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CORRESP

 CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83

The entity requesting confidential treatment is:

 Beam
Therapeutics Inc.

 238 Main Street

 Cambridge,
MA 02142

 Attn: Terry-Ann Burrell, Chief Financial Officer and Treasurer

857-327-8775

September 20, 2023

 By EDGAR Submission

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Mary Mast and
Ms. Angela Connell

 Re: Beam Therapeutics Inc.

Form 10-K for the Year Ended December 31, 2022

Filed February 28, 2023

 File No. 001-39208

 Dear Ms. Mast and Ms. Connell:

Beam Therapeutics Inc. (“Beam”) provides this letter in response to the comments received from the staff (the “Staff”) of the Securities
and Exchange Commission (“Commission”) in a letter to Beam dated August 22, 2023 (the “Comment Letter”) pertaining to the Form 10-K for the year ended December 31, 2022
filed by Beam on February 28, 2023 (the “Form 10-K”). For ease of reference in this response letter, each of the Staff’s comments contained in the Comment Letter is reproduced in bold
or italicized font, and the corresponding response of Beam is shown below the comment.

 Form 10-K for the Year
Ended December 31, 2022

 Notes to Consolidated Financial Statements

8. Equity method investment

 Orbital, page F-26

1.
 Please address the following as it relates to your equity method investment in Orbital Therapeutics and your
response to our prior comment:

•

 You state that the activities that most significantly impact Orbital’s economic performance are directed
by the Orbital board and that power is not shared because the activities that most significantly affect Orbital’s economic performance do not require the consent of all of the parties, but rather a simple majority. Given the board consists of
six members, explain how key decisions are made when a simple majority vote is not achieved (i.e., 3-3 tie).

•

 You state that Orbital’s board was initially comprised of six directors and that you control no more than
two of these seats. Explain how the remaining seats on the Orbital board are determined and identify the parties that have the power to nominate such directors.

•

 You indicate that, in addition to your President who is serving as interim CEO of Orbital, you have the power
to nominate one director for approval by the preferred shareholders. Explain the process by which director nominations are approved by preferred shareholders, including the minimum votes needed for approval and how votes are allocated amongst
preferred shareholders.

•

 Provide us with both the initial and current composition of Orbital’s ownership structure, including both
preferred and common shareholders and any other variable interests. In this regard, we note that Orbital was initially funded by ARCH Venture Partners, a16z Bio+Health and Newpath Partners.

•

 For each preferred stockholder, provide us the percentage ownership of Orbital, particularly noting if any one
stockholder or group of related party stockholders own a significant percentage of the total preferred stock. If any of the preferred stockholders of Orbital are related parties to you or other preferred stockholders, provide an analysis under ASC 810-10-25-42 through 25-44B.

•

 You state on page 77 of the 10-K that in addition to your CEO and
President being members of the board of directors of Orbital, two of your directors affiliated with ARCH Venture Partners are members of the board of directors of Orbital. Tell us how you considered these directors in your determination of whether
or not you are the primary beneficiary and whether or not these directors are considered de facto agents pursuant to ASC
810-10-25-43.

•

 Provide us with copies of the following documents to facilitate our analysis:

•

 License and Research Collaboration Agreement entered into with Orbital in September 2022

•

 Stock Purchase Agreement for purchase of 75.0 million shares of Orbital common stock with a
fair value of $25.5 million

•

 Key governance documents for Orbital (e.g., articles of incorporation, bylaws, investor rights agreement and
voting agreement) to the extent they contain information relevant to an analysis under ASC 810.

 Company Response:

Beam respectfully acknowledges the Staff’s comment and has included each of the Staff’s requests in bold italics below, followed by Beam’s
response to the Staff. As explained in greater detail below, Beam has concluded that it does not have a controlling financial interest in Orbital Therapeutics, Inc. (“Orbital”) and therefore should not consolidate Orbital in Beam’s
financial statements at the date of the investment or any time thereafter. In short, Beam does not have the power to direct the activities of Orbital, either through equity ownership, positions on the Orbital board of directors or otherwise. The
decisions that most significantly impact the economic performance of Orbital are made by the Orbital board of directors. For accounting purposes, Beam controls the two Orbital board seats held by Beam officers. But Beam controls only two of the six
seats of the Orbital board of directors and does not control any other party on the Orbital board of directors. All decisions that most significantly affect Orbital’s economic performance are made by the Orbital board of directors by a simple
majority vote and there are no other means for Beam to control the Orbital board of directors. Accordingly, Beam does not have the power to direct the activities of Orbital.

