NeuroPace Inc — Regulatory Filings 2021

Apr 21, 2021

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NeuroPace, Inc.

455 N. Bernardo Avenue

Mountain View, CA 94043

April 21, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C., 20549

Attn: Abby Adams

Laura Crotty

Tara Harkins

Angela Connell

RE: NeuroPace, Inc. Post-Effective Amendment No. 1 to

Registration Statement on Form S-1 File No. 333-254663

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, NeuroPace, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Post-Effective Amendment No.1 to Registration Statement on Form S-1 to become effective on Wednesday, April 21, 2021, at 8:30 a.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Mark B. Weeks and Seth J. Gottlieb and Brett White of Cooley LLP, counsel to the Registrant, to make such request on its behalf

Once the Registration Statement has been declared effective, please orally confirm that event with Mark B. Weeks at (650) 843-5011, or in his absence, Seth J. Gottlieb at (650) 843-5864.

Very truly yours,

NeuroPace, Inc.
By:	/s/ Michael Favet
Name:	Michael Favet
Title:	President and Chief Executive Officer

cc: Michael Favet, NeuroPace, Inc.

Rebecca Kuhn, NeuroPace, Inc.

Irina Ridley, NeuroPace, Inc.

Mark B. Weeks, Cooley LLP

Seth J. Gottlieb, Cooley LLP

Brett White, Cooley LLP

Alan Denenberg, Davis Polk & Wardell LLP