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CORRESP
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CORRESP

 Divakar Gupta

 +1 212 479 6474

dgupta@cooley.com

VIA EDGAR

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Alto Neuroscience, Inc.

in connection with its Registration Statement on Form S-1 (File
No. 333-276495)

 January 19, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Lauren Hamill

Tim Buchmiller

 Li Xiao

Mary Mast

Re:
 Alto Neuroscience, Inc.

Registration Statement on Form S-1

January 12, 2024

File No. 333-276495

Ladies and Gentlemen:

 On behalf of Alto
Neuroscience, 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 December 19, 2023 (the “Comment Letter”), relating to the Company’s draft Registration Statement on Form S-1 confidentially submitted to the Commission on
November 22, 2023 (the “DRS”), and which was subsequently updated by the Company with a Registration Statement on Form S-1 filed with the Commission on January 12, 2024 (the
“Registration Statement”), we are submitting this supplemental letter to further address Comment No. 38 of the Comment Letter. For the convenience of the Staff, we have incorporated the text of Comment No. 38 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     55 Hudson Yards     New York, NY     10001

 T:+1 212 479
6000     f:+1 212 479 6275 cooley.com

 U.S. Securities and Exchange Commission

January 19, 2024

 Page Two

 Staff Comment

Unaudited Condensed Consolidated Financial Statements as of and for the Nine Months Ended September 30, 2023 and 2022

Note 2. Summary of Significant Accounting Policies and Basis of Presentation 6. Stock Based Plans, page F-46

38.
 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 IPO and the estimated offering price. This information will help facilitate our review of your
accounting for equity issuances. Please discuss with the staff how to submit your response.

 Response:

Preliminary Price Range

 The
Company respectfully advises the Staff that the Company currently expects a price range of approximately $[***] to $[***] per share (the “Preliminary Price Range”) for the initial public offering
(“IPO”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which Preliminary Price Range does not reflect the impact of a reverse stock split of the Common Stock that
the Company anticipates may be effected prior to the filing of, and reflected in, an amendment to the Registration Statement to be filed prior to the commencement of the Company’s road show (the “Reverse Stock Split”).
The share and per share numbers in this letter are presented on a pre-Reverse Stock Split basis. This Preliminary Price Range implies a pre-money equity valuation for
the Company of $[***] million to $[***] million.

 The Preliminary Price Range is based in part upon the Company’s prospects,
prospects for the biotechnology industry generally, 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 biotechnology industry, as well
as input received from Jefferies LLC, Cowen and Company, LLC, and Stifel, Nicolaus & Company, Incorporated, the representatives of the several underwriters for the Company’s IPO (the “Representatives”). The
Company notes that, as is typical in IPOs, the Preliminary Price Range for the Company’s IPO was not derived using a formal determination of fair value or single valuation methodology but was determined by discussions among the Company and the
Representatives based on a variety of considerations and methodologies, including the assessment of the aforementioned factors.

 The
Company will include a narrower bona fide price range of the Common Stock, as adjusted for the Reverse Stock Split, in an amendment to the Registration Statement that will be filed prior to the commencement of the Company’s road show. 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 Alto Neuroscience, Inc.

 Cooley LLP     55 Hudson Yards     New York,
NY     10001

 T:+1 212 479 6000     f:+1 212 479 6275 cooley.com

 U.S. Securities and Exchange Commission

January 19, 2024

 Page Three

 Common Stock Valuation Methodologies

As there has been no public market for the Common Stock to date, the Company’s board of directors (the “Board”)
has determined the estimated fair value of the Common Stock for purposes of granting equity awards, as of the date of each option grant, with input from management, considering (i) the Company’s most recent arm’s length sales of its
convertible preferred stock, (ii) the most recent third-party valuation of its Common Stock, and (iii) 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 Common Stock as of each grant date, including:

•

 the prices of the Company’s convertible preferred stock sold to outside investors in arm’s length
transactions and the rights, preferences, and privileges of the Company’s convertible preferred stock as compared to those of the Common Stock, including liquidation and redemption preferences of the Company’s convertible preferred stock;

•

 the progress of the Company’s research and development programs, including the status and results of
clinical trials for the Company’s product candidates, development of the Company’s Precision Psychiatry Platform for the discovery and evaluation of potential brain-based biomarkers, and progress of the Company’s development and
manufacturing processes;

•

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

•

 the hiring of key personnel and management;

•

 external market conditions affecting the biotechnology industry, and trends within the biotechnology industry;

•

 the Company’s financial position, including cash on hand, and historical and forecasted performance and
results of operations;

•

 the lack of an active public market for the Common Stock and the Company’s convertible preferred stock;

•

 the likelihood of achieving a liquidity event for the holders of Common Stock, such as an IPO or a sale of the
Company, given prevailing market conditions;

•

 the achievement of enterprise milestones, including entering into collaboration and license agreements;

•

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

•

 the economy in general.

The third-party valuations of the Common Stock 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 its common stock.

 FOIA Confidential
Treatment Requested by Alto Neuroscience, Inc.

