Correspondence 0001193125-24-234373 from Upstream Bio, Inc. (UPB) (CIK 0002022626) (UPB)
Upstream Bio, Inc. (UPB) (CIK 0002022626)
Date: Oct. 8, 2024 · CIK: 0002022626 · Accession: 0001193125-24-234373
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File numbers found in text: 333-282197
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CORRESP 1 filename1.htm CORRESP October 8, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Chris Edwards, Jimmy McNamara, Kevin Kuhar and Franklin Wyman Re: Upstream Bio, Inc. (the “Registrant”) Registration Statement on Form S-1 (File No. 333-282197) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between October 7, 2024 and the date hereof, approximately 668 copies of the Preliminary Prospectus, dated October 7, 2024, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as amended. We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:01 p.m. Eastern Time, on Thursday, October 10, 2024 or as soon thereafter as practicable. [signature page follows] Very truly yours, J.P. MORGAN SECURITIES LLC TD SECURITIES (USA) LLC PIPER SANDLER & CO. WILLIAM BLAIR & COMPANY, L.L.C. As representatives of the Underwriters J.P. MORGAN SECURITIES LLC By: /s/ Benjamin Burdett Name: Benjamin Burdett Title: Managing Director, Head of Healthcare ECM TD SECURITIES (USA) LLC By: /s/ Mariel Healy Name: Mariel Healy Title: Managing Director PIPER SANDLER & CO. By: /