 | Goodwin ProcterLLP 100 Northern Avenue Boston, MA 02210
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June 21, 2021
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kasey Robinson and Jeffrey Gabor
| Re: | Monte Rosa Therapeutics, Inc. |
Amendment No. 1 to Registration Statement on Form S-1 |
Filed June 9, 2021 |
File No. 333-256773 |
Dear Ms. Robinson and Mr. Gabor:
This letter is confidentially submitted on behalf of Monte Rosa Therapeutics, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s amended Registration Statement on Form S-1, filed on June 9, 2021, originally filed on June 4, 2021 (the “Registration Statement”), as set forth in the Staff’s letter, dated June 15, 2021, addressed to Markus Warmuth (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes changes to reflect responses to the Staff’s comments and other updates.
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.
Amendment 1 to Form S-1 Filed on June 9, 2021
Dilution, page 85
| 1. | Please revise your calculations for your net tangible and pro forma net tangible book value (deficit) per share as of March 31, 2021 to utilize 6,079,905 outstanding underlying the calculation disclosed on pages F-30 and F-32 as of March 31, 2021 rather than 7,699,359 shares outstanding, which are a result of the unvested shares of restricted stock being classified as issued but not outstanding. |
United States Securities and Exchange Commission
June 21, 2021
Page 2
RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 85 of Amendment No. 2 in response to the Staff’s comment.
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If you should have any questions regarding the enclosed matters, please contact the undersigned at (617) 570-1393
| Sincerely, |
| /s/ Robert E. Puopolo |
| Robert E. Puopolo, Esq. |
| cc: | Markus Warmuth, M.D., Monte Rosa Therapeutics, Inc. |
Ajim Tamboli, Monte Rosa Therapeutics, Inc.
Marishka DeToy, Goodwin Procter LLP