United States securities and exchange commission logo





                             November 30, 2021

       Albert Hansen
       Chief Executive Officer
       ClearLight Biotechnologies, Inc.
       428 Oakmead Parkway
       Sunnyvale, CA 94085-4708

                                                        Re: ClearLight
Biotechnologies, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed November 19,
2021
                                                            File No. 024-11720

       Dear Mr. Hansen:

                                                        This is to advise you
that we do not intend to review your offering statement.

               We will consider qualifying your offering statement at your
request. In connection with
       your request, please confirm in writing that at least one state has
advised you that it is prepared
       to qualify or register your offering. If a participant in your offering
is required to clear its
       compensation arrangements with FINRA, please have FINRA advise us that
it has no objections
       to the compensation arrangements prior to qualification.

               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.

               Please contact Olivia Bobes, Law Clerk, at (202) 551-7361 or Jan
Woo, Legal Branch
       Chief, at (202) 551-3453 with any questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Technology
       cc:                                              Karen Muller, Esq.