SEC Company Response from Passage BIO, Inc. (PASG) (CIK 0001787297) (PASG) — Jan 19, 2021
Passage BIO, Inc. (PASG) (CIK 0001787297)
Date: Jan. 19, 2021 · CIK: 0001787297 · Accession: 0001104659-21-005394
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File numbers found in text: 333-252213
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CORRESP
1
filename1.htm
January 19, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tim Buchmiller
Re:
Passage Bio, Inc.
Registration Statement on Form S-1 (File No. 333-252213)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules
and Regulations under the Securities Act of 1933, as amended, please be advised that we will take reasonable steps to secure adequate
distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective
time of the 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 4:30 p.m. Eastern Time, on
Thursday, January 21, 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/
Mairin Rooney
Name:
Mairin Rooney
Title:
Managing Director
COWEN AND COMPANY, LLC
By:
/s/
Bill Follis
Name:
Bill Follis
Title:
Managing Director
[Signature Page to Passage Bio, Inc. Acceleration Request]