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United States securities and exchange commission logo
March 12, 2024
Erik Ostrowski
Interim Chief Executive Officer
AVROBIO, Inc.
100 Technology Square
Sixth Floor
Cambridge, MA 02139
Re:AVROBIO, Inc.
Registration Statement on Form S-4
Filed February 14, 2024
File No. 333-277048
Dear Erik Ostrowski:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-4 Filed February 14, 2024
Cover Page
1.It appears that the shares to be sold in the Tectonic pre-closing private financings are
included in the shares to be registered in this registration statement. The investors in the
Tectonic pre-closing financing made their investment decision in a private offering and,
therefore, the sale must close privately. Please remove the Tectonic pre-closing financing
shares from the registration statement.

What are the private financings?, page 2
2.Please revise this Q&A, the summary risks and risk factors, and elsewhere as appropriate
to highlight that the closing of the merger is not conditioned upon the closing of the
Tectonic private financings in the anticipated aggregate amount of $130.7 million.  We
note your disclosure to this effect on page 27. Discuss risks and uncertainties if

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stockholders are asked to make voting decisions without knowing whether the private
financings will close in timely manner, or at all.  Discuss the combined company’s
liquidity position and related risks in the event that the merger closes without the private
financings in place.
Why are the two companies proposing to merge?, page 2
3.Please revise your disclosure to clarify the combined company's plans with respect to
AVROBIO's legacy business. In this regard, we note your disclosure on page 13 and
elsewhere throughout that on July 12, 2023, AVROBIO halted development of its clinical
and research programs to explore strategic alternatives which may include, but are not
limited to, a divestiture of its legacy business.
What are contingent value rights (CVRs)?, page 5
4.We note that you disclose here and elsewhere that AVROBIO stockholders of record "as
of immediately prior to the effective time" will receive one non-transferable CVR for each
outstanding share of AVROBIO common stock held by such stockholder on such
date. However, disclosure following the first bullet on page 190 states that a record date
will be agreed to by AVROBIO and Tectonic prior to the effective time, and disclosure on
page 237 states that the record date for the CVR distribution will be the "close of business
on the business day immediately prior to the day on which the effective time
occurs." Please revise throughout to reconcile your disclosures and clarify the record date
for the issuance of CVRs to AVROBIO stockholders.
Will the common stock of the combined company trade on an exchange?, page 7
5.You disclose that AVROBIO intends to file an initial listing application for the combined
company’s common stock with Nasdaq and that it is expected that such common stock
will trade on the exchange. We also note Section 6.10 of the Merger Agreement provides
that the approval of the listing of the additional shares of AVROBIO's common stock on
Nasdaq shall have been conditionally approved prior to the Effective Time.
•Please revise the Letter to Stockholders, Q&A, and elsewhere throughout as
appropriate to clarify that the closing of the merger is conditioned upon Nasdaq’s
approval of the listing application.
•Disclose whether this condition is waivable and if so, by which party or parties.
•Indicate whether or not Nasdaq’s determination will be known at the time that
stockholders are asked to vote to approve the merger.
•Please also include a cross-reference to risk factor disclosure stating that the potential
reverse stock split may not result in an increase in the combined company’s stock
price necessary to satisfy Nasdaq’s initial or continued listing requirements for the
combined company.
What are the material U.S. federal income tax consequences of the merger to U.S. Holders of
Tectonic common stock?, page 11

