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CORRESP
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CORRESP

 January 9, 2025

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[*].”

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE
Washington, DC 20549

Attention:

 Sasha Parikh

 Kevin Vaughn

Jimmy (CF) McNamara

 Suzanne Hayes

   Re:

 Maze Therapeutics, Inc.

 Registration
Statement on Form S-1

 Filed January 7, 2025

File No. 333-284164

 Ladies and Gentlemen:

On behalf of Maze Therapeutics, Inc. (the “Company”), we submit this letter to assist the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No. 333-284164) (the “Registration Statement”) and to further address comment 19 of the Staff set forth in its letter to the Company dated July 25, 2024, concerning valuation
considerations related to the Company’s equity awards.

 Because of the commercially sensitive nature of information contained herein,
this submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the
Freedom of Information Act.

 CONFIDENTIAL TREATMENT REQUESTED BY MAZE THERAPEUTICS, INC.

 Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2025

 Page
 2

 Preliminary IPO Price Range

The Company advises the Staff that the Company currently anticipates that it will include an expected price range in its preliminary prospectus
(the “Preliminary Prospectus”) for the proposed initial public offering (the “IPO”) of approximately $[*] to $[*] per share (the “Preliminary Price Range”) of the Company’s
common stock (the “Common Stock”), with a midpoint of the anticipated range of $[*] per share. The Company plans to effect a reverse stock split (the “Stock Split”) in connection with its IPO pursuant
to a future amendment of the Company’s certificate of incorporation that will be filed with the Secretary of State of the State of Delaware before filing the Preliminary Prospectus with the Commission. The share numbers and stock prices set
forth in this letter do not reflect the Stock Split and are all set forth on a pre-split basis.

The Preliminary Price Range has been determined based, in part, upon current market conditions, the Company’s current financial condition
and prospects, the Company’s progress in developing its pipeline of product candidates, recent public offerings of other comparable companies and input received from the lead underwriters of the proposed offering, including discussions that
took place on January 6, 2025 among senior management of the Company (“Management”), the Board of Directors of the Company (the “Board”) and representatives of J.P. Morgan Securities LLC, TD
Securities (USA) LLC, Leerink Partners LLC and Guggenheim Securities, LLC, the lead underwriters of the IPO. Prior to January 6, 2025, the Company had not held formal discussions with the underwriters regarding a price range for the IPO. The
Preliminary Price Range does not take into account the current lack of liquidity for the Common Stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a
privately held company.

 The Company expects to include a bona fide price range in the Preliminary Prospectus (which will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range) that would shortly precede the commencement of the Company’s public marketing process, which it anticipates could commence as soon as [*]. Such price range could
differ from the Preliminary Price Range based on then-current market conditions, continuing discussions with the lead underwriters and further business developments impacting the Company.

Fair Value Determinations

 Given the
absence of an active market for the Common Stock, the Board was required to estimate the fair value of the Common Stock at the time of each equity-based award based upon several factors, including the Board’s consideration of input from
management and third-party valuations.

 We supplementally advise the Staff that, as described on pages 110 and 111 of the Registration
Statement, for all periods prior to the IPO, the fair values of the Common Stock underlying the Company’s share-based awards were estimated on each grant date by the Board. To determine the fair value of the Common Stock underlying option
grants, the Board considered a variety of factors including, among other things, timely valuations of the Common Stock prepared by an independent third-party valuation firm in accordance with the guidance provided by the American Institute of
Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”). Given the absence of a public trading market
for the Common Stock, the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Common Stock, including the progress of the Company’s research and
development efforts, such as progress on initial new drug submissions and its clinical programs; external market conditions affecting the pharmaceutical and biotechnology industry and trends within the industry; the Company’s stage of
development; the prices at which the Company sold its preferred stock and convertible notes; the Company’s financial condition and operating results, including the Company’s available capital resources; the stock price performance and
volatility of comparable public companies; general U.S. market conditions; the lack of liquidity of the Common Stock; and the likelihood of achieving a liquidity event, such as an IPO or sale of the Company.

 CONFIDENTIAL TREATMENT
REQUESTED BY MAZE THERAPEUTICS, INC.

