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CORRESP

 SIDLEY AUSTIN LLP

 555 CALIFORNIA STREET

SUITE 2000

 SAN FRANCISCO, CA 94104

+1 415 772 1200

 +1 415 772 7400 FAX

 +1 415 772 1271

SFLANAGAN@SIDLEY.COM

 December 27, 2024

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers and
Acquisitions

 100 F Street, NE

 Washington, D.C. 20549

Attention: Eddie Kim and Dan Duchovny

  Re:

Poseida Therapeutics, Inc.

Schedule TO-T filed December 9, 2024

File No. 005-91606

Filed by Blue Giant Acquisition Corp., and Roche Holdings, Inc.

 Ladies and Gentlemen:

 On behalf
of Blue Giant Acquisition Corp. (“Offeror”) and Roche Holdings, Inc. (“Parent” and, together with Offeror, the “Filing Persons”), we acknowledge receipt of the comment letter, dated
December 19, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) concerning the above-captioned Schedule TO-T (the “Schedule TO”). We submit this letter on behalf of the Filing Persons in response to the Comment Letter. To facilitate the Staff’s review, we have reproduced the Staff’s comments
in italics below. Our response then follows each of the Staff’s comments.

 Concurrently with this letter, the Filing Persons are filing Amendment
No. 1 to the Schedule TO-T (“Amendment No. 1”), which reflects revisions made to the Schedule TO-T in response to the comments
of the Staff. Unless otherwise noted, the page numbers in the responses below refer to pages in the Offer to Purchase, dated December 9, 2024 (the “Offer to Purchase”), which is included as Exhibit (a)(1)(A) to the Schedule TO.
Capitalized terms used but not defined herein have the meaning given to such terms in the Offer to Purchase.

 Staff Comment No. 1

Schedule TO-T filed December 9, 2024

General

1.
 It appears that all of Poseida’s revenues and operations have been, and continue to be, entirely
dependent on the Collaboration Agreement between the Company and Parent, and, thus, that Parent and/or its affiliates may have been an affiliate of the Company. Given this, please file a Schedule 13E-3 and
amend the Schedule TO and Offer to Purchase as necessary or provide us your detailed legal analysis of the application of Rule 13e-3 with respect to the current transaction.

 Sidley Austin (CA) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 December 27, 2024

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 Response:

The Offer and the Merger are not a Rule 13e-3 Transaction

The Filing Persons respectfully submit that they believe that the Offer and the Merger is not a going-private transaction under Rule 13e-3 under the Exchange Act and, therefore, the Filing Persons and their affiliates are not required to file a Schedule 13E-3.

Rule 13e-3 applies to transactions to acquire equity securities of an issuer by the issuer or an affiliate of the
issuer. Rule 13e-3(a)(1) defines an “affiliate” of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control
with such issuer.” “Control” is defined in Rule 12b-2 under the Exchange Act to mean the “possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

 The Filing Persons are not Affiliates of
Poseida

 The Filing Persons and their affiliates do not (i) own any securities of Poseida, (ii) have any representatives on the board of
directors of Poseida or any contractual rights to appoint any such board representatives or receive information related to activities or deliberations of Poseida’s board of directors, (iii) have any right to veto any actions of
Poseida’s board of directors or management or to require Poseida’s board of directors or management to take or refrain from taking any action, or (iv) have any other contractual rights to direct or cause the direction of the
management and policies of Poseida in a manner that would implicate Rule 13e-3.

 The Filing Persons have entered
into separate tender and support agreements relating to the Offer and the Merger with certain stockholders of Poseida who respectively owned approximately 12.1% and 6.1% of Poseida’s outstanding shares at the time such agreements were entered
into. Such agreements contain customary provisions relating to the Offer and the Merger and do not convey beneficial ownership of the Poseida shares to the Filing Persons or otherwise directly or indirectly provide the Filing Persons with the power
to direct or cause the direction of the management and policies of Poseida. The Filing Persons have been advised by Poseida that none of these stockholders has (i) any representatives on the board of directors of Poseida, (ii) any
contractual rights to appoint any such board representatives, (iii) any contractual rights to receive information related to board activities or deliberations, or (iv) any right to veto any actions of Poseida’s board of directors or
management or to require Poseida’s board of directors or management to take or refrain from taking any action. Accordingly, the Filing Persons do not believe that the stockholders who are parties to the tender and support agreements are
affiliates of Poseida within the meaning of Rule 13e-3.

 F. Hoffmann-La
Roche Ltd and Hoffmann-La Roche Inc. (each, a “Roche Collaboration Party” and collectively, the “Roche Collaboration Parties”), each of which is an affiliate of the Filing
Persons, are parties to a collaboration and license agreement with Poseida, dated July 30, 2022 (as amended, the “Collaboration Agreement”). The Collaboration Agreement is an
arm’s-length commercial agreement typical in the pharmaceutical industry to develop and commercialize drug products. The Collaboration Agreement provides Poseida with funds to research and develop certain
cell therapy products and provides the Roche Collaboration Parties with certain research, development and commercialization rights for those products, but does not provide the Roche Collaboration Parties with the power to direct or cause the
direction of the management or policies of Poseida. The Collaboration Agreement does not give the Roche Collaboration Parties (i) any rights to have any representatives on Poseida’s board of directors or to receive information related to
activities or deliberations of Poseida’s board of directors, (ii) any right of first refusal or veto right with respect to a strategic transaction involving Poseida or any of Poseida’s other drug candidates, (iii) the ability to
restrict or otherwise limit the operation of Poseida’s business, other than the Roche Collaboration Parties’ rights reflected in the Collaboration Agreement to research, develop and commercialize the specified collaboration products,
(iv) the ability to restrict or otherwise limit Poseida’s ability to issue securities, incur debt or otherwise raise capital to fund its operations or (v) the ability to restrict or otherwise limit Poseida’s ability to expand,
reduce or restructure its operations.

 December 27, 2024

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 The Filing Persons acknowledge that the Collaboration Agreement is material to Poseida. Based on information
provided by Poseida and reported in its Quarterly Report on Form 10-Q for the period ended September 30, 2024, Poseida earned approximately $101.0 million under the Collaboration Agreement during the
nine months ended September 30, 2024, which represented approximately 80% of Poseida’s total revenue during such period. Importantly, the Collaboration Agreement relates to certain of Poseida’s
CAR-T cell therapy programs and does not cover Poseida’s other programs, including (i) Poseida’s proprietary allogenic CAR-T cell therapy drug candidate
in Phase 1 clinical development for multiple solid tumor indications, (ii) Poseida’s proprietary allogeneic CAR-T cell therapy program for autoimmune disease, (iii) Poseida’s collaboration
agreement with Xyphos Biosciences, Inc., a subsidiary of Astellas Pharma Inc., for the development of non-publicly disclosed call therapy targets, (iv) Poseida’s cell therapy platform technology that
can be used to develop additional CAR-T products, or (v) Poseida’s gene therapy programs and gene therapy platform technology. The significance of Poseida’s activities outside of the
Collaboration Agreement is further evidenced by the fact that of the $162.5 million in operating expenses of Poseida during the nine months ending September 30, 2024, only $48.7 million related to reimbursed R&D activity under the
Collaboration Agreement, demonstrating that Poseida has significant research and development activities unrelated to the Collaboration Agreement and over which the Roche Collaboration Parties have no input, much less control. In addition, Poseida
previously had a collaboration arrangement with Takeda Pharmaceuticals for certain liver and hemopoietic stem cell programs that was active when the Collaboration Agreement was entered into, which further evidences that these collaboration
arrangements are arm’s-length third party commercial agreements that do not provide control over the management and policies of Poseida. Furthermore, revenue from strategic collaborations has not been the
sole source of capital for Poseida, and Poseida has historically relied on its ability to fund its operations through equity and debt financings.

 In
addition, the Collaboration Agreement does not require consent of the Roche Collaboration Parties in the event of a change of control of Poseida, and it expressly permits assignment of the Collaboration Agreement to an acquirer of all or
substantially all of the assets or all of the capital stock of Poseida, or to any successor corporation or entity resulting from any merger or consolidation of Poseida with or into such corporation or entity, provided that such acquirer or successor
entity expressly agrees to be bound by all obligations of Poseida under the Collaboration Agreement. As a result, if Poseida’s board of directors desired to sell Poseida to someone other than the Filing Persons, Roche would not have any rights
under the Collaboration Agreement to prevent that transaction or terminate the Collaboration Agreement.

 Finally, there are no other potential indicia of
control between the Filing Parties and Poseida because there are no contractual or other arrangements between the Filing Parties and Poseida that grant the Filing Parties the power to direct or cause the direction of management and policies of
Poseida.