Rule 83 Confidential Treatment Request by Beam Therapeutics Inc. Request #1

Beam also considered the potential implications of related parties in the accounting analysis. The related parties as defined under ASC 810 (which includes de
facto agents) are affiliated with Arch Venture Partners (“Arch”), a third-party investor in Orbital. Two of Orbital’s directors are designated by Arch, one of whom is a Beam director. A third Orbital director was designated by [**],
who is both a member of Beam’s board of directors and a venture partner with Arch. Beam controls neither Arch nor any of these other Orbital directors. Arch does not control Beam and they are not under common control. The final Orbital director
is not related to Beam or Arch. Accordingly, Beam’s relationships do not permit Beam to control significant decisions of Orbital.

Beam Therapeutics Inc. respectfully requests that the information contained in Request #1 be treated as confidential information and that
the Commission provide timely notice to Terry-Ann Burrell, Chief Financial Officer and Treasurer, Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, phone 857-327-8775, before it permits any disclosure of the bracketed information contained in Request #1.

 Having concluded that Beam lacks the power to direct the activities of Orbital that most significantly affect
Orbital’s economic performance (the “power criterion”), Beam also analyzed the extent to which it should apply the so-called related party “tiebreaker test” of ASC 810-10-25-44, which where applicable may identify the primary beneficiary of a variable interest entity from among a group of related
parties. Under ASC 810, Beam would not apply the related party “tiebreaker test” unless (i) there is a single decision maker that has met the power criterion but lacks the obligation to absorb losses from or the right to receive
benefits of Orbital that could potentially be significant to Orbital (the “economics criterion”), and the aggregation of entities under common control with the single decision maker have met the economics criterion or (ii) they share
the power with respect to Orbital. Neither of these required conditions is satisfied. First, no single decision maker met the power criterion because no entity appoints a majority of the directors to the Orbital board of directors. The Orbital board
controls the Orbital business activities and the voting rights and Orbital board seats held by each party represent less than the simple majority required for board action. Second, for the purposes of ASC 810, power is not shared among the Beam
related parties because unanimous consent of all the parties is not required to make significant decisions.

 For these reasons, Beam has concluded that it
is not the primary beneficiary with respect to Orbital and should not consolidate Orbital. Beam’s response to the Staff’s detailed questions is below.

You state that the activities that most significantly impact Orbital’s economic performance are directed by the Orbital board and that power is not
shared because the activities that most significantly affect Orbital’s economic performance do not require the consent of all of the parties, but rather a simple majority. Given the board consists of six members, explain how key decisions are
made when a simple majority vote is not achieved (i.e., 3-3 tie).

 Orbital is a company incorporated under
the laws of Delaware. Under Delaware law, Orbital’s certificate of incorporation, and Orbital’s bylaws, there are no decisions that require unanimous written consent and none that require greater than majority consent from board members at
a meeting. Only a majority vote is required for the matters that significantly impact the economic performance of Orbital. In addition, Orbital has not delegated any key decision-making authority to management or to committees of its board of
directors, nor has Orbital adopted any provisions in its certificate of incorporation or bylaws to alter the default decision making procedures under Delaware law. Therefore, all key decisions of Orbital that most significantly affect Orbital’s
economic performance are made either by a majority vote of its board at a meeting or, if the board of Orbital so determines, by unanimous written consent of the Orbital board in lieu of a meeting. No affirmative action on any key matters can be
validly taken by Orbital when a majority vote (or unanimous written consent) is not achieved, including in instances of a 3-3 tie. No action will be approved where there is a
3-3 tie, and because Beam controls no more than two seats, Beam does not have the power to break a tie, much less control the outcome in the first instance.

 You state that Orbital’s board was initially comprised of six directors and that you control no
more than two of these seats. Explain how the remaining seats on the Orbital board are determined and identify the parties that have the power to nominate such directors.

In accordance with Orbital’s certificate of incorporation, as well as the Amended and Restated Voting Agreement to which Orbital, Beam and substantially
all Orbital stockholders are a party (the “Voting Agreement”), Orbital’s board was initially comprised of six directors. The two board seats that are considered to be controlled by Beam for purposes of the accounting analysis are
designated and elected as follows:

•

 One director (the “Orbital CEO Designee”) is designated by virtue of serving as Orbital’s Chief
Executive Officer and is elected by the majority of the Orbital common stockholders. On September 2, 2022, (the date of Beam’s investment in Orbital), and also on December 31, 2022, the position of Orbital’s Chief Executive
Officer was held on an interim basis by Beam’s President. Accordingly, for accounting purposes, the Orbital CEO Designee board seat has been considered to be controlled by Beam for as long as such board seat is held by a member of Beam’s
executive team and Beam holds a majority of the Orbital common stock.

•

 One director (the “Beam Designee”) is designated by Beam and is elected by the majority of the Orbital
preferred stockholders (please refer to Beam’s response to the Staff below for a summary of the significant preferred stockholders). On September 2, 2022, and also on December 31, 2022, the Beam Director Designee was Beam’s Chief
Executive Officer. Accordingly, for accounting purposes, the Beam Designee board seat is considered to be controlled by Beam.

The remaining four board seats that are not considered to be controlled by Beam are designated and elected as follows:

Rule 83 Confidential Treatment Request by Beam Therapeutics Inc. Request #2

•

 Two directors (the “Arch Designees”) are designated by Arch, the lead investor in Orbital’s
September 2022 preferred stock financing (the “Series Seed round”), and are elected pursuant to the Voting Agreement by the majority of the Orbital preferred stockholders.

•

 One director (the “a16z Designee”) is designated by a16z Bio+Health (“a16z”), another
participant in the Series Seed round, and is elected pursuant to the Voting Agreement by the majority of the Orbital preferred stockholders.

•

 One director (the “Orbital Board Preferred Designee”) is designated by [**] and is elected pursuant to
the Voting Agreement by the majority of the Orbital preferred stockholders.

 Beam Therapeutics Inc. respectfully
requests that the information contained in Request #2 be treated as confidential information and that the Commission provide timely notice to Terry-Ann Burrell, Chief Financial Officer and Treasurer, Beam
Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, phone 857-327-8775, before it permits any disclosure of the bracketed information contained in Request #2.

 Each Orbital stockholder party to the Voting Agreement is contractually obligated, at any meeting of Orbital stockholders at which an election of
directors is held, or pursuant to any written consent of Orbital stockholders, to vote all shares owned by such stockholder or over which such stockholder has voting control in favor of individuals designated above.

For accounting purposes under ASC
810-10-25-43(c), related parties include de facto agents of a reporting entity (e.g., Beam) and includes “[a]n officer,
employee, or member of the governing board of the reporting entity.” As such, the Orbital CEO Designee, the Beam Designee, the Arch Designees, and the Orbital Board Preferred Designee are considered related parties pursuant to ASC 810-10-25-43(c) of Beam in the accounting analysis. The a16z Designee is not a related party.

You indicate that, in addition to your President who is serving as interim CEO of Orbital, you have the power to nominate one director for approval by
the preferred shareholders. Explain the process by which director nominations are approved by preferred shareholders, including the minimum votes needed for approval and how votes are allocated amongst preferred shareholders.

Under Orbital’s certificate of incorporation, on September 2, 2022 (the date of Beam’s investment in Orbital) and also on December 31,
2022, the holders of record of preferred stock, voting exclusively and as a separate class, are entitled to elect five directors of Orbital (each a “Preferred Director”); and the holders of record of the shares of common stock (excluding
shares of common stock issued or issuable upon conversion of shares of preferred stock), voting exclusively and as a separate class, are entitled to elect one director of Orbital (the “Common Director”). Orbital’s certificate of
incorporation does not provide for cumulative voting, and each director of Orbital is elected by the majority vote of the class or classes of stockholders entitled to vote for such director. As a result, the affirmative vote of a majority of the
holders of Preferred Stock is necessary for the election of each of the five Preferred Directors, and the affirmative vote of a majority of the holders of common stock is necessary for the election of the Orbital CEO Designee as the Common Director.

 Under the Voting Agreement, each Orbital stockholder is contractually obligated, at any meeting of Orbital
stockholders at which an election of directors is held, or pursuant to any written consent of Orbital stockholders, to vote all shares owned by such stockh