SecProbe.io

March 6 , 2014

Via E -mail
Udi Gilboa
Chief Financial Officer
Bio Blast Pharma Ltd.
35 Ahad Ha'am St.
Tel Aviv 6520206 Israel

Re: Bio Blast Pharma Ltd.
Registration Statement on Form F-1
Filed February 7, 2014
  File No. 333 -193824

Dear Mr. Gilboa:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell  us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please submit all exhibits as soon as practicable.  We may  have further comments upon
examination of these exhibits.

2. Please confirm that the images included in your registration statement are all of the
graphic, visual or photographic information you will be including.  If you intend to use
any additional images , please provide us proofs of such materials. Please note that we
may have comments regarding this material.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone a uthorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you th at are published or

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 2

 distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

4. Please r emove the two pages of graphics between the prospectus cover page and the table
of contents or move the graphics to another section of the prospectus.  If retained, please
provide context to enable the reader to understand the presentation.

5. Please ensur e that the text provided in all images included in your registration statement
can be easily read by investors.  For example, portions of the text in the image on pages
58 and 60 are difficult to read.

Prospectus Summary, page 1

6. Please define the followi ng scientific terms at their first use to provide a reasonable
investor with understanding of such terms:

 “pathophysiological;”
 “myopathy;”
 “pharmacopeial;” and
 “disaccharide chemical chaperone.”

Implications of being an Emerging Growth Company, page 5

7. Please expand this discussion to clarify the relief a company gets as a Foreign Private
Issuer in addition to the relief that you will enjoy as an emerging growth company.
Please also revise your prospectus to indicate that you have decided to avail yours elves of
the relief from adopting new accounting standards.

8. We note your statement that you “have not made a decision whether to take advantage of
any or all” of the applicable JOBS Act exemptions.  Please reconcile this statement with
your risk factor on  pages 34 and 35 that states that you intend to take advantage of
specific listed exemptions until you are no longer an emerging growth company.

Risk Factors
“We may find it difficult to enroll patients…,” page 12

9. Please disclose any past difficulties y ou have experienced enrolling patients in clinical
trials.

“Our product candidates may cause undesirable side effects…,” page 14

10. Please expand the discussion to state whether you have product liability insurance and the
amount of coverage.

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 3

“We may not be able to protect our intellectual property rights throughout the world …,” page 27

11. We note your statement on page 64 that China is one of the countries in which you intend
to protect your proprietary rights.  Accordingly, in this risk factor, please  disclose that
China is one of the foreign countries that has not protected a company’s intellectual
property rights to the same extent as federal and state laws in the United States.

“The JOBS Act and our status as a foreign private issuer will allow us to postpone the date by
whic h we must comply with some of the laws and regulations intended to protect investors…,”
page 34

12. Please provide one or more examples of the “certain governance requirements” from
which your status as a foreign private issuer exe mpts you.

Passive Foreign Investment Company (“PFIC”) Risk Factor

13. Please add a risk factor that discusses the risk that you may be classified as a PFIC for the
current taxable year or for future years.  Include in the risk factor a brief description of
what it means to be classified as a PFIC and the consequences for your shareholders
should you be classified as a PFIC.  Further disclose that you do not intend to provide the
information that would enable investors to take a qualified  electing fund (“QEF”)  election
that could  mitigate the adverse U.S. federal income tax consequences should you be
classified as a PFIC.

Use of Proceeds, page 39

14. Please expand the discussion to indicate what stage of clinical program completion you
expect to achieve for each allocation of proceeds.

Dilution, page 41

15. Please revise the presentation to start with the historical net tangible book value instead
of pro forma net tangible book value.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Overview
Research and Development Expenses, page 43

16. Please expand your disclosures to include the total costs incurred during each period
presented and to date for each key research and development project.

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 4

 Critical Accounting Polic ies and Estimate

JOBS Act, page 44

17. You state that you have elected to delay such adoption of new or revi sed accounting
standards under S ection 107 of the JOBS Act.  Please revise your disclosure to state that,
as a result of this election, your financial  statements may not be comparable to companies
that comply with public company effective dates.  Include a similar statement in your risk
factor disclosure.
.
Stock -Based Compensation and Fair Value of Ordinary Shares, page 44

18. We may have additional comme nts on your accounting for stock compensation or any
beneficial conversion features once you have disclosed an estimated offering price.
Please supplementally provide us with a quantitative and qualitative analysis explaining
the difference between the est imated offering price and the fair value of each equity
issuance through the date of effectiveness for the preceding twelve months.

Business
Overview, page 49

19. Please disclose if any investigational new drug applications for your products have been
submi tted to the FDA.  If so, please state the relevant date(s) and if any application was
not submitted under your name, the name under which the application was submitted.