 2

 Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2025

 Page
 3

 The following table summarizes the grant of options by the Company since January 1,
2023:

Date of
Grant

Number of
Shares Subject to
Stock
Options Granted

Original
Exercise Price
Per Share

Estimated Fair Value
Per Share of Common
Stock at Grant Date

Valuation Date

January 24, 2023

140,000

$
1.84
*

$
1.84

December 8, 2022

March 4, 2023

2,860,875

$
1.84
*

$
1.84

December 8, 2022

March 9, 2023

1,610,000

$
1.84
*

$
1.84

December 8, 2022

May 5, 2023

230,000

$
1.84
*

$
1.84

December 8, 2022

October 4, 2023

1,501,875

$
1.84
*

$
1.84

December 8, 2022

March 13, 2024

640,000

$
1.46
*

$
1.46

December 8, 2023

April 23, 2024

1,230,000

$
1.46
*

$
1.46

December 8, 2023

April 24, 2024

3,256,650

$
1.46
*

$
1.46

December 8, 2023

July 18, 2024

1,810,000

$
2.05
*

$
2.05

May 10, 2024

August 5, 2024

415,000

$
2.05
*

$
2.05

May 10, 2024

December 9, 2024

16,128,100

$
1.08

$
1.08

September 30, 2024**

*
 These options were repriced on December 9, 2024 to provide for an exercise price of $1.08 per share. The
Company treated the repricing as a modification of terms of the options outstanding. Please see page F-49 of the Registration Statement for further information regarding the repricing.

**
 Valuation as of September 30, 2024 incorporated the proposed pricing terms of the Series D Preferred Stock
offering reflected in the offering term sheet as of October 31, 2024, which were identical to the final terms of the Series D Preferred Stock offering as further described below.

 CONFIDENTIAL TREATMENT
REQUESTED BY MAZE THERAPEUTICS, INC.

 3

 Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2025

 Page
 4

 Summary of Methods Used

For each of the valuations, the Company employed a probability-weighted expected return method (“PWERM”) in combination
with an option pricing method (“OPM”), referred to as a hybrid method (“Hybrid Method”) to value the Common Stock. The Hybrid Method is appropriate when various possible future outcomes are assumed by
management of the Company. The outcomes are each assigned a probability and a future equity value under each outcome is then estimated. Given that more than one possible future outcome was assumed for each of the valuations, the PWERM was used to
value the Common Stock for each valuation date.

 The Hybrid Method is appropriate for a company expecting a near term liquidity event, but
where, due to market or other factors, the likelihood of completing the liquidity event is uncertain. The Hybrid Method considers a company’s going concern nature, stage of development and the company’s ability to forecast near and
long-term future liquidity scenarios. The PWERM is a scenario-based analysis that estimates the value per share of Common Stock based on the probability-weighted present value of expected future equity values for the Common Stock, under various
possible future liquidity event scenarios, in light of the rights and preferences of each class and series of stock, discounted for a lack of marketability.

As part of the Hybrid Method, under certain scenarios, the OPM was used to estimate a value for the Company’s equity and allocate this
value among the Company’s securities using the back-solve method for inferring and allocating the equity value predicated on the most recent financing. The OPM is appropriate for a company at an early stage of development and future liquidity
events are difficult to forecast. Application of the OPM back-solve method involves making assumptions for the expected time to liquidity, volatility and risk-free rate and then solving for the value of equity such that the value for the referenced
financing equals the amount paid.

 For all valuations, after the aggregate enterprise value was determined and allocated to the various
classes of stock, a discount for lack of marketability (“DLOM”) was applied to the estimated fair value of the Common Stock. DLOM is applied to capture the difference in value between freely marketable securities and
securities that are restricted or otherwise cannot be freely traded. In determining a DLOM, consideration was given to the financial performance and nature of the Company and its early-stage nature, the sale/transfer restrictions associated with the
Common Stock, the relative lack of voting power associated with the Common Stock in comparison to the preferred stock and the inability to influence decisions regarding the Company, and the Company’s dividend policy, among other factors.

