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May 30, 2024
Bharatt Chowrira
Chief Executive Officer
PureTech Health plc
6 Tide Street, Suite 400
Boston, MA 02210
Re:PureTech Health plc
Schedule TO-I filed May 20, 2024
File No. 005-92234
Dear Bharatt Chowrira:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed May 20, 2024
Notification of interests, page 13
1.Please expand to summarize the "certain circumstances" under which the articles of
association of the Company require Shareholders to notify it of their interests in Ordinary
Shares, and to additionally summarize the information that must be provided to the
Company under such circumstances.
Terms and Conditions of the Tender Offer, page 21
2.Disclose the existence of any alternative financing plans or arrangements in the event the
Company does not have "sufficient profits available for distribution to acquire" the
tendered shares. If there are none, so state. Refer to Item 1007(b) of Regulation M-A.
3.We note that the purchase of tendered shares is conditioned on Jefferies' satisfaction that
"the Company has complied with its obligations, and is not in breach of any of the
representations and warranties given by it, under the Option Agreement." All offer

 FirstName LastNameBharatt Chowrira
 Comapany NamePureTech Health plc
 May 30, 2024 Page 2
 FirstName LastName
Bharatt Chowrira
PureTech Health plc
May 30, 2024
Page 2
conditions should be expressly described, including such obligations, representations, and
warranties. Please revise or advise.
General
4.We note your disclosure that the Tender Offer is not being made in any Restricted
Jurisdiction and that "the right to tender Ordinary Shares is not being made available in
any jurisdiction in the US in which the making of the Tender Offer or the right to tender
such Ordinary Shares would not be in compliance with the laws of such jurisdiction."
While the Company need not disseminate offer materials in jurisdictions where it may
not legally do so, it must accept tenders from all eligible holders who tender into the offer.
See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of Exchange Act Release No. 34-
58597 (September 19, 2008). Please revise accordingly.
Settlement, page 33
5.We note the disclosure that the Company intends to rely on the Tier II exemption from
Rule 14e-1(c) to pay for tendered Shares in accordance with UK law and practice. Revise
to clarify what this means in terms of the timing of payment, including for Shareholders
outside the UK or those who do not hold through CREST.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions