Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, MaxCyte, Inc. (the “ Company ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “ Registration Statement ”) and declare the Registration Statement effective as of 4:30 p.m. Eastern time, on July 29, 2021, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.

Once the Registration Statement has been declared effective, please orally confirm that event with Brian F. Leaf of Cooley LLP at (703) 456-8053, or in his absence, Katie A. Kazem of Cooley LLP at (703) 456-8043.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

[Signature page follows]

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Very truly yours,
MaxCyte, Inc.
/s/ Doug Doerfler
By:	Doug Doerfler
Title:	Chief Executive Officer

[Signature Page to Acceleration Request]

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