 The Filing Persons respectfully advise the Staff that, based on the totality of the circumstances, they do not believe that the Filing Persons
are affiliates of Poseida for purposes of Rule 13e-3.

 The Transactions Do Not Raise the Concerns that Rule 13e-3 was Intended to Address

 As described in Exchange Act Release
No. 34-17719 (April 13, 1981) (the “Interpretive Release”), Rule 13e-3 was adopted to protect unaffiliated security holders from the potential for
abuse or coercion by an issuer or its affiliates that may be present in a going-private transaction. The opportunity for abuse would be due, in part, to a lack of arm’s-length bargaining and an inability
of unaffiliated security holders to influence corporate decisions to enter into such transactions. However, in the case of the Offer and the Merger, the opportunity for abuse that Rule 13e-3 was designed to
address is not present.

 December 27, 2024

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 The Merger Agreement was the result of arm’s-length negotiations
between Poseida, led by its board of directors, and the Filing Persons. As described in detail under “Item 4. The Solicitation or Recommendation” of the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 filed by Poseida with the SEC on December 9, 2024 (the “Schedule 14D-9”), the negotiations between Poseida and the Filing Persons were intense and
conducted on arm’s-length terms. In addition, as disclosed in the Schedule 14D-9, the board of directors of Poseida provided its approval before any discussions or
negotiations occurred with Poseida’s stockholders regarding potential tender and support agreements, and the board of directors of Poseida required that the Filing Persons not directly engage with the stockholders regarding the negotiation of
the tender and support agreements and instead required that all such discussions and negotiations be conducted by Poseida, led by its board of Directors, directly (and separately) with the stockholders, on the one hand, and the Filing Persons, on
the other hand. Also, as disclosed in the section titled “Background of Offer and Merger” beginning on page 18 of the Schedule 14D-9, in the weeks leading up to the execution of the Merger
Agreement, Poseida engaged in discussions with two other potential counterparties regarding their potential interest in a strategic transaction with Poseida, which each such potential counterparty ultimately declined to pursue. Given the thorough
process that was followed by Poseida and its board of directors, there was no practical opportunity for the Filing Persons and their affiliates to overreach or take advantage of Poseida’s stockholders. Accordingly, Poseida stockholders do not
need the additional protections of Rule 13e-3 in this transaction due to the foregoing and the fact that the Offer to Purchase, the Schedule 14D-9 and other disclosure
documents provide detailed disclosures about the relationships between the Filing Persons and their affiliates and Poseida as well as the background of the transaction. Poseida stockholders, therefore, have all the information required to make an
informed investment decision.

 In order for the Offer and the Merger to proceed, stockholders of Poseida holding a majority of the outstanding shares of
Poseida must tender their shares into the Offer. As the Staff has indicated in the Interpretive Release, the existence of a vote in and of itself is not dispositive, because affiliates of the issuer engaged in the transaction may already hold the
requisite vote for approval. However, this is not the case here. Based on the information in Poseida’s SEC filings, the directors and executive officers of Poseida as a group hold in the aggregate less than 3% of Poseida’s outstanding
stock. The Filing Persons and their affiliates own no securities of Poseida. While certain stockholders of Poseida have entered into tender and support agreements with the Filing Persons relating to the Offer and the Merger, those stockholders held,
respectively, 12.1% and 6.1% of Poseida’s outstanding shares at the time such agreements were entered into. Accordingly, the unaffiliated stockholders of Poseida have the power to determine whether or not to accept the Offer and thus determine
whether the Offer and the Merger will proceed.

 In adopting Rule 13e-3, the Staff indicated that it was also
concerned about the potential coercive effect of a going-private transaction, because unaffiliated stockholders might be confronted with the prospect of an illiquid market, termination of the protections under the federal securities laws and further
efforts to eliminate their equity interest. Again, these concerns do not apply to this transaction, because the Offer and the Merger will either be consummated or they will not. If the Offer and the Merger are not consummated, the unaffiliated
stockholders will be left with the same liquid market and float and the same protections under the federal securities laws. Their equity interest will be left intact (subject to the possibility that a competing bidder acquires Poseida). If the Offer
and the Merger are consummated, all outstanding shares will be exchanged for cash. As such, there will be no need for a market for the shares or the protections of the federal securities laws. In sh