SEC Comment Letter for Passage BIO, Inc. (PASG) (CIK 0001787297) (PASG) — Dec 22, 2020

Passage BIO, Inc. (PASG) (CIK 0001787297)
Date: Dec. 22, 2020 · CIK: 0001787297 · Accession: 0000000000-20-012344

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Date

December 22, 2020

Author

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Company

Passage BIO, Inc. (PASG) (CIK 0001787297)

Letter

United States securities and exchange commission logo December 22, 2020 Bruce Goldsmith, Ph.D. President and Chief Executive Officer Passage Bio, Inc. Two Commerce Square 2001 Market Street, 28th Floor Philadelphia, PA 19103 Re:Passage Bio, Inc. Draft Registration Statement on Form S-1 Submitted December 18, 2020 CIK No. 0001787297 Dear Dr. Goldsmith: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement no later than 48 hours prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tim Buchmiller at (202) 551-3635 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Ryan Mitteness, Esq.

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United States securities and exchange commission logo
December 22, 2020
Bruce Goldsmith, Ph.D.
President and Chief Executive Officer
Passage Bio, Inc.
Two Commerce Square
2001 Market Street, 28th Floor
Philadelphia, PA 19103
Re:Passage Bio, Inc.
Draft Registration Statement on Form S-1
Submitted December 18, 2020
CIK No. 0001787297
Dear Dr. Goldsmith:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan Mitteness, Esq.

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