FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * DIALECTIC CAPITAL MANAGEMENT, LP 2. Date of Event Requiring Statement (MM/DD/YYYY)
11/18/2022 

3. Issuer Name and Ticker or Trading Symbol ACHIEVE LIFE SCIENCES, INC. [ACHV]
(Last)        (First)        (Middle)
119 ROWAYTON AVENUE, 2ND FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
NORWALK, CT 06853      
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share  3494000 (3) I  By: Dialectic Life Sciences SPV LLC (1)
Common Stock, par value $0.001 per share  55000  I  By: John Fichthorn (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)  5/18/2023 (4)(5) 11/18/2029  Common Stock  1747000 (3) $4.50  I  By: Dialectic Life Sciences SPV LLC (1)

Explanation of Responses:
(1)  These securities are held directly by Dialectic Life Sciences SPV LLC (the "SPV"). The SPV is a private investment vehicle. Dialectic Capital Management LP (the "Adviser") is the investment adviser for the SPV. Dialectic Partners, LLC (the "Adviser GP") is the general partner of the Adviser. Dialectic LS Manager LLC (the "SPV MM") is the managing member of the SPV. John Fichthorn is the controlling person of the Adviser GP and the SPV MM. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
(2)  These securities are held directly by John Fichthorn. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
(3)  The reported securities are included within 1,747,000 ACHV Units purchased by the SPV on November 18, 2022. Each Unit consists of two shares of Common Stock and one warrant to purchase one share of Common Stock.
(4)  The Issuer shall not effect any exercise of these warrants, and the SPV shall not have the right to exercise these warrants, to the extent that after giving effect to the issuance of Common Stock after exercise, the SPV (together with the SPV's affiliates, and any other persons acting as a group together with the SPV or any of the SPV's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation.
(5)  The "Beneficial Ownership Limitation" shall be 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of these warrants. The SPV, upon notice to the Issuer, may decrease, and subsequently increase or decrease, the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of these warrants. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after notice is delivered to the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853

X

Dialectic Partners, LLC
2ND FLOOR 119 ROWAYTON AVE
NORWALK, CT 06853

X

FICHTHORN JOHN
C/O DIALECTIC CAPITAL MANAGEMENT, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853

X

Dialectic LS Manager LLC
119 ROWAYTON AVENUE
2ND FLOOR
NORWALK, CT 06853

X

Dialectic Life Sciences SPV LLC
C/O DIALECTIC LS MANAGER LLC
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853

X


Signatures
/s/ John Fichthorn, for himself and as controlling person of the Adviser GP (for itself and on behalf of the Adviser) and the SPV MM (for itself and on behalf of the SPV) 11/21/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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