Product Candidates – Disease background, rationale for treatment…, page 54

20. Where you refer to planned clinical trials, please state the countries in which you intend
to conduct such clinical trials.

21. For each discussion of market potential for your product candidates, please provide a
numerical estimate of the number of people afflicted by each applicable disease.

22. Where you have already provided numerical estimates, please explain how the estimates
were determined.  In this regard, we note the statement on page 58 that Friedreich’s
ataxia affects about 1 in every 50,000 people in the United States and that the estimated
number of Friedreich’s ataxia patients in the United States is approximately 15,0 00.  This
ratio and estimated potential market does not appear to be consistent with the population
of the United States.

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 5

 Management
Corporate Governance Practices
External Directors , page 83

23.  Please c larify the difference between an “external director” under the Israeli Companies
Law and an “independent director” under Nasdaq listing rules.  For example, would an
external director also qualify as an independent director?

Approval of Related Party Tran sactions Under Israeli Law , page 92

24. Please provide one or more examples of the “certain defined types of extraordinary
transactions between a public company and its controlling shareholder” that are exempted
from the shareholder approval requirements unde r Israeli Companies Law regulations.

Compensation of Executive Officers and Directors , page 94

25. Please supplementally advise, with a view to disclosure, whether you are required to
disclose, or have disclosed, in Israel the annual compensation o f your named executive
officers and directors on an individual basis for the most recently completed fiscal year.
See Item 6.B .1 of Form 20 -F.

26. Please disclose the total amounts set aside or accrued by you to provide pension,
retirement or similar benefit s for your named executive officers and directors.  See Item
6.B.2 of Form 20 -F.

Principal Shareholders, page 98

27. Please disclose the percentage of shares held in the United States and the number of
United States shareholders.

Shares Eligible for Future Sale
Lock -up agreements, page 106

28. When available, please file a form of lock -up agreement as an exhibit to the registration
statement.

Rule 144 , page 106

29. We note your statement that “any person who is not our affiliate and has held their shares
for at least six months. . .may sell shares without restriction.”  However, such a person
would be subject to the current public information condition under Rule 144(c).  Please
revise accordingly.

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 6

 Financial Statements
General

30. We note that you conduct substa ntially all of your operations outside of the United States.
In order to enhance our understanding of how you prepare your financial statements, we
ask that you provide us with information that will help us answer the following questions:

 How do you maint ain your books and records and prepare your financial
statements?

o Describe the controls you maintain to ensure that the activities you
conduct and the transactions you consummate are recorded in accordance
with U.S. GAAP.

 What is the background of the peo ple involved in your financial reporting?

 We would like to understand more about the background of the people who are
primarily responsible for preparing and supervising the preparation of your
financial statements and their knowledge of U.S. GAAP and SEC  rules and
regulations. Do not identify people by name, but for each person, please tell us:

o What role he or she takes in preparing your financial statements;
o What relevant education and ongoing training he or she has had relating to
U.S. GAAP;
o The nature of his or her contractual or other relationship to you;
o Whether he or she holds and maintains any professional designations such
as Certified Public Accountant (U.S.) or Certified Management
Accountant; and
o About his or her professional experience, includi ng experience in
preparing and/or auditing financial statements prepared in accordance with
U.S. GAAP.

 If you retain an accounting firm or other similar organization to prepare your
financial statements or evaluate your internal control over financial rep orting,
please tell us:

o The name and address of the accounting firm or organization;
o The qualifications of their employees who perform the services for your
company;
o How and why they are qualified to prepare your financial statements;
o How many hours they s pent last year performing these services for you;
and

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 7

 o The total amount of fees you paid to each accounting firm or organization
in connection with the preparation of your financial statements for the
most recent fiscal year end.

 If you retain individuals w ho are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements,
do not provide us with their names, but please tell us:

o Why you believe they are qualified to prepare your financial st atements;
o How many hours they spent last year performing these services for you;
and
o The total amount of fees you paid to each individual in connection with
the preparation of your financial statements for the most recent fiscal year
end.

Note 7 -Conting ent Liabilities and Commitments
c. License Agreement, page F -13

31. Please disclose the consideration you paid or have agreed to pay Yissum Research
Development Company for entering into the agreement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Udi Gilboa
Bio Blast Pharma Ltd.
March 6, 2014
Page 8

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact James Peklenk at (202) 551 -3661 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related ma tters.  Please
contact Christina De Rosa at (202) 551 -3577, John Krug at (202) 551 -3862 or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Shy S. Baranov, Esq.
 Zysman, Aharoni, Gayer and
 Sullivan & Worcester LLP
 1633 Broadway
New York, NY 10019