October 27, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Tyler Howes, Office of Life Sciences |
| Re: |
BioAtla, Inc.
Registration Statement on Form S-3
Filed January 16, 2026
File No. 333-292784
REQUEST FOR WITHDRAWAL
|
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated
under the Securities Act of 1933, as amended, BioAtla, Inc. (the “Company”) hereby requests the withdrawal,
effective as of the date hereof or as soon as practicable thereafter, of its Registration Statement on Form S-3 (File No. 333-292784),
together with all the exhibits thereto, filed with the Securities and Exchange Commission (the “Commission”)
on January 16, 2026 (the “Registration Statement”).
The Company is seeking withdrawal
of the Registration Statement because the Company does not meet the eligibility requirements for the use of Form S-3 at this time. The
Registration Statement has not been declared effective, and none of the Company’s securities have been sold pursuant to the Registration
Statement. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent with the public
interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Company may choose to file a Form
S-3 in the future if it is eligible to do so.
The Company respectfully requests
that the Commission issue an order granting withdrawal of the Registration Statement. Please provide a copy of the order granting withdrawal
of the Registration Statement to Christian Vasquez, Chief Financial Officer, BioAtla, Inc., at the address first mentioned above, with
a copy to the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, 405 Howard Street, San Francisco, CA 94105,
attention: Niki Fang.
The Company acknowledges
that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance
with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of
the Registration Statement be credited for future use.
Please call Niki Fang of
Orrick, Herrington & Sutcliffe LLP at (415) 773-5540 if you have any questions regarding this
request for withdrawal.
[Signature page follows]
|
Sincerely,
BIOATLA, INC.
By: /s/ Christian Vasquez
Name: Christian Vasquez
Title: Chief Financial Officer |
|
cc: Niki Fang, Esq., Orrick, Herrington & Sutcliffe LLP