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 Comapany NameAVROBIO, Inc.
 March 12, 2024 Page 3
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AVROBIO, Inc.
March 12, 2024
Page 3
6.We note your representation here and beginning on page 219 that the parties “intend” the
merger to qualify as a reorganization within the meaning of Section 368(a) of the U.S.
Internal Revenue Code of 1986, as amended (the “Code”). Please revise your disclosure
here and throughout, including the sections addressing the tax consequences of the
CVRs, to provide counsel’s firm opinion for each material tax consequence, including
whether the merger will qualify as a reorganization, or to explain why such opinion cannot
be given. If the opinion is subject to uncertainty, please: (1) provide an opinion that
reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explains
the facts or circumstances giving rise to the uncertainty; and (2) provide disclosure of the
possible alternative tax consequences including risk factor and/or other appropriate
disclosure setting forth the risks of uncertain tax treatment to investors. Also, please file
the tax opinion as an exhibit to the registration statement. Please refer to Item 601(b)(8) of
Regulation S-K and Section III.A. of Staff Legal Bulletin 19, Legality and Tax Opinions
in Registered Offerings.
Prospectus Summary
The Companies
AVROBIO, page 13
7.With reference to your disclosure on pages 13 and 17, please revise the Summary and the
Q&A to highlight, if true, that if the merger is completed, the combined company will
focus on developing Tectonic's product candidates, and it is anticipated that the combined
company will not continue to develop AVROBIO's legacy product candidates. Also,
revise the Q&A on page 5 to provide context for the discussion of the CVRs.
Tectonic, page 14
8.Please revise the Summary and Tectonic's Business section to provide context and balance
to the discussion of Tectonic's proprietary technology platform, GEODe. To the extent
you highlight the capabilities of the platform and Tectonic's belief that it can "overcome
the existing challenges of GPCR-targeted drug discovery" when engineering product
candidates, please also explain that Tectonic has limited experience in
therapeutic discovery and development and that the platform may never result in the
regulatory approval of a product candidate.
Interests of AVROBIO's Directors and Executive Officers in the Merger, page 20
9.Here and in the parallel sections of the registration statement regarding the interests of
Tectonic's directors and executive officers in the merger, please revise to quantify the
value of the interests of such parties. For example only, please disclose on an aggregate
basis:
•the value of options to purchase AVROBIO common stock that will be subject to
accelerated vesting, and the value of RSUs that will be subject to accelerated vesting
and settlement into shares of AVROBIO common stock, including any necessary

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assumptions; and
•the amount of additional cash payments or "golden parachute" compensation to be
received in connection with the merger due to change in control agreements,
employment contract terminations, consulting fees, etc.
10.Here and elsewhere as appropriate, please revise to explain whether any material
payments to AVROBIO's executives, such as "golden parachute" compensation that is
based on or otherwise relates to the merger, will be excluded from the calculation of "net
cash" at the determination time, and if so, disclose the types and aggregate amounts of
such payments and explain the impact to other AVROBIO stockholders. In this regard, we
note your disclosure regarding the calculation of AVROBIO's net cash beginning on page
216 and your disclosures throughout that under certain circumstances the ownership
percentages in the combined company may be adjusted up or down depending on the
amount of AVROBIO’s net cash as of closing.
Risk Factors
Risks Related to the Proposed Reverse Stock Split, page 38
11.We note your disclosure that the principal purpose of the reverse stock split is to increase
AVROBIO's common stock price so that the combined company is able to meet initial
Nasdaq listing requirements and the shares of AVROBIO common stock being issued in
the merger will be approved for listing. In your risk factors and elsewhere as appropriate:
•Please disclose the minimum size of the reverse split that will be necessary for listing.
•Please indicate the criteria, if any, for the ratio to be used for the reverse stock split.
For example, indicate whether you intend to use the minimum ratio or a larger ratio
in an attempt for a higher price per share subsequent to the reverse stock split.
•Explain the effects on the proposed transaction and/or the combined company of a
failure to comply with the initial listing requirements of Nasdaq. If the Nasdaq listing
approval of the combined company is a condition that can be waived, please include a
discussion of the potential consequences to investors, including the ability of
investors to buy and sell shares of common stock, if the Nasdaq does not approve the
listing application of the combined company, but the election is made to waive the
closing condition and proceed with the merger.
•You state on page 39 that there can be no assurance that the stock price of the
combined company will meet the listing requirements for any meaningful period of
time. Please enhance your disclosure to explain the effects on the combined company
and its shareholders of a failure to comply with the continued listing requirements of
Nasdaq, including the potential delisting of its common stock and its impact.  Please
similarly revise your summary risk factor on page 30 to explain the effect on
combined company if the reverse stock split does not increase the combined
company’s stock price over both the short- or long-term so as to qualify for Nasdaq
listing.
Risk Factors

