January 29, 2024

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Daniel Crawford

 

  Re: Bullfrog AI Holdings, Inc.
    Registration Statement on Form S-1
    Filed January 29, 2024
    File No. 333-276740

 

Dear Mr. Crawford:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters of the proposed public offering of securities of Bullfrog AI Holdings, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, January 31, 2024, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 

Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

  Very truly yours,
   
  WallachBeth Capital, LLC
     
  By: /s/ Eric Schweitzer
  Name: Eric Schweitzer
  Title: Chief Compliance Officer

 

cc: Vininder Singh, Bullfrog AI Holdings, Inc.
  Richard A. Friedman, Sheppard, Mullin, Richter & Hampton LLP
  Arthur S. Marcus, Sichenzia Ross Ference Carmel LLP