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CORRESP
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  Patrick Loofbourrow

+1 (619) 840-4824

 loof@cooley.com
  BY EDGAR

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by Structure
Therapeutics Inc.

in connection with its Registration Statement
on Form S-1 (File No. 333-269200)

January 23, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Vanessa Robertson

Terence O’Brien

Jimmy McNamara

Joe McCann

 Re: Structure Therapeutics Inc.

Registration Statement on Form S-1

Filed January 12, 2023

File No. 333-269200

Ladies and Gentlemen:

On behalf of Structure Therapeutics
Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) received by letter dated May 27, 2022 (the “Comment
Letter”), relating to the Company’s draft Registration Statement on Form S-1 confidentially submitted to the Commission
on February 14, 2022 (the “DRS”), as amended on May 13, 2022 and December 6, 2022, and which was subsequently
updated by the Company with a Registration Statement on Form S-1 filed with the Commission on January 12, 2023 (the “Registration
Statement”), we are submitting this supplemental letter to further address Comment No. 2 of the Comment Letter. For the
convenience of the Staff, we have incorporated the text of Comment No. 2 into this letter.

Due to the commercially sensitive
nature of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment
for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act
Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on Information and
Requests (17 C.F.R. § 200.83).

Cooley
LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

U.S.
Securities and Exchange Commission

January 23, 2023

Page Two

Staff Comment

Management's Discussion and Analysis of Financial Condition and
Results of Operations, Critical Accounting Policies and Significant Judgments and Estimated Ordinary Shares Valuation, page 115

 2. Once you have an estimated offering price or range, please explain to us how you determined the fair
value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common
stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features. Please discuss with the staff how
to submit your response.

Response:

Preliminary Price Range

The Company advises the Staff that the Company
currently expects a price range of $ [***] per American depositary share (“ADS”) to $ [***] per ADS (the “Preliminary
Price Range”) for the initial public offering (“IPO”) of the Company’s ADSs, each representing
[***] ordinary shares, par value $0.0001 per share (the “Ordinary Shares”).

The Preliminary Price Range
is based in part upon the Company’s prospects, prospects for the biopharmaceutical industry, the general condition of the securities
markets and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the biopharmaceutical
industry, as well as input received from Jefferies LLC, SVB Securities LLC, Guggenheim Securities, LLC, and BMO Capital Markets Corp.,
the lead underwriters (the “Representatives”) for the Company’s planned IPO. The Company notes that, as
is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined by discussions
among the Company and the Representatives based on a variety of considerations and methodologies, including the assessment of the foregoing
factors.

The Company will include a
narrower bona fide price range of the ADS in an amendment to the Registration Statement that will be filed prior to the commencement of
the Company’s road show, which the Company expects to be a two-dollar range within the Preliminary Price Range. However, the parameters
of the bona fide price range will be subject to then-current market conditions, continuing discussions with the Representatives and material
business developments impacting the Company, and due to the volatility in the securities markets, in particular the volatility experienced
in the market by recent IPO issuers, there is a possibility that the bona fide price range for the IPO may fall outside of the Preliminary
Price Range. In any event, the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation
S-K and C&DI 134.04.

FOIA Confidential Treatment
Requested by Structure Therapeutics Inc.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

 t: (858) 550-6000 f: (858) 550-6420 cooley.com

U.S.
Securities and Exchange Commission

January 23, 2023

Page Three

Ordinary Share Valuation Methodologies

As there has been no
public market for the Ordinary Shares to date, the estimated fair value of the Ordinary Shares for purposes of granting equity
awards has been determined by the Company’s board of directors (the “Board”), as of the date of each
option grant, with input from management, considering the Company’s most recent arm’s-length sales of its convertible
preferred shares, and the most recent third-party valuation of its Ordinary Shares, as well as the Board’s assessment of
additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the
most recent third-party valuation through the date of the grant. The Board considered various objective and subjective factors to
determine the estimated fair value of the Ordinary Shares as of each grant date including:

 · the prices at which the Company sold shares of redeemable convertible preferred shares to outside investors
in arm’s-length transactions and the rights, preferences and privileges of the Company’s redeemable convertible preferred
shares, relative to those of the Company’s Ordinary Shares;

 · lack of an active public market for the Ordinary Shares;

 · the Company’s stage of development and business strategy, and material risks related to the Company’s
business;

 · the Company’s financial condition and the Company’s historical and forecasted performance
and operating results, including the Company’s levels of available capital resources;

 · the progress of the Company’s research and development efforts;

 · the hiring of key personnel and the experience of management;

 · the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

 · external market conditions affecting the pharmaceutical and biotechnology industry and trends within the
industry; and

 · the analysis of IPOs and the market performance of similar companies in the biotechnology industry.

The third-party valuations
of the Ordinary Shares that the Board considered in making its determinations were prepared in accordance with the American Institute
of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued
as Compensation (the “Practice Aid”), which prescribes several valuation approaches for determining the
value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise
to its capital structure and specifically the common stock.

In accordance with the Practice
Aid, the Company considered the following methods for allocating the enterprise value across its classes and series of capital shares
to determine the estimated fair value of Ordinary Shares at each valuation date.

 · Market Approach (the “Market Approach”).
Under the Market Approach, the Company estimates the value based upon the Company’s prior sales of preferred shares to unrelated
third parties. The Company then applies these derived multiples or values to its financial metrics to estimate the Company’s market
value.

FOIA Confidential Treatment Requested by Structure Therapeutics Inc.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

 t:
(858) 550-6000 f: (858) 550-6420 cooley.com

U.S.
Securities and Exchange Commission

January 23, 2023

Page Four

 · Option Pricing Method (“OPM”). The OPM
estimates the value of the Ordinary Shares using the various inputs in the Black-Scholes option pricing model. The OPM treats the
rights of the holders of Ordinary Shares as equivalent to that of call options on any value of the enterprise above certain break points
of value based upon the liquidation preferences of the holders of the Company’s convertible preferred shares, as well as their rights
to participation, and the share prices of the outstanding options. Thus, the value of the Ordinary Shares can be determined by estimating
the value of its portion of each of these call option rights. Under this method, the Ordinary Shares has value only if the funds available
for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or
sale. Given the Ordinary Shares represent a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value
estimates had to be made to account for the lack of liquidity that a shareholder experiences. This adjustment is commonly referred to
as a discount for lack of marketability (“DLOM”).

 · Probability-Weighted Expected Return Method
(“PWERM”). The PWERM is a scenario-based analysis that estimates the value per share based on the probability-weighted
present value of expected future investment returns, considering each of the possible outcomes considered by the Company, as well as the
economic and control rights of each share class.

 · Hybrid Method. The hybrid method is a
weighted-average method that combines both OPM and PWERM. Weighting allocations are assigned to the OPM and PWERM methods factoring in
possible future liquidity events.

In order for the Board to determine the estimated
fair value of the Ordinary Shares, the Hybrid Method was utilized for the independent third-party valuations of the Ordinary Shares as
of December 31, 2021 (the “December 2021 Valuation”), as of February 28, 2022 (the “February 2022
Valuation”), as of September 30, 2022 (the “September 2022 Valuation”), and as of November 30,
2022 (the “November 2022 Valuation”), each as discussed below, as the Company had some visibility into the timing
of a potential IPO. Equity value for each liquidity event scenario utilized in each of the valuations was weighted based on a probability
of each liquidity event’s occurrence. The Hybrid Method is commonly used in these situations and is consistent with guidance from
the Practice Aid. In each of the IPO scenarios discussed below, the Company assumed that all outstanding shares of the Company’s
convertible preferred shares will convert to Ordinary Shares and all outstanding options and warrants will be exercised.

At each grant date, the Board evaluated any recent
events and their potential impact on the estimated fair value per Ordinary Share. For grants of equity awards made on dates for which
there was no contemporaneous independent third-party valuation, the Board determined the estimated fair value of the Ordinary Shares on
the date of grant taking into consideration the immediately preceding valuation report as well as other pertinent information available
to it at the time of the grant.

FOIA Confidential Treatment
Requested by Structure Therapeutics Inc.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

 t:
(858) 550-6000 f: (858) 550-6420 cooley.com

U.S.
Securities and Exchange Commission

January 23, 2023

Page Five

Ordinary Share Valuations and Option Grants

The Company granted the following
option awards since January 20, 2022:

    Date of Grant

    Numbers of

Shares Subject to

 Options Granted

    Exercise Price Per

 Ordinary Share

    Estimated Fair

 Value Per Ordinary

 Share at Grant

 Date

    January 20, 2022

    [***]

    $
     [***]

    $
     [***]

    May 12, 2022

    [***]

    $
     [***]

    $
    [***]

    May 19, 2022

    [***]

    $
     [***]

    $
     [***]

    July 14, 2022

    [***]

    $
     [***]

    $
     [***]

    October 17, 2022

    [***]

    $
     [***]

    $
     [***]

    December 20, 2022

    [***]

    $
     [***]

    $
     [***]

December 2021 Valuation and January 20,
2022 Option Grants

On January 20, 2022, the Company
granted options to purchase a total of [***] Ordinary Shares at an exercise price of $[***] per share. The Board determined the estimated
fair value of the Ordinary Shares at the time of the grants to be $[***] per share based on a number of factors, including the December
2021 Valuation.

For the December 2021 Valuation,
the Company estimated the fair value of the Ordinary Shares using the Hybrid Method, with the OPM (remain private scenario) being weighted
at [***]% and the PWERM (IPO scenario) being weighted at [***]%.

For the OPM, the Market Approach, utilizing the
backsolve method, was used to determine the implied total enterprise value of the Company by accounting for all share class rights and
preferences. The backsolve method takes into account the economic rights of recently issued securities in relation to the rights of other
equity securities within the capital structure. For purposes of the December 2021 Valuation, the backsolve method reflected the Company’s
sale and issuance of 24,701,732 shares of Series B redeemable convertible preferred shares at a price of $4.0483 per share, for aggregate
gross proceeds of $100.0 million, in a financing transaction in July 2021 (the “2021 Series B Financing”). The
Company determined that the 2021 Series B Financing was an arm’s-length transaction occurring a few months prior to the valuation
date and that the value derived could be relied upon in calculating the fair value for the Company’s Ordinary Shares.

For the PWERM methodology, the future equity
value at an expected IPO date was allocated to the outstanding shares of the Company’s Ordinary Shares based on the assumption
that all preferred shares will convert to Ordinary Shares and that all options and warrants will be exercised, and that an IPO will
occur within four months. The Company believes that the probability weighting of the potential liquidity event scenario was an
appropriate methodology in light of the Company’s stage of development, the status of its research and development efforts and
financial position, external market conditions affecting the biopharmaceutical industry, the volatility in the capital markets,
especially with respect to IPOs, and the relative likelihood of achieving an IPO in light of prevailing market conditions. The
Company deemed it appropriate to include a [***]% weighting for the PWERM methodology because at the time of the valuation, the
Company had been communicating with potential underwriters and advisors as to the potential of an IPO, which gave the Company some
visibility into the probability and timing of potential future outcomes. However, mere intent to submit a registration statement
does not necessarily mean that the Company would be successful in completing an IPO. Unexpected systemic events like the
biopharmaceutical IPO market cooling, poor trading performance of recent comparable IPOs, a decline in the valuations of comparable
companies, fatigue from institutional investors, geopolitical risk (including as a result of the Russia and Ukraine conflict and its
impact on financial markets), the COVID-19 pandemic, actual or anticipat