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CORRESP
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CORRESP

 12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Boundless Bio, Inc.

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Boundless Bio, Inc. with respect to this
letter.

Madrid

 March 8, 2024

 VIA
EDGAR

 Daniel Crawford

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Re:
 Boundless Bio, Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File
No. 333-277696)

 Dear Mr. Crawford:

Rule 83 Confidential Treatment Requested by Boundless Bio, Inc.

This letter is furnished supplementally on behalf of Boundless Bio, Inc. (the “Company”) in response to comments from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated September 29, 2023, and in connection with the review by the Commission of the
above-mentioned Registration Statement on Form S-1 (the “Registration Statement”). To assist the Staff in its review, the Company advises the Staff that it presently estimates,
considering information currently available and current market conditions and based in part on information received by the lead underwriters, that the initial public offering price per share for the initial public offering
(“IPO”) pursuant to the Registration Statement will be between $[***] and $[***] (without giving effect to any reverse stock split that the Company will effect prior to the offering, the “Preliminary Price
Range”). For clarity, the Company advises the Staff that, given the volatility of the public trading markets and the uncertainty of the timing of the IPO, the Company and the lead underwriters have not yet finally agreed to a price
range for the IPO. The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement, after giving effect to an appropriate stock split, will include
a price range of no more than $2.00 or 20% of the high end of the range, unless otherwise approved by the Staff.

 U.S. Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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 Recent Stock Option Grants

The Company’s grants of stock options during the 12 months preceding the latest balance sheet date presented in the Registration
Statement, as well as those made since the latest balance sheet, are set forth below.

 Grant Date

Number of Shares
Underlying
Options Granted

Per Share
Exercise Price
of Options

Per Share Fair
Value of Shares
on Grant Date

 January 16, 2023

433,716

$
0.51
*

$
0.51
*

 February 15, 2023

26,300

$
0.51
*

$
0.51
*

 May 17, 2023

290,900

$
0.21

$
0.21

 June 13, 2023

19,606,000

$
0.21

$
0.21

 June 21, 2023

2,120,642

$
0.21

$
0.21

 July 15, 2023

839,536

$
0.21

$
0.21

 July 26, 2023

3,835,000

$
0.21

$
0.21

 October 2, 2023

1,080,000

$
0.23

$
0.23

 October 16, 2023

515,000

$
0.23

$
0.23

 November 15, 2023

190,000

$
0.23

$
0.23

 December 13, 2023

1,050,000

$
0.23

$
0.23

 February 5, 2024

2,715,790

$
0.42

$
0.42

 February 15, 2024

13,670,050

$
0.42

$
0.42

*
 Represents original exercise prices and per share values. These options were repriced on June 13, 2023
to modify the exercise prices to $0.21 per share.

 Common Stock Valuation Methodologies

The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the
American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the
Company’s Board of Directors (the “Board”) considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock
as further disclosed on pages 97 and 98 of the Registration Statement.

 Based on the Company’s early stage of development, the
difficulty in predicting the range of specific outcomes (and their likelihood) and other relevant factors, a hybrid method computing the probability-weighted value across two scenarios (the Current Value Method (“CVM”)
scenario and the Option Pricing Method (“OPM”) scenario or, as described below, a market-adjusted OPM scenario) was considered most appropriate for valuations through April 2023. In addition, as a result of the closings of
the Company’s Series C convertible preferred stock financing in April and May 2023 (“Series C Financing”) at a per share purchase price of $0.70, in the valuation completed in April 2023, the Company used the backsolve
method to determine equity value in the OPM scenario. The backsolve method is a market approach that derives an implied total equity value from the sale price of the Company’s equity

 U.S. Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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securities in a recent arm’s length transaction. For valuations performed beginning in September 2023, the Company used a hybrid method of the OPM scenario and an IPO scenario given the
development progress of the Company and better visibility into the potential for an IPO. For each IPO scenario used in the valuations, the Company estimated its equity value based on, among other things, the value of public companies deemed similar
to the Company at the time of their IPOs.