 Cooley LLP     55 Hudson Yards     New York,
NY     10001

 T:+1 212 479 6000     f:+1 212 479 6275 cooley.com

 U.S. Securities and Exchange Commission

January 19, 2024

 Page Four

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

•

 Option Pricing Method (“OPM”). The OPM estimates the value of the
Common Stock using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of Common Stock 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 stock, as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the Common Stock can be determined
by estimating the value of its portion of each of these call option rights. Under this method, the Common Stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a
liquidity event, such as a merger or sale.

•

 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 (“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.

To support the Board in determining the estimated fair value of the Common Stock as the Company sought to obtain better visibility into the
timing of a potential IPO, but accounting for uncertainty around the Company’s value should an IPO not occur, the OPM was utilized for the independent third-party valuation of the Common Stock as of December 31, 2022 (the
“December 31, 2022 Valuation”) and the Hybrid Method was utilized for the independent third party valuation of the Common Stock as of November 20, 2023 (the
“November 20, 2023 Valuation” and together with the December 31, 2022 Valuation, the “Valuations”), each as discussed below. The OPM and Hybrid Method are commonly
used in these situations and such use is consistent with guidance from the Practice Aid. In the Company’s case, the Hybrid Method incorporated two scenarios: (1) a sale scenario where the allocation of total equity value was performed
using the OPM, and (2) an IPO scenario where all outstanding shares of the Company’s convertible preferred stock were assumed to be mandatorily converted into shares of Common Stock. In addition, given the Common Stock represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates was made in each of the sale and IPO scenario to account for the lack of liquidity. This adjustment is
commonly referred to as a discount for lack of marketability (“DLOM”).

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

 FOIA Confidential
Treatment Requested by Alto Neuroscience, Inc.

 Cooley LLP     55 Hudson Yards     New York,
NY     10001

 T:+1 212 479 6000     f:+1 212 479 6275 cooley.com

 U.S. Securities and Exchange Commission

January 19, 2024

 Page Five

 Common Stock Valuations and Stock Option Grants

The Company granted the following stock option awards since January 1, 2023:

 Date of Grant

Numbers of
Shares Subject to
Stock Options
Granted

Exercise Price Per
Share of Common
Stock

Estimated Fair
Value Per Share of
Common Stock at
Grant Date

April 14, 2023

[
***]

$
[
***]

$
[
***]

April 19, 2023

[
***](1)

$
[
***]

$
[
***]

July 12, 2023

[
***]

$
[
***]

$
[
***]

October 12, 2023

[
***]

$
[
***]

$
[
***]

December 20, 2023

[
***]

$
[
***]

$
[
***]

(1)
 Previously granted options to purchase an aggregate of [***] shares of Common Stock were repriced on
April 19, 2023 to provide for an exercise price of $[***] per share. The Company treated the repricing as a modification of terms of the options outstanding. Please see page F-48 of the Registration
Statement for further information regarding the repricing.

 Other than the foregoing, there were no other equity
incentive awards granted by the Company since January 1, 2023.

 December 31, 2022 Valuation – April 14, 2023, July 12, 2023,
and October 12, 2023 Stock Option Grants and April 19, 2023 Repricing:

 On April 14, 2023, July 12, 2023, and
October 12, 2023, the Company granted stock options to purchase a total of [***] shares of Common Stock at an exercise price of $[***] per share. In addition, on April 19, 2023, the Company repriced previously granted outstanding options
to purchase an aggregated [***] shares of Common Stock to an exercise price of $[***] per share. The Board determined the fair value of the Common Stock at the time of each of the grants and at the time of the repricing to be $[***] per share based
on a number of factors, including the December 31, 2022 Valuation.

 For the December 31, 2022 Valuation, the fair value of the
Common Stock was estimated using the OPM. There were only 16 biotech IPOs in 2022 as compared to 98 in 2021. In addition, the Company had not yet given serious consideration to conducting an IPO, nor undertaken meaningful preparation toward an IPO.
Based on the overall lack of IPOs, and the Company’s actions to date, the Company determined that there was no likelihood of a near-term IPO.

The total equity values in the sale scenario were estimated using the backsolve method (the “Backsolve
Method”) as of January 26, 2023, the date of the final closing of the Series B convertible preferred stock financing (the “Series B Preferred Stock Financing”), and then rolled backwards to the valuation
date of December 31, 2022. The final sale and closing of the Series B Preferred Stock Financing was $25 million, or 42% of the total Series B Preferred Stock Financing, and was transacted with a new investor. The terms of the Series B
Preferred Stock Financing were known as of December 31, 2022 and deemed effective at that date.

 FOIA Confidential
Treatment Requested by Alto Neuroscience, Inc.

 Cooley LLP     55 Hudson Yards     New York,
NY     10001

 T:+1 212 479 6000     f:+1 212 479 6275 cooley.com

 U.S. Securities and Exchange Commission

January 19, 2024

 Page Six

 For purposes of the December 31, 2022 Valuation, the OPM reflected the Company’s
issuance and sale of 9,876,955 shares of Ser