SecProbe.io

CORRESP
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  Norton
Rose Fulbright US LLP

  Fulbright
Tower

  1301
McKinney, Suite 5100

  Houston,
Texas 77010-3095

  nortonrosefulbright.com

  Brian P. Fenske

  brian.fenske@nortonrosefulbright.com

  Tel +1 713 651 5557

March
15, 2024

VIA
EDGAR

Office
of Life Sciences

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jimmy McNamara

Laura
Crotty

    Re:
    FibroBiologics,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    February 12, 2024

    File
    No. 333-277019

Ladies
and Gentlemen:

This
letter is submitted on behalf of FibroBiologics, Inc. (the “Company”) in response to comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with
respect to the Company’s Registration Statement on Form S-1 filed on February 12, 2024 (the “Registration Statement”),
as set forth in the Staff’s letter dated February 26, 2024 (the “Comment Letter”).

Set
forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the text of
the Staff’s comments are reproduced in bold below, followed by the Company’s response to the comment. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter.

Additionally,
the Company is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which
reflects revisions in response to the Comment Letter and certain other updates. For the convenience of the Staff, we are also sending,
by overnight courier, copies of this letter and copies of Amendment No. 1, marked to show changes to the Registration Statement as originally
filed.

Cover
Page

    1.
    Please
    revise the cover page to identify the parties comprising the “Registered Stockholders”. In this regard we note that the
    table on page 115 lists only GEM Global Yield LLC SCS under the heading “Registered Stockholders” and no other parties.
    In the event GEM Global Yield LLC SCS is the only selling stockholder, please clarify this point throughout the prospectus.

Company
Response: In response to the Staff’s comment, the Company has revised the cover page and pages 112-113 of Amendment
No. 1 to identify GEM Global Yield LLC SCS and GEM Yield Bahamas Limited as the Registered Stockholders.

Exhibit
Index, page II-5

    2.
    Please
    ensure each exhibit is in the proper text-searchable format. See Item 301 of Regulation S-T. Please re-file the respective exhibits
    to your registration statement.

Company
Response: In response to the Staff’s comment, the Company has re-filed the exhibits or restored links to the exhibits as needed
to ensure that each exhibit is in proper text-searchable format.

General

    3.
    Please
    revise your prospectus to disclose the following information with respect to the Share Purchase Agreement by and among the company
    and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited:

 ● the
                                            material terms of the agreement, including the full discounted price (or formula for determining
                                            it) at which GEM will receive the shares.

 ● the
                                            material risks of an investment in the company and in the offering, including:

 ○ the
                                            dilutive effect of the formula or pricing mechanism on the company’s share price;

 ○ the
                                            possibility that the company may not have access to the full amount available to it under
                                            the agreement; and

 ○ whether
                                            an investor can engage in short-selling activities and, if so, how any sales activities after
                                            announcement of a put may negatively affect the company’s share price.

 ● the
                                            material market activities of GEM, including:

 ○ any
                                            short selling of the company’s securities or other hedging activities that GEM may
                                            or has engaged in, including prior to entering into the agreement and prior to the receipt
                                            of any shares pursuant to the terms of the agreement; and

 ○ how
                                            GEM intends to distribute the securities it owns or will acquire.

 ● how
                                            the provisions of Regulation M may prohibit GEM and any other distribution participants that
                                            are participating in the distribution of the company’s securities from:

 ○ engaging
                                            in market making activities (e.g., placing bids or making purchases to stabilize the price
                                            of the common stock) while the agreement is in effect; and

 ○ purchasing
                                            shares in the open market while the agreement is in effect.

Company
Response: In response to the Staff’s comment, the Company has revised Amendment No. 1 in the Risk Factors and Plan of Distribution
to disclose the additional information requested above with respect to the GEM Share Purchase Agreement.

    4.
    We
    note the company issued a draw-down notice under the GEM SPA to have GEM purchase up to 900,000 shares of common stock at a draw-down
    threshold price of no less than $15.00 per share, and that the company submitted a closing notice after 65,447 shares of common stock
    were purchased in a private placement at $15.00 per share. Please revise your disclosure, where appropriate, to explain why GEM did
    not purchase the entire 900,000 shares contained in the draw-down notice.

Company
Response: In response to the Staff’s comment, the Company has revised Amendment No.1 on the cover page and elsewhere to disclose
why GEM did not purchase the entire 900,000 shares contained in the draw-down notice.

Remainder
of page intentionally blank. Signature page follows.

Should
the Staff have additional questions or comments regarding this submission, please do not hesitate to contact the undersigned at (713)
651-5557 or brian.fenske@nortonrosefulbright.com.

    Sincerely,

    NORTON
    ROSE FULBRIGHT US LLP

    /s/
Brian
    P. Fenske

    Brian
    P. Fenske

Enclosure

    cc:
    Pete
    O’Heeron, Chief Executive Officer

Mark
Andersen, Chief Financial Officer

FibroBiologics,
Inc.

Lee
McIntyre

Norton
Rose Fulbright US LLP