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CORRESP
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CORRESP

 August 11, 2025

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549

Attn: Christina Chalk

Re:
 BioNTech SE

Draft Registration Statement on Form F-4

Submitted June 30, 2025

CIK No. 0001776985

 Ladies and
Gentlemen:

 On behalf of our client, BioNTech SE, a European stock corporation organized under the laws of Germany and the European Union
(the “Company”), we are submitting this letter in response to a letter, dated July 23, 2025, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with
respect to the Company’s Draft Registration Statement on Form F-4 confidentially submitted to the Commission on June 30, 2025 (the “Draft Registration Statement”). The Company is
concurrently publicly filing the Registration Statement on Form F-4 (the “Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

 The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s
convenience, we have incorporated the text of the Staff’s comments into this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Registration Statement, and page
references otherwise correspond to the page numbers in the Draft Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Registration Statement.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

  Page
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 The responses provided herein are based upon information provided to Covington &
Burling LLP by the Company. In addition to submitting this letter via EDGAR, we are sending this letter and the Registration Statement (marked to show changes from the Draft Registration Statement) via email.

Draft Registration Statement on Form F-4

Cover Page

1.
 We note the following statement on the cover page of the prospectus: “The offer to purchase all of the
CureVac shares in exchange for BioNTech ADSs contemplated by this offer to exchange/prospectus is not made in the United Kingdom, except to persons who are qualified investors as defined in the Prospectus Regulation (as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended).” Please advise in your response letter how this statement is consistent with the all-holders provisions of Rule 14d-10(a)(1) or delete this language.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure and relocated it to page 63 of the Registration Statement.

The Company further advises the Staff that, although offers into the United Kingdom are limited as set out in the identified disclosure,
the ability of United Kingdom persons to participate in the exchange offer is not limited, consistent with the all-holders provisions of Rule 14d-10(a)(1). This is
consistent with the approach contemplated by the Commission’s 2008 cross-border rules. See Cross-Border Tender Offer, Exchange Offer, Rights Offerings, and Business Combination Rules, 73 Fed. Reg. 60050, 60075 (Oct. 9, 2008)
(“Although foreign target holders may not be excluded from U.S. tender offers under [the all-holders] provisions, our rules do not require dissemination of offer materials outside the United
States.”); see also id. at n.333 (“[A] statement that a tender offer is not being made into a particular jurisdiction is permissible where it means that tender offer materials are not being distributed into that
jurisdiction.”).

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

  Page
 3

 What will CureVac shareholders receive in the offer? Will they have to pay any fees or
commissions?, page 4

2.
 Here or in a similarly prominent location at the forepart of the prospectus, please include a chart
illustrating how the exchange offer collars would operate. See the disclosure on page 25 and the chart on page 44 showing sample calculations of the offer consideration, based on various different price points for BioNTech ADSs. Indicate whether
there is a means by which CureVac shareholders may access the exchange ratio on a daily basis while the offer is pending.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 4 of the Registration Statement.

 How will untendered CureVac shares be affected after the offer?, page 5

3.
 Revise to clearly state that if the exchange offer is consummated, including at the reduced minimum tender
condition of 75%, any CureVac shares not tendered into the offer will be acquired by BioNTech. Rather than stating that any remaining CureVac shareholders “will be compensated as set out in the post-offer reorganization,” state the value
of the per share consideration they will receive, including whether it will be at the same exchange ratio as in the offer, and the same form of consideration (BioNTech ADSs) and when such
“squeeze-out” would occur, relative to the expiration of the exchange offer. Provide the same clarification in the section entitled “The Post-Offer Reorganization and the New Topco U.S. Tax
Election” on pages 16-17.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 5, 17 and 58-59 of the Registration Statement.

Can the offer be extended and, if so, under what circumstances?, page 8

4.
 Here and where appropriate in the prospectus, clarify whether and for how long the offer would be extended
if the minimum acceptance condition is reduced from 80% to 75%.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 9, 17 and 58 of the Registration Statement.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

  Page
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Acceptance for Exchange of CureVac Shares; Delivery of BioNTech ADSs; Capital Increases, page 18

5.
 Provide additional details about the “share capital increase”
BioNTech must implement after the expiration of the initial and subsequent offering periods. For example, explain what this process entails, why it is not being effectuated before the expiration of the initial or subsequent offering
periods, respectively, and whether any aspects of that share capital increase are outside the control of BioNTech.

Response: The Company respectfully acknowledges the Staff’s comment and provides the following additional information regarding the
share capital increases.

 The Company respectfully advises the Staff that the capital increase process is a standard requirement for any
issuance of new ordinary shares (or ADSs with ordinary shares underlying them) of any stock corporation organized under the laws of Germany. For example, a similar process was required in connection with the Company’s issuance of new BioNTech
ADSs as consideration for its acquisition of Neon Therapeutics, Inc. See pp. 227-228 of the Company’s registration statement on Form F-4, filed April 1,
2020. And the subscription agent in this offering has served in a similar capacity in the Company’s prior underwritten offerings. See, e.g., pp. 208, 233-234 of amendment no. 1 to the
Company’s registration statement on Form F-1, filed July 23, 2020; pp. 302-303 of amendment no. 3 to the Company’s registration statement on Form F-1, filed October 9, 2019.

 In this case, the Company currently has authorized capital sufficient
to issue the maximum possible number of ordinary shares needed to underly BioNTech ADSs assuming the tender of 100% of the outstanding CureVac shares in the offer. Accordingly, no vote of the Company shareholders is required.

However, in order to create and issue the ordinary shares needed to underly the BioNTech ADSs, the Company must undergo share capital increases
against contribution in kind (the contribution in kind being the CureVac shares) under German law.

 With respect to CureVac shares tendered
in the initial offer, the actual implementation of the share capital increase will be initiated promptly following the expiration of the offer. The Purchase Agreement requires that the Company initiates this first capital increase promptly following
the expiration

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

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of the initial offer, but in any event no later than the fifth business day thereafter. At that time, CureVac shareholders will have tendered CureVac shares (allowing the subscription agent to
contribute them to the Company and to receive BioNTech ordinary shares) and the exact number of CureVac shares tendered in the initial offer (and therefore, the exact number of BioNTech ordinary shares to be issued) will be known. The foregoing is
necessary to effectuate the first capital increase. The first capital increase therefore cannot be initiated prior to or be a condition of the expiration of the initial offer.

The implementation of the capital increase will require the following key steps:

•

 The CureVac shares will be transferred from the CureVac holders to the subscription agent. The Company and the
subscription agent will be party to a German-law Subscription Agent Agreement laying out the subscription agent’s rights and responsibilities.

•

 The subscription agent will execute a subscription certificate. The subscription certificate is the written
declaration of the subscription agent to subscribe to the new BioNTech ordinary shares.

•

 The subscription agent will cause the tendered CureVac shares to be transferred to the Company, constituting the
contribution in kind. This contribution will be governed by a German-law Contribution Agreement.

•

 The corresponding increase in BioNTech share capital (i.e., the creation of the new ordinary shares needed
to underly the BioNTech ADSs to be delivered to the former CureVac shareholders as consideration) must be registered with the Company’s commercial register. The Company’s commercial register is administered by the German local court of
Mainz as registry court.

•

 Upon receipt of the commercial register filing, the registry court will assess compliance with the formal
requirements of the capital increase, including board resolutions, filings, subscription, and receipt of consideration exceeding nominal value. If the registry court has no objections, it will proceed with the registration of the capital increase.
If the commercial register finds that the requirements for the capital increase have not been met, it may issue an interim order to the Company and request corrective action. The registry court will register the capital increase once any
deficiencies are cured.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

  Page
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•

 The newly created BioNTech ordinary shares will be issued to the subscription agent.

•

 The subscription agent will promptly cause the newly issued BioNTech ordinary shares to be onward delivered to
the depositary for the Company’s ADS program, to be held in custody in accordance with the existing Deposit Agreement by and between the Company and the depositary.

•

 The new BioNTech ADS position will be issued on the records of the Company’s transfer agent (who is also
acting as exchange agent), and onward delivered by the exchange agent to the CureVac shareholders.

 The above process
will be repeated promptly following the expiration of the subsequent offering period. The Purchase Agreement requires that the Company initiate the subsequent increase promptly following the expiration of the subsequent offering period, but in any
event no later than the fifth business day thereafter.

 The Company has revised the disclosure on pages
6-7, 20, 31 and 56-57 of the Registration Statement, consistent with the above.

6.
 See our last comment above. We understand that payment for tendered CureVac shares may be delayed for a
period of weeks after offer expiration. While you seek to rely on Rule 14d-1(d)(2)(iv), it appears that the sole trading market for CureVac’s shares is in the United States. Please explain in your
response letter what German or Dutch legal provisions apply to this offer, including what prompt payment requirements exist under applicable foreign law and how such foreign payment rules or practice are inconsistent with U.S. law (if at all). See
e.g., Compliance and Disclosure Interpretation 100.02 (October 17, 2018) under Cross-Border Exemptions.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff as follows.

German law governs the ability of the Company to issue new ordinary shares to underly the BioNTech ADSs to be delivered as consideration for
the exchange offer. Specifically, German law requires the capital increase process set out in detail in response to comment 5 above, including action by the registry court.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

August 11, 2025

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As described above, this process must be initiated after the expiration of the offer and must be concluded before consideration can be delivered to the CureVac shareholders. The Company has
committed in the Purchase Agreement, and commits to the Staff, to undertake this process expediently, and will not delay settlement of the offer any more than necessary to abide by the requirements of German law to complete the capital increase.

 As neither the Company nor CureVac are traded on a German or Dutch exchange, neither German nor Dutch takeover law applies to this
transaction, including with respect to prompt payment rules. However, the offer of BioNTech ADSs into each member state of the European Union is subject to Regulation (EU) 2017/1129, commonly referred to as the “Prospectus Regulation.” In
order to comply with the Prospectus Regulation, a prospectus pursuant thereto (the “EU Prospectus”) is being prepared in connection with the exchange offer and being reviewed by the German Federal Financial Supervisory Authority
(Bundesanstalt für. Finanzdienstleistungsaufsicht) (“BaFin”). The EU Prospectus contains substantial detail regarding the capital increase and settlement processes, consistent with the disclosure in the Registration Statement.
The offer will not be commenced until BaFin approves such prospectus.

 The Company respectfully submits that, as set out above, settlement
of the exchange offer is being contemplated “in accordance with the requirements of the home jurisdiction law or practice” as required pursuant to Rule 14d-1(d)(2)(iv). As noted in the Compliance and
Disclosure Interpretation identified by the Staff, the cross-border exemptions permit reliance on a competing foreign regulatory regime. And the Company submits that, although not a competing tender regime, BaFin’s review of the EU Prospectus,
including the settlement discussion therein, is entitled to consideration. Moreover, the Company suggests that a key purpose of the cross-border exemptions is to permit a reasonable path forward where conflicts with local law might make an otherwise
permissible offer unworkable. See, e.g., Cross-Border Tender Offer, Exchange Offer, Rights Offerings, and Business Combination Rules, 73 Fed. Reg. at 60500 (“The purpose of the exemptions is to address conflicts between U.S. and foreign
regulations . . . .”); id. at 60052 (discussing reasons for the exemptions, including that “cross-border business combination tran