United States securities and exchange commission logo

                               June 11, 2020

       James McCullough
       Chief Executive Officer
       Renalytix AI plc
       Avon House 19 Stanwell Road
       Penarth, Cardiff CF64 2EZ
       United Kingdom

                                                        Re: Renalytix AI plc
                                                            Draft Registration
Statement on Form F-1
                                                            Filed May 15, 2020
                                                            CIK No. 0001811115

       Dear Mr. McCullough:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       DRS of Form F-1

       Prospectus Summary
       Overview, page 1

   1.                                                   Please remove the
characterization of your company as "commercial-stage" given that you
                                                        have yet to
commercialize any product candidates.
   2.                                                   Please revise to
provide the sources for the statistic you cite in the following sentence
                                                        concerning the amount
of Medicare spending: "CKD affects approximately 37 million
                                                        individuals in the
United States, significantly impacting their quality of life and resulting
                                                        in Medicare spending of
over $120 billion per year."
 James McCullough
FirstNameAI plc
Renalytix LastNameJames McCullough
Comapany NameRenalytix AI plc
June 11, 2020
June 11, 2020 Page 2
Page 2
FirstName LastName
3.       Please clarify here and throughout your prospectus, if your $12
billion initial launch
         market opportunity estimate is based on "patients 21 years of age or
older with earlier
         stage DKD (Stages 1 through 3)." It appears your disclosure that DKD
         affecting approximately 12.6 million people, may be a more expansive
number than the
         population planned for your initial commercial launch.
Implications of being an emerging growth company., page 9

4.       Supplementally provide us with copies of all written communications,
as defined in Rule
         405 under the Securities Act, that you, or anyone authorized to do so
on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
FractalDx spin-off, page 10

5.       We note that you may spin off FractalDx in June, 2020. Please advise
us if this spin-off
         will involve the distribution of shares, and if so, the consideration
you gave to the
         registration requirements of the Securities Act of 1933, and the
Exchange Act of 1934.
Our articles of association to be in effect upon completion of the global
offering will provide that
the U.S. federal district courts,, page 74

6.       We note that your proposed forum selection provision in your articles
of association
         identifies the federal courts of the United States as the exclusive
forum for the resolution
         of any claim arising under the Securities Act of 1933. Please disclose
that there is
         uncertainty as to whether a court would enforce such provision. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. We note that you describe the
effect of the federal
         forum selection provision from the company's perspective. Please
revise your disclosure
         to also describe the effect of the amendment on shareholders. For
example, the effects
         may include, but are not limited to, these provisions can discourage
claims or limit
         investors' ability to bring a claim in a judicial forum that they find
Industry and Market Data, page 78

7.       Please revise to clarify whether you commissioned any of the
third-party data that you cite
         in the prospectus. To the extent that you commissioned any such data,
also provide the
         consent of the third-party in accordance with Rule 436.
Use of Proceeds, page 79

8.       Please revise at paragraph three to indicate the amount estimated to
be allocated for each
         use you identify. Please clarify whether the proceeds allocated for
the "development of the
         KidneyIntelIX platform" will be sufficient to obtain FDA clearance for
the platform, or
         whether additional sources of funding will be necessary.
 James McCullough
Renalytix AI plc
June 11, 2020
Page 3
Management's Discssion and Analysis of Financial Condition and Results of
Our License Agreements, page 86

9.     Please state the date of the last to expire licensed patents under your
Mount Sinai
In-licensed intellectual property., page 137

10.    With respect to those patents that have been issued, please indicate the
type of patent
       protection in each instance, be it composition of matter, use, or
       You may contact Jeanne Bennett at 202-551-3606 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Celeste M. Murphy at 202-551-3257 with
any other

FirstName LastNameJames McCullough
                                                             Division of
Corporation Finance
Comapany NameRenalytix AI plc
                                                             Office of Life
June 11, 2020 Page 3
cc:       Alison Haggerty, Esq.
FirstName LastName