Instil Bio, INC.
3963 Maple Avenue, Suite 350
Dallas, TX 75219
| March 16, 2021 | Via Edgar |
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Julie Sherman
Vanessa Robertson
Alan Campbell
Celeste Murphy
| RE: | Instil Bio, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-253620 |
| Acceleration Request |
| Requested Date: March 18, 2021 |
| Requested Time: 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on March 18, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with Madison Jones, counsel to the Registrant, at (202) 728-7087.
Very truly yours,
Instil Bio, Inc.
/s/ Bronson Crouch
Bronson Crouch
Chief Executive Officer
| cc: | Divakar Gupta, Cooley LLP |
| Madison Jones, Cooley LLP |