SEC Company Response from Passage BIO, Inc. (PASG) (CIK 0001787297) (PASG) — Feb 25, 2020
Passage BIO, Inc. (PASG) (CIK 0001787297)
Date: Feb. 25, 2020 · CIK: 0001787297 · Accession: 0001104659-20-024700
AI Filing Summary & Sentiment
File numbers found in text: 333-236214
Letter
February 25, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ada Sarmento
Joseph McCann
Tara Harkins
Terence O’Brien
Re: Passage Bio, Inc.
Registration Statement on Form S-1 (File No. 333-236214)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 1,855 copies of the Preliminary Prospectus dated February 18, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on February 27, 2020 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours,
J.P. MORGAN SECURITIES LLC
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CORRESP 1 filename1.htm February 25, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada Sarmento Joseph McCann Tara Harkins Terence O’Brien Re: Passage Bio, Inc. Registration Statement on Form S-1 (File No. 333-236214) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 1,855 copies of the Preliminary Prospectus dated February 18, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement. We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on February 27, 2020 or as soon thereafter as practicable. [Signature page follows] Very truly yours, J.P. MORGAN SECURITIES LLC GOLDMAN SACHS & CO. LLC COWEN AND COMPANY, LLC As representatives of the Underwriters J.P. MORGAN SECURITIES LLC By: /s/ David Ke Name: David Ke Title: Executive Director GOLDMAN SACHS & CO. LLC By: /s/ Charles Park Name: Charles Park Title: Managing Director COWEN AND COMPANY, LLC By: /s/ David Bohn Name: David Bohn Title: Managing Director [Signature Page to Passage Bio, Inc. Acceleration Request]