Summary of Valuations

 December 2022
valuation

 For the December 2022 valuation, the Board determined the estimated fair value of the Common Stock to be $1.84 per share,
with the assistance of Management and an independent third-party valuation firm. The Company employed a Hybrid Method valuation, prepared on a minority, non-marketable interest basis using the equity value
derived from a PWERM on two different liquidity scenarios: (1) an IPO (20% probability) and (2) staying private (80% probability). For the December 2022 valuation, the OPM allocation of total equity value was determined with reference to
the Company’s Series C financing, additional Series C proceeds received since the prior valuation, as well as venture capital rates of return and a market adjustment factor given market movement of peer public companies. The Company then
applied a DLOM with respect to each of the IPO and staying private scenarios to arrive at the $1.84 per share valuation.

 CONFIDENTIAL TREATMENT
REQUESTED BY MAZE THERAPEUTICS, INC.

 4

 Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2025

 Page
 5

 December 2023 valuation

For the December 2023 valuation, the Board determined the estimated fair value of the Common Stock to be $1.46 per share, with the assistance
of Management and an independent third-party valuation firm. The Company employed a Hybrid Model valuation, prepared on a minority, non-marketable interest basis using the equity value derived from a PWERM on
two different liquidity scenarios: (1) an IPO (10% probability) and (2) staying private (90% probability). The Company’s view at the time of the December 2023 valuation was that the probability of an IPO had materially decreased as a
result of market conditions and Company developments. For the December 2023 valuation, the OPM allocation of total equity value was determined with reference to the Company’s most recent December 2022 valuation, as well as venture capital rates
of return and a market adjustment factor given market movement of peer public companies. The Company then applied a DLOM with respect to each of the IPO and staying private scenarios to arrive at a $1.46 per share valuation.

May 2024 valuation

 For
the May 2024 valuation, the Board determined the estimated fair value of the Common Stock to be $2.05 per share, with the assistance of Management and an independent third-party valuation firm. The Company employed a Hybrid Method valuation,
prepared on a minority, non-marketable interest basis using the equity value derived from a PWERM on two different liquidity scenarios: (1) an IPO (35% probability) and (2) staying private (65%
probability). As of the May 2024 valuation, the Company had just completed its license agreement with Shionogi & Co. Ltd. and had entered into initial discussions with investment banks regarding a potential IPO. For the May 2024 valuation,
the OPM allocation of total equity value was determined with reference to the Company’s prior December 2023 valuation and the Company’s convertible note financing from December 2023 through April 2024. The Company then applied a DLOM with
respect to each of the IPO and staying private scenarios to arrive at a $2.05 per share valuation.

 September 2024 valuation

For the September 2024 valuation, the Board determined the estimated fair value of the Common Stock to be $1.08 per share, with the assistance
of Management and an independent third-party valuation firm. The Company employed a Hybrid Method valuation, prepared on a minority, non-marketable interest basis using the equity value derived from a PWERM on
two different liquidity scenarios: (1) an IPO (70% probability) and (2) staying private (30% probability). The September 2024 valuation accounted for the Company’s Series D Preferred Stock offering that subsequently closed in November
2024 (on terms identical with those provided for in the Series D Preferred Stock offering term sheet available at the time of such valuation) as well as the conversion of the Company’s outstanding convertible notes into shares of Series D-1 preferred stock upon the closing of such Series D Preferred Stock offering. Also, by the September 2024 valuation, the Company had continued discussions with investment banks regarding a potential IPO, had
confidentially submitted its draft registration statement as well as multiple amendments responding to comments from the Staff, and had conducted testing-the-waters
meetings with investors. For the September 2024 valuation, the OPM allocation of total equity value was determined with reference to the Company’s Series D valuation. The Company then applied a DLOM with respect to each of the IPO and staying
private scenarios to arrive at a $1.08 per share valuation.

 CONFIDENTIAL TREATMENT
REQUESTED BY MAZE THERAPEUTICS, INC.

 5

 Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2025

 Page
 6

 Repricing of Prior Stock Option Grants

As discussed above, following the Company’s Series D financing in November 2024, the Company reassessed the fair value of its shares of
Commo