 In order for the Board to determine the estimated fair value of the Company’s common
stock, the Company obtained independent third-party valuations of its common stock as of March 31, 2022 (the “March 31, 2022 Valuation”), April 5, 2023 (the
“April 5, 2023 Valuation”), September 15, 2023 (the “September 15, 2023 Valuation”), December 1, 2023 (the
“December 1, 2023 Valuation”), and January 19, 2024 (the “January 19, 2024 Valuation”).

At each option grant date, the Board considered whether any events occurred that would trigger any material changes to the business or would
require adjustment to the estimated fair value of the Company’s common stock from the previous valuation date. The Company does not expect to make any additional grants prior to the completion of its IPO other than grants made concurrent with
the IPO at an exercise price equal to the final IPO price.

 Grant Date Fair Value Determinations

January and February 2023 Option Grants

The Board, with input from management, determined the fair value of the Company’s common stock to be $0.51 per share for options granted
on January 16, 2023 and February 15, 2023, after considering the March 31, 2022 Valuation. In reaching this determination, the Board determined that no material changes had occurred in the business since the report date of the
March 31, 2022 Valuation and that the March 31, 2022 Valuation was still appropriate.

 For the March 31, 2022 Valuation,
the Company utilized an OPM method to derive the implied equity value for the Company, whereby it applied a market adjustment to the prior April 30, 2021 valuation given the Company had not completed a recent equity financing. The Company
applied a 10% downward adjustment to the OPM allocable value from the prior valuation given declines in selected guideline public companies market capitalizations and biotechnology index during the period, which resulted in an allocable equity value
of approximately $[***] million. In addition, an option-based approach based on an average of the Finnerty and Asian put models was performed to estimate a 35% discount for lack of marketability (“DLOM”) for the common stock.
The Company estimated the expected timing of a potential liquidity event was 1.5 years, based on management’s best estimates and an analysis of market conditions. The concluded fair value was $0.51 per share.

Repricing

 On
June 13, 2023, in order to retain and properly incentivize the Company’s employees, the Board approved a repricing of stock options held by current employees with exercise prices in excess of $0.21 per share, whereby the exercise price per
share of each outstanding stock option with an exercise price higher than $0.21 per share was lowered to $0.21 per share (the fair market value per share on the date of the repricing as determined by the Board based on the April 5, 2023
Valuation discussed below). As disclosed in the Registration Statement, the repricing resulted in one-time stock-based compensation expense of approximately $263,000 related to vested options and incremental
stock option expense of approximately $377,000 related to unvested options, which will be amortized on a straight-line basis over the remaining vesting period of those options.

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FOIA CONFIDENTIAL TREATMENT REQUEST

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 May, June and July 2023 Option Grants

The Board, with input from management, determined the fair value of the Company’s common stock to be $0.21 per share as of May 17,
2023, June 13, 2023, June 21, 2023, July 15, 2023 and July 26, 2023, after considering the April 5, 2023 Valuation. In reaching this determination, the Board determined that no material changes had occurred in the business
since the report date of the April 5, 2023 Valuation and that the April 5, 2023 Valuation was still appropriate. Among the qualitative factors considered by the Board in determining the fair value of the Company’s common stock as part
of the April 5, 2023 Valuation was the closing of the Series C Financing in April 2023.

 The Company utilized a $[***] million and
$[***] million equity value and assigned a [***]% and [***]% probability weighting to the OPM and CVM scenarios, respectively, and used a DLOM of 45% in each scenario (based on the application of the Finnerty and Asian put option analyses). This
resulted in a present value per share of $[***] and $[***] and weighted adjusted present value per share of $[***] and $[***] in the OPM and CVM scenarios, respectively. The Company estimated the expected timing of a potential liquidity event was
1.8 years in the OPM scenario, based on management’s best estimates and an analysis of market conditions.

 October and November
2023 Option Grants

 The Board, with input from management, determined the fair value of the Company’s common stock to
be $0.23 per share as of October 2, 2023, October 16, 2023 and November 15, 2023, after considering the September 15, 2023 Valuation. In reaching this determination, the Board determined that no material changes had occurred in
the business since the report date of the September 15, 2023 Valuation and that the September 15, 2023 was still appropriate.

