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                                                            March 11, 2025

Timothy Noyes
Chief Executive Officer
Aerovate Therapeutics, Inc.
930 Winter Street, Suite M-500
Waltham, MA 02451

       Re: Aerovate Therapeutics, Inc.
           Amendment No. 2 to Registration Statement on Form S-4
           Filed February 24, 2025
           File No. 333-283562
Dear Timothy Noyes:

     We have reviewed your amended registration statement and have the
following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 18,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers about the Merger
Why am I receiving this proxy statement/prospectus?, page 2

1.     We note your response to prior comment 3. Specifically, we note the
statement in
       your response that the issuance of the Aerovate pre-funded warrants and
Aerovate
       Series A Preferred Stock are being registered as part of the
registration statement.
       However, the disclosure in this section and in the added explanatory
note on page 1
       states only that the prospectus is used to offer shares of Aerovate
common stock.
       Please revise your disclosures as appropriate to clarify, consistent
with your response,
       that the prospectus also is used to offer the Aerovate pre-funded
warrants and
       Aerovate Series A Preferred Stock.
 March 11, 2025
Page 2
The Special Meeting in Lieu of Annual Meeting of Aerovate Stockholders
Solicitation of Proxies, page 100

2.     We note your added disclosure that you have retained Innisfree M&A as
your proxy
       solicitor. Please revise your disclosure to state the material features
of any contract or
       arrangement for such solicitation and the cost or anticipated cost
thereof. Refer to
       Item 4(a)(3) of Schedule 14A.
Opinion of Aerovate's Financial Advisor, page 117

3.     We note your response to prior comment 13. Specifically, although we
note your
       response that Lucid did not review any pro forma financial effects of
the merger, as
       well as your deletion of the corresponding statement on page 118, the
Lucid Opinion
       filed as Annex G states that Lucid "[r]eviewed certain pro forma
financial effects of
       the Merger." Please tell us how to reconcile this apparent inconsistency
or otherwise
       advise. In addition, we do not see disclosure of the "cash burn model"
referenced both
       on page 118 and in the Lucid Opinion. Please direct us to this
disclosure or, as
       previously requested, provide us with your analysis as to whether such
model is
       material. In your analysis, tell us whether the projections presented in
this model were
       used or relied upon by your board of directors or Lucid in reaching the
fairness
       determination, whether they effected the merger consideration, exchange
ratio or other
       materials terms of the transaction during negotiations, and how the
projections related
       to the merger consideration. Alternatively, revise your discussion to
disclose the
       projections.
U.S. Federal Income Tax Considerations of the Merger, page 133

4.     We note your response to prior comment 15, including the forms of legal
opinion filed
       as Exhibits 8.1 and 8.2 to the registration statement. Please tell us
when counsel
       expects to deliver these tax opinions. Refer to Sections III.D.2 and
III.D.3 of Staff
       Legal Bulletin No. 19. In addition, if you intend the exhibits to
constitute short-form
       opinions, please revise your registration statement to clearly state
that the disclosure
       under U.S. Federal Income Tax Considerations of the Merger is the
opinion of
       counsel and clearly identify and articulate the opinion being rendered.
Refer to
       Section III.B.2 of Staff Legal Bulletin No. 19.

       Please contact Tara Harkins at 202-551-3639 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Dickerson at 202-551-8013 or Chris Edwards at 202-551-6761 with
any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:   Edwin M. O'Connor, Esq.
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