Correspondence 0001104659-24-046858 from Passage BIO, Inc. (PASG) (CIK 0001787297) (PASG)
Passage BIO, Inc. (PASG) (CIK 0001787297)
Date: April 12, 2024 · CIK: 0001787297 · Accession: 0001104659-24-046858
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File numbers found in text: 333-277632
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CORRESP
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PASSAGE BIO, INC.
One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA 19103
April 12, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attention:
Tyler Howes
Re:
Passage Bio, Inc. Registration Statement on Form S-3
(File No. 333-277632) filed March 4, 2024.
Requested Date: April 16, 2024
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
Passage Bio, Inc. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission.
The
Registrant hereby authorizes Rob Freedman and Ryan Mitteness, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant requests that
it be notified of such effectiveness by a telephone call to Mr. Freedman at (650) 335-7292 or, in his absence, to Mr. Mitteness
at (206) 389-4533.
* * *
Sincerely,
PASSAGE BIO, INC.
By:
/s/ Kathleen Borthwick
Kathleen Borthwick
Chief Financial Officer
Cc William Chou, Chief Executive Officer
Kathleen Borthwick, Chief Financial Officer
Passage Bio, Inc.
Effie Toshav, Esq.
Rob Freedman, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
[Signature Page to Company Acceleration Request
Letter]