As discussed above, the Company included an IPO scenario beginning with the September 15, 2023 Valuation. Although management believed an
eventual IPO was possible, there remained significant uncertainty as of the valuation date based on the early stage of the Company’s POTENTIATE clinical trial and uncertain market conditions with respect to whether the IPO window would be open
in 2024 for companies without later-stage clinical data. Importantly, while the Company had filed an initial draft Registration Statement on September 1, 2023 and an amendment to the draft Registration Statement on October 11, 2023, by the
time the final report for the September 15, 2023 Valuation was issued on November 15, 2023, based on the status of the POTENTIATE clinical trial and other development programs, the Company had decided not to proceed with the filing of
another amendment to the draft Registration Statement as it believed the likelihood of a near-term IPO was very unlikely. In addition, unlike other companies at this stage of the IPO process, the Company elected not to conduct any testing-the-waters (“TTW”) meetings with investors and ended up not refiling another amendment to the draft Registration Statement until
January 22, 2024. Thus, the Company assigned a [***]% probability weighting to the IPO scenario, with the remaining [***]% to the OPM scenario. The Company utilized a $[***] million and $[***] million equity value and DLOM of 45% and 15% for
the OPM and IPO scenarios, respectively (based on the application of the Finnerty and Protective and Asian put option analyses for the OPM scenario and published comment letters of the Commission for the IPO scenario due to the term to liquidity of
less than 12 months). This resulted in a present value per share of $[***] and $[***] and weighted adjusted present value per share of $[***] and $[***] in the IPO and OPM scenarios, respectively. The Company estimated the expected timing of a
potential liquidity event was 0.62 years in the IPO scenario (April 30, 2024) and 1.3 years in the OPM scenario, based on management’s best estimates and an analysis of market conditions.

 U.S. Securities and Exchange Commission

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 December 2023 Option Grants

The Board, with input from management, determined the fair value of the Company’s common stock to be $0.23 per share as of
December 13, 2023, after considering the December 1, 2023 Valuation. In reaching this determination, the Board determined that no material changes had occurred in the business since the report date of the December 1, 2023 Valuation
and that the December 1, 2023 Valuation was still appropriate.

 For the reasons discussed above, the Company left the probabilities
of the IPO and OPM scenarios unchanged as no events had occurred since the prior valuation to alter the likelihood of those scenarios. The Company utilized a $[***] million and $[***] million equity value and DLOM of 40% and 15% for the OPM and IPO
scenarios, respectively (based on the application of the Finnerty and Protective and Asian put option analyses for the OPM scenario and published comment letters of the Commission for the IPO scenario due to the term to liquidity of less than 12
months). This resulted in a present value per share of $[***] and $[***] and weighted adjusted present value per share of $[***] and $[***] in the IPO and OPM scenarios, respectively. The Company estimated the expected timing of a potential
liquidity event was 0.41 years in the IPO scenario (April 30, 2024) and 1.0 year in the OPM scenario, based on management’s best estimates and an analysis of market conditions.

February 2024 Option Grants

The Board, with input from management, determined the fair value of the Company’s common stock to be $0.42 per share as of
February 5, 2024 and February 15, 2024, after considering the January 19, 2024 Valuation. In reaching this determination, the Board determined that no material changes had occurred in the business since the report date of the
January 19, 2024 Valuation and that the January 19, 2024 Valuation was still appropriate.

 Among the qualitative factors
considered by the Board in determining the fair value of the Company’s common stock for the February 2024 grants were the following developments in the Company’s business subsequent to December 13, 2023: 

•

 the Company determined to re-submit an amended draft Registration
Statement, which it did on January 22, 2024, and started to prepare for TTW meetings with investors;

•

 the continued progress in the POTENTIATE clinical trial; and

•

 the Company received IND clearance from the FDA for BBI-825.

 Given the above developments, the Company assigned a [***]% probability weighting to the IPO scenario,