| 12670 High Bluff Drive | ||||
| San Diego, California 92130 | ||||
| Tel: +1.858.523.5400 Fax: +1.858.523.5450 | ||||
| www.lw.com | ||||
|
FIRM / AFFILIATE OFFICES | |||
| Austin | Milan | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Century City | Paris | |||
| Chicago | Riyadh | |||
| March 6, 2024 | Dubai | San Diego | ||
| Düsseldorf | San Francisco | |||
| Frankfurt | Seoul | |||
| VIA EDGAR | Hamburg | Silicon Valley | ||
| Hong Kong | Singapore | |||
| Houston | Tel Aviv | |||
| London | Tokyo | |||
| Daniel Crawford | Los Angeles | Washington, D.C. | ||
| Office of Life Sciences | Madrid | |||
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
| Re: | Boundless Bio, Inc. |
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted January 23, 2024
CIK No. 0001782303
Dear Mr. Crawford:
We are in receipt of the Staff’s letter dated January 29, 2024 with respect to the above-referenced confidential draft Amendment No. 2 to Draft Registration Statement on Form S-1. We are responding to the Staff’s comments on behalf of Boundless Bio, Inc. (“Boundless” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”) responding to the Staff’s comments and updating the Company’s disclosures in the Registration Statement.
The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Pipeline and Platform, page 3
| 1. | Please revise your pipeline table here and elsewhere in the registration statement so that it contains no more than two preclinical columns that show a progress bar. |
Boundless’ Response: The Company has revised the pipeline table on pages 3, 102 and 121 of the Registration Statement in response to the Staff’s comment.
March 6, 2024
Page 2
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Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-3962. Thank you in advance for your cooperation in connection with this matter.
| Very truly yours, |
| /s/ Matthew T. Bush |
| Matthew T. Bush of LATHAM & WATKINS LLP |
| cc: | Zachary Hornby, Boundless Bio, Inc. |
Jami Rubin, Boundless Bio, Inc.
Jessica Oien, Boundless Bio, Inc.
Cheston J. Larson, Latham & Watkins LLP
Charles S. Kim, Cooley LLP
Denny Won, Cooley LLP