[RW] Rallybio Corp SEC Filing
RALLYBIO CORPORATION
234 Church Street
New Haven, Connecticut 06510
May 5, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Franklin Wyman
Kevin Kuhar
Daniel Crawford
Alan Campbell
| Re: | Rallybio Corporation |
Request for Withdrawal of Registration Statement on Form S-4
File No. 333-294361
Ladies and Gentlemen:
In accordance with Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Rallybio Corporation (the “Company”) hereby requests the withdrawal by the U.S. Securities and Exchange Commission (the “Commission”), effective as of the date hereof or as promptly as practicable, of the above-referenced registration statement, together with all exhibits thereto (the “Registration Statement”), which was initially filed on March 17, 2026.
The Registration Statement was filed in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 1, 2026, by and among the Company, Candid Therapeutics, Inc. and Farmington Merger Sub, Inc. The Company is seeking withdrawal of the Registration Statement because the Merger Agreement was terminated effective as of May 3, 2026.
The Company confirms that no securities have been sold pursuant to the Registration Statement and that the Registration Statement has not been declared effective by the Commission.
The Company also requests in accordance with Rule 457(p) of the Securities Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Should you have any questions, or require any additional information, please contact Tyler Silvey of Ropes & Gray LLP at (212) 596-9095.
Sincerely,
| RALLYBIO CORPORATION | ||
| By: | /s/ Jonathan I. Lieber | |
| Name: Jonathan I. Lieber | ||
| Title: Chief Financial Officer and Treasurer | ||
| cc: | Zachary Blume, Ropes & Gray LLP |