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CORRESP Filing

Q32 Bio Inc.
Date: April 17, 2025 · CIK: 0001661998 · Accession: 0001193125-25-084295

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File numbers found in text: 333-286491

Date
April 17, 2025
Author
Lee Kalowski
Form
CORRESP
Company
Q32 Bio Inc.

Letter

Re: Q32 Bio Inc. Registration Statement on Form S-3 (File No. 333-286491) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Q32 Bio Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-286491) (the “ Registration Statement ”), be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern time, on April 21, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. We request that we be notified of such effectiveness by a telephone call to Sarah Ashfaq of Goodwin Procter LLP at (212) 459-7238 and that such effectiveness also be confirmed in writing.

Q32 Bio Inc. 830 Winter Street Waltham, Massachusetts 02451 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549

Very truly yours,
Q32 Bio Inc.

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CORRESP
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 CORRESP

 Q32 Bio Inc.
 830 Winter Street Waltham,
Massachusetts 02451 April 17, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division
of Corporation Finance Office of Life Sciences 100 F
Street, N.E. Washington, D.C. 20549

 Re:
 Q32 Bio Inc.
 Registration Statement on Form S-3 (File
 No. 333-286491) Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Q32 Bio Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-286491) (the “ Registration Statement ”), be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern time, on
April 21, 2025, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act. We request that we be notified of such effectiveness by
a telephone call to Sarah Ashfaq of Goodwin Procter LLP at (212) 459-7238 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Q32 Bio Inc.

 By:

 /s/ Lee Kalowski

 Name: Lee Kalowski

 Title:   Chief Financial Officer and President

 cc:
 Sarah Ashfaq, Goodwin Procter LLP