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 Comapany NameAVROBIO, Inc.
 March 12, 2024 Page 5
 FirstName LastNameErik Ostrowski
AVROBIO, Inc.
March 12, 2024
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Risks Related to AVROBIO, page 43
12.You state in the risk factor on page 89 that: "In particular, AVROBIO had in-
licensed certain intellectual property rights and know-how from the University Health
Network (“UHN”) (relevant to AVR-RD-01 and AVROBIO’s Fabry program, which
AVROBIO deprioritized in January 2022) and affiliates of Lund University (relevant
to AVR-RD-02 and AVROBIO’s Gaucher type 1 and type 3 programs), which license
agreement was terminated as of January 4, 2024." Please revise herein as applicable to
more clearly disclose, if true, that the termination of the license agreement was only with
UHN, as we note the development of AVROBIO's Gaucher disease program with Lund
University appears to remain in effect, as indicated on page 321 and elsewhere.
AVROBIO's HSC lentiviral-based gene therapy product candidates are based on a novel
technology..., page 53
13.Please revise to remove or revise conclusory statements regarding AVROBIO product
candidates' performance. In this regard, we note your reference to "favorable preliminary
results observed to date."
Risks Related to Tectonic, page 102
14.In the risk factor on page 105, you disclose that Tectonic concluded that its recurring
losses from operations and need for additional financing to fund future operations raise
substantial doubt about its ability to continue as a going concern in its financial statements
for the year ended December 31, 2022 and the nine months ended September 30, 2023 and
that "Similarly, Tectonic’s independent registered public accounting firm included an
explanatory paragraph in its report on Tectonic’s financial statements for the year ended
December 31, 2022 and the nine months ended September 30, 2023 with respect to this
uncertainty." Please revise this sentence to remove the implication that a report was issued
by Tectonic's auditor for the nine months ended September 30, 2023.
The bylaws of the combined company will provide that..., page 160
15.Consistent with your risk factor disclosure on page 101, please revise to state that there is
uncertainty as to whether a court would enforce the Federal Forum provision in the
combined company's bylaws. In this regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
The Merger
Background of the Merger, page 171
16.You disclose that at the July 6, 2023 meeting, the AVROBIO Board and management
identified certain reverse merger candidate criteria ("Critera"), and that such Critera
"continued to be discussed, expanded and/or refined at subsequent meetings of the Board

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AVROBIO, Inc.
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and Transaction Committee."  Please revise your background disclosure to explain how
and why the Criteria evolved subsequent to the July 6, 2023 meeting, and identify who
proposed any expansion, refinement or revision of the Criteria and any material resulting
discussion in this regard.
17.With respect to the various starting pools of potential reverse merger transaction
candidates:
•Please revise page 174 to explain how advisor TD Cowen identified and selected the
initial 85 companies to which it began distributing process letters on July 18, 2023,
including with respect to the Criteria identified by the AVROBIO Board and
management at the July 6, 2023 meeting.
•Revise page 179 to explain how AVROBIO management and its advisors selected the
companies with which to engage or re-engage following the termination of
discussions with Party O, including with respect to the discussions of initial
impressions of quality and actionability across the Critera at the October 23, 2023
meeting.
18.Please revise page 178 to explain Party O's relative strengths in relation to the Criteria that
led the Transaction Committe to determine to proceed to a term sheet with Party O.
19.Please revise the November 10, 2023 and November 17, 2023 entries on pages 180
and 181, respectively, to:
•Summarize the Transaction Committee's discussions of their impressions of the
quality and actionability of Tectonic and Party R across the Criteria as reverse merger
counterparties.
•Additionally, please revise pages 180-182 to describe the "uncertainties" and
"continued" concerns about Party R’s ability to meet one or more of the Criteria as
compared to Tectonic that were discussed at various meetings.
•Further with respect to the November 17, 2023 entry, explain why the Transaction
Committee determined to continue to evaluate and negotiate terms with Company R
in light of the Committee's decision the same day to decline to advance other
companies' proposals to the term sheet phase due to weaknesses with respect to at
least one of the Criteria.
20.Please revise to explain the interactions between the representatives and advisors of
AVROBIO and Party R from and after the