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November 16, 2023
Edward M. Kaye, M.D.
Chief Executive Officer
Stoke Therapeutics, Inc.
45 Wiggins Avenue
Bedford, Massachusetts 01730
Re:Stoke Therapeutics, Inc.
Schedule TO-I Filed November 2, 2023
File No. 005-91051
Dear Edward M. Kaye:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-I Filed November 2, 2023
General
1.The cross reference in Item 7(b) of Schedule TO to Section 6 of the Offering
Memorandum appears to be inappropriate, as Section 6 of the Offering Memorandum sets
forth the conditions to the consummation of the Exchange Offer rather than material
conditions, if any, to any financing of consideration to be provided in the Exchange Offer.
See Item 1007(b) of Regulation M-A. Please revise.
Summary Term Sheet - Questions and Answers, page 5
2.Refer to the following disclosure made on pages 9-10 of the Exchange Offer under
Question 10: “Unless we amend or terminate the Exchange Offer in accordance with its
terms, we will grant you New RSUs in exchange for Eligible Options with respect to
which you properly made a valid election (and did not validly revoke that election),
effective as of the New RSU Grant Date, following the Expiration Time. However, it may
take a few weeks from the Expiration Time for you to receive your New RSUs.” Please

 FirstName LastNameEdward M. Kaye, M.D.
 Comapany NameStoke Therapeutics, Inc.
 November 16, 2023 Page 2
 FirstName LastNameEdward M. Kaye, M.D.
Stoke Therapeutics, Inc.
November 16, 2023
Page 2
explain in your response letter how this payment process is consistent with your obligation
to pay promptly under Rule 13e-4(f)(5).
Procedures for Tendering Eligible Options, page 25
3.Refer to the following disclosure on page 26 of the Exchange Offer: "Subject to Rule 13e-
4 under the Exchange Act, we also reserve the right to waive any of the conditions of the
Exchange Offer or any defect or irregularity in any tender with respect to any particular
Eligible Option or any particular Eligible Employee." Please revise to avoid the
implication that you may waive a condition of the offer as to one or some Eligible
Employees, rather than generally waiving such offer condition. All conditions to the
Exchange Offer must apply uniformly to all Eligible Employees.
Withdrawal Rights, page 27
4.Refer to the following disclosure made on page 27 of the Exchange Offer: "[I]f we have
not accepted your tendered Eligible Options by 11:59 p.m. Eastern Time on December 28,
2023 (which is the 40th business day following the commencement of the offer), you may
withdraw your Eligible Options at any time thereafter but prior to our acceptance."  It does
not appear that December 28, 2023 is the 40th business day (as defined in Rule 13e-
4(a)(3)) after commencement of this Exchange Offer. Please revise or advise.
Conditions of the Exchange Offer, page 28
5.On page 29 of the Exchange Offer, you have included a condition that will be triggered by
“any general suspension of trading in, or limitation on prices for, securities on any
national securities exchange or automated quotation system or in the over-the-counter
market.” Please revise to explain what would be considered a limitation on prices for
securities on any national securities exchange or automated quotation system or in the
over-the-counter market, or delete.
6.Refer to the following language in the condition on page 30 of the Exchange Offer: “any
changes occur in our business, financial condition, assets, income, operations, prospects or
stock ownership that, in our reasonable judgment, is or may be material to Stoke
Therapeutics.” As drafted, the condition is extremely broad since it is not limited to
negative changes. Please revise to outline how you will judge materiality in this context,
or advise.
7.Refer to the following condition on page 30 of the Exchange Offer: “Any event or events
occur that have resulted or may result, in our reasonable judgment, in a material
impairment of the contemplated benefits of the Exchange Offer to Stoke Therapeutics . . .
.”  Revise to describe the "contemplated benefits of the Exchange Offer" for purposes of
this offer condition.
8.Refer to the following statement made on page 30 of the Exchange Offer: “We may waive
the conditions, in whole or in part, at any time and from time to time prior to our

 FirstName LastNameEdward M. Kaye, M.D.
 Comapany NameStoke Therapeutics, Inc.
 November 16, 2023 Page 3
 FirstName LastNameEdward M. Kaye, M.D.
Stoke Therapeutics, Inc.
November 16, 2023
Page 3
acceptance of your tendered Eligible Options for exchange, whether or not we waive any
other condition to the Exchange Offer.” If an offer condition is “triggered” while the offer
is pending, in our view, the offeror must promptly inform security holders whether it will
assert the condition and terminate the offer, or waive it and continue. Reserving the right
to waive a condition “at any time and from time to time” may be inconsistent with your
obligation in this regard. Please confirm in your response letter that you will promptly
notify target security holders if a condition is triggered while the Exchange Offer is
pending.
Information Concerning Stoke Therapeutics; Financial Information, page 32
9.Refer to Item 10 of Schedule TO. To the extent that you are incorporating by reference
financial statements in other filings by Stoke Therapeutics, revise to expressly do so and
to identify where the specific information may be found within the applicable filing(s).
See Instruction 3 to Item 10 of Schedule TO.
10.See our last comment above. Where a filing person elects to incorporate by reference the
information required by Item 1010(a) of Regulation M-A, all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders. See Instruction 6 to Item 10 of Schedule TO and telephone interpretation
I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone
Interpretations” available on the Commission’s website at http://www.sec.gov. Please
revise the Offering Memorandum to include the information required by Item 1010(c) of
Regulation M-A and disseminate the amended disclosure in the same manner as the
original offer materials.
11.Please include the Company’s book value per share as of the date of the most recent
balance sheet presented. See Item 1010(a)(4) of Regulation M-A.
12.In your response letter, explain why you do not believe pro forma financial information
is material in the context of the Exchange Offer, or revise to provide such information in
the amended disclosure document. See Item 1010(b) of Regulation M-A and Item 10
of Schedule TO.
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our
Securities, page 33
13.Please revise the Offering Memorandum or Schedule TO to provide the information
required by Item 1008(a) of Regulation M-A for each person named in response to Item
1003(a) of Regulation M-A and by each associate and majority-owned subsidiary of those
persons, if applicable.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameEdward M. Kaye, M.D.
 Comapany NameStoke Therapeutics, Inc.
 November 16, 2023 Page 4
 FirstName LastName
Edward M. Kaye, M.D.
Stoke Therapeutics, Inc.
November 16, 2023
Page 4
            Please direct any questions to Christina Chalk at 202-551-3263 or Shane Callaghan at
202-330-1032.

Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions