February 6, 2023



United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549


  Re: Sonnet BioTherapeutics Holdings, Inc. (the “Company”)
    Registration Statement on Form S-1 (File No. 333-269307)


Ladies and Gentlemen:


In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time, on February 7, 2023, or as soon as practicable thereafter.


Please call Alexander E. Dinur of Lowenstein Sandler LLP at 973-422-6732 to confirm the effectiveness of the Registration Statement or with any questions.


  Very truly yours,
  By: /s/ Pankaj Mohan
  Name: Pankaj Mohan
  Title: Chief Executive Officer