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CORRESP

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 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Cindy Polynice

 
 Joe McCann

 
 Tracie Mariner

 
 Angela Connell

Re:
 Homology Medicines, Inc.

 
 Registration Statement on Form S-4

 
 Originally Filed December 18, 2023

 
 File No. 333-276093

Ladies and Gentlemen:

 On behalf of Homology
Medicines, Inc., a Delaware corporation (the “Company”), we are providing this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated January 19, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-4, as filed on
December 18, 2023 (the “Registration Statement”).

 In connection with this letter responding to the Comment
Letter, the Company is concurrently filing Amendment No. 1 to the Company’s Registration Statement on Form S-4 (“Amendment No. 1”), which
reflects certain revisions to the Registration Statement in response to the Comment Letter, as well as certain other changes.

 For ease of
review, we have set forth below each of the numbered comments of the Comment Letter in bold type, followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in
Amendment No. 1 and all references to page numbers in such responses are to page numbers in Amendment No. 1.

 January 26, 2024

 Page
 2

 Registration Statement on Form S-4 filed December 18, 2023

 Cover Page

1.
 Please revise the Letter to Stockholders to prominently disclose, if true, whether the listing approval for
Q32’s securities on NASDAQ is a closing condition of the merger.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on the cover page of Amendment No. 1.

2.
 Please revise the Letter to Stockholders to disclose the valuations assigned to Homology and Q32 for
purposes of this merger.

 Response: In response to the Staff’s comment, the Company has revised
the disclosure on the cover page of Amendment No. 1.

 Questions and Answers, page 2

3.
 Please revise this section, where appropriate, as well as the Prospectus Summary, to disclose
Homology’s net cash as of the most recent practicable date and briefly describe the factors that could affect Homology’s net cash between this date and the closing date of the merger

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 15 of Amendment No. 1.

 What is the Merger?, page 2

4.
 Please revise to disclose and, if necessary, explain the Exchange Ratio.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 2 of Amendment No. 1.

What are the CVRs being issued to Homology stockholders?, page 5

5.
 With reference to Exhibit 10.5, please revise this Q&A or add a new one to explain that Q32 must use
commercially reasonable efforts to sell the legacy assets and discuss the level of efforts and resources required.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 24 and 219 of Amendment
No. 1.

 Prospectus Summary, page 13

6.
 Please shorten the ADX-097 pipeline arrow given that the Phase 1
appears to be on-going.

 January 26, 2024

 Page
 3

 Response: The Company respectfully advises the Staff that the Phase 1 clinical
trial of ADX-097 has been completed. In response to the Staff’s comment, the Company has revised the disclosure on pages 14, 112 and 311 of Amendment No. 1 to clarify that such trial has been
completed.

7.
 Please revise to remove the final candidate from the table. In this regard, we note that both the discovery
phase program and the indication are unidentified.

 Response: In response to the Staff’s comment,
the Company has revised the pipeline table on pages 15 and 312 of Amendment No. 1.

8.
 Please revise your pipeline table to include the information for footnote 2 or advise.

 Response: In response to the Staff’s comment, the Company has revised the pipeline table on pages
15 and 312 of Amendment No. 1.

 Opinion of Homology’s Financial Advisor, page 17

9.
 Please revise to explain why Homology’s Board sought a fairness opinion concerning the
$195 million Q32 Equity Value as opposed to one that addressed the fairness of the Merger exchange ratio. Revise to clarify, if true, that the advisor did not assess whether the $80 million Homology Equity Value of Homology was fair from a
financial point of view to the Homology stockholders. Discuss how Homology’s Board assessed this valuation in rending its recommendation to shareholders.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 18, 163 and 169 of Amendment
No. 1.

 Following the Merger, the combined company may be unable to integrate successfully…, page 36

10.
 Please reconcile this risk factor disclosure with your disclosure on page 2 and elsewhere indicating that
the business of Q32 will continue as the business of the combined company.

 Response: In response to
the Staff’s comment, the Company has deleted the risk factor disclosure on page 37 of Amendment No. 1.

 Homology is currently subject to
securities class action litigation…, page 77

11.
 Please revise to address whether future damages in excess of insurance coverage will be borne by the
combined company and its shareholders. In this regard, clarify whether damage awards could impact CVR payments.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 79 of Amendment No. 1. The
Company notes for the Staff that damages awards

 January 26, 2024

 Page
 4

will not impact CVR payments under the CVR Agreement. A separate risk factor explains that the CVRs will be unsecured obligations of the combined company and all payments under the CVRs, all
other obligations under the CVR Agreement and the CVRs and any rights or claims relating thereto may be subordinated in right of payment to the prior payment in full of all current or future senior obligations of the combined company.

Background of the Merger, page 153

12.
 Please revise your disclosure on page 154 to explain the basis on which Homology narrowed the field down to
the 6 initial bidders. Also describe what factors the Homology board took into consideration in selecting Q32 as the lead potential counterparty.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 157 of Amendment No. 1.
The Company respectfully advises the Staff that as disclosed on page 159 of Amendment No. 1, the Homology Board selected Q32 as the lead potential counterparty and Bidder F as the primary backup counterparty, based on, among other things, the
relative valuations of Homology and the respective counterparties as well as the underlying business cases proposed by such counterparties.

13.
 Please revise to discuss the negotiations and revisions relating to the CVRs, including those pertaining to
the definition of commercially reasonable efforts. It should be clear how the terms evolved over time and the positions of the two parties.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 161 and 162 of Amendment
No. 1.

14.
 Please revise the October 16 entry to identify the items included in the supplemental request.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 161
of Amendment No. 1.

15.
 With reference to the October 12 and November 9 entries, please revise to explain the material
changes to the Q32 financial models during the course of the negotiations. Please revise to discuss what consideration the Homology Board gave to negotiating the $195 million Q32 Equity Value downward in light of Q32’s inability to
identify sufficient demand to pursue a $75 million PIPE financing led by its current investors.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 162 of Amendment No. 1.

 Financial Analyses, page 169

16.
 Please revise your disclosure regarding TD Cowen’s DCF analysis to disclose why cash flows for a 26-year period were used instead of a shorter period.

 Response: The
Company respectfully advises the Staff that as disclosed on page 172 of Amendment No. 1, cash flows for a 26-year period were used instead of a shorter period in order to capture Q32’s cash flows
through profitability and loss of regulatory and patent exclusivity based on the Q32 forecasts.

 January 26, 2024

 Page
 5

 Certain Unaudited Financial Projections for Q32, page 171

17.
 Please revise page 173 to also present the unadjusted projections that Q32’s management provided to
Homology.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 175 and 176 of Amendment No. 1.

 Material U.S. Federal Income Tax Consequences of the Merger, page 220

18.
 Please revise to add a section that discusses the material tax consequences of the Merger to the Homology
stockholders, or advise. With reference to Staff Legal Bulletin No. 19, please provide a tax opinion of counsel, as applicable.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 8 and 228 of Amendment
No. 1. With respect to the reorganization opinion, the Company has revised the disclosure on page 457 of Amendment No.1 in response to the Staff’s comment. In addition, the Company advises the Staff that counsel to Q32 will deliver an
opinion with respect to the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code, and such opinion will be filed by amendment to the Registration Statement.

Matters Being Submitted to a Vote of Homology Stockholders, page 233

19.
 We note your disclosure in Proposal No. 3 stating that you are proposing an amendment to the Restated
Certificate of Incorporation to give the Homology’s board of directors discretionary authority to effect a Reverse Stock Split of Homology’s issued and outstanding common stock. Please revise to disclose the range of this reverse
stock split. Further, to the extent that any such reverse stock split is expected to occur prior to the effectiveness of your registration statement, all share data will require retroactive adjustment pursuant to SAB Topic 4.C.

 Response: The Company has revised the disclosure on the cover page and on pages 39, 229, 238, 239 and
242 of Amendment No. 1 to disclose the range of the reverse stock split. The Company advises the Staff that the reverse stock split is expected to occur subsequent to the effectiveness of the Registration Statement and therefore the Company has
not retroactively adjusted the per share data.

 Q32’s Business, page 305

20.
 Please revise your disclosure to provide a narrative description explaining the results in the graphs on
page 311 so it is clear how the results support the claims in this section.

 January 26, 2024

 Page
 6

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 317 of Amendment No. 1.

 Future Funding Requirements, page 378

21.
 With reference to the pro forma balance sheet on page 401, please revise to discuss the combined
company’s plans for the funds it will hold post-merger, including the approximate amount intended for each purpose.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 375 and 376 of Amendment No. 1.

 Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information

1. Description of the Transaction, page 404

22.
 We note your disclosure that the number and value of the shares of Homology common stock and options to
purchase Homology common stock to be held by Homology stockholders to be outstanding following the Merger and the fair value of the CVRs will not be determined until the completion of the Merger and therefore, the final aggregate value of the
consideration paid in the Merger may be more or less than $45.3 million. We further note that the ownership percentages are subject to adjustment to the extent that Homology’s net cash of the closing is less than $59.5 million or
greater than $60.5 million. Please tell us your consideration of including a sensitivity analysis of the merger consideration.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 412 of Amendment No. 1.

 Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information

4. Pro Forma Adjustments, page 407

23.
 We note your disclosure in Note H stating, “The estimated fair value of the CVR is $14.3 million,
which is the fair value of the estimated cash dividend expected to be paid.” Please expand your disclosure to explain how this amount was determined.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 414 and 416 of Amendment
No. 1.

 January 26, 2024

 Page
 7

 General

24.
 With reference to your disclosures concerning the current status of Homology Medicines, Inc.’s
operations, the plans for those operations, and the pro forma accounting treatment for Homology Medicines’ assets and liabilities on page 404, please provide us an analysis concerning whether Homology Medicines is a shell company as defined in
Rule 12b-2 of the Exchange Act or whether it could become one prior to Closing. For guidance, see Use of Form S-8, Form 8-K, and
Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose Acquisition Companies, Shell Companies, and Projections,
Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text.

Response: The Company respectfully advises the Staff that as of September 30, 2023, Homology did not meet the
Commission’s definition of a shell company because it had significant pre-combination assets and/or activities, including multiple clinical and pre-clinical
development programs, a robust intellectual property portfolio and a research and development team, prior to its decision to seek strategic alternatives.

Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a “shell company” as a
registrant that has:

(1)
 No or nominal operations; and

(2)
 Either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or
(iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

 Homology is a
clinical-stage genetic medicines company historically focused on transforming the lives of patients suffering from rare genetic diseases with significant unmet medical needs by addressing the underlying cause of the disease. Homology has a
proprietary platform designed to utilize its AAVHSCs to precisely and efficiently deliver single administration genetic medicines in vivo through a nuclease-free gene editing modality, gene therapy, or gene therapy to express antibodies
platform, which is designed to produce antibodies throughout the body. Until July 2023, Homology had multiple clinical and pre-clinical development programs that it was pursuing internally.

As described in the Registration Statement, in July 2023, following a review of its business, Homology’s board of direct