Registration Withdrawal - Form RW

RW

Carmell Corporation

2403 Sidney Street, Suite 300

Pittsburgh, Pennsylvania 15203

October 15, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street N.E.

Washington, D.C. 20549

Re: Carmell Corporation
Request to Withdraw Registration Statement on Form S-1
Filed August 7, 2023

File No. 333-273781

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the "Securities Act"), Carmell Corporation (the "Registrant") hereby respectfully requests that the Securities and Exchange Commission (the "Commission") consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant's Registration Statement on Form S-1 (File No. 333-273781) filed with the Commission on August 7, 2023, together with all exhibits thereto (collectively, the "Registration Statement").

The Registrant has decided not to pursue the offering due to business decisions and confirms that no securities covered by the Registration Statement have been issued or sold and that the Registration Statement has not been declared effective by the Commission. Based on the foregoing, the Registrant submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.

Pursuant to Rule 477(b) under the Securities Act, the Registrant understands that this request for withdrawal of the Registration Statement will be deemed granted as of the date hereof, unless the Registrant receives notice from the Commission within 15 days of the date hereof that such request will not be granted. In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant's account for future use.

We appreciate your time and attention to this matter. Should you have any questions, please call Michael A. Hedge with K&L Gates LLP, the Registrant's outside counsel, at (949) 623-3519.

	Very truly yours,
	/s/ Bryan J. Cassaday
	Bryan J. Cassaday, Chief Financial Officer

cc: Michael A. Hedge, K&L Gates LLP

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