November 26, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Pasithea Therapeutics Corp. (the “Company”) |
| Registration Statement on Form S-1 (File No. 333-291611) |
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 on Form S-1, as amended (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 9:00 a.m., Eastern Time, on November 28, 2025, or as soon as practicable thereafter.
The Company hereby authorizes James B. O’Grady of Lowenstein Sandler LLP, the Company’s outside legal counsel, to orally modify or withdraw this request for acceleration.
Please call Mr. O’Grady of Lowenstein Sandler LLP at (646) 414-6849 to confirm the effectiveness of the Registration Statement or with any questions.
| Very truly yours, | ||
| PASITHEA THERAPEUTICS CORP. | ||
| By: | /s/ Dr. Tiago Reis Marques | |
| Dr. Tiago Reis Marques | ||
| Chief Executive Officer | ||