United States securities and exchange commission logo

                             October 20, 2021

       Mei Mei Hu
       Chief Executive Officer
       Vaxxinity, Inc.
       1717 Main St, Ste 3388
       Dallas, TX 75201

                                                        Re: Vaxxinity, Inc.
Statement on Form S-1
                                                            Filed October 8,
                                                            File No. 333-260163

       Dear Ms. Hu:

                                                        We have reviewed your
registration statement and have the following comment.

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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-1

       Condensed Combined Consolidated Statements of Operations, page F-39

   1.                                                   We note significant
revisions to your statements of operations, stockholders    deficit and
                                                        cash flows for the
periods ended June 30, 2020. Please revise the filing to label each of
                                                        these interim financial
statements as "restated" and provide the disclosures required by
                                                        ASC 250-10-45-23,
250-10-50-7 and their related paragraphs. Alternatively, tell us why
                                                        such disclosures are
not required.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.

              Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
       time for us to review any amendment prior to the requested effective
date of the registration
 Mei Mei Hu
Vaxxinity, Inc.
October 20, 2021
Page 2

       You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Jeffrey Gabor at 202-551-2544 with
any other

FirstName LastNameMei Mei Hu
                                                        Division of Corporation
Comapany NameVaxxinity, Inc.
                                                        Office of Life Sciences
October 20, 2021 Page 2
cc:       Joseph D. Zavaglia, Esq.
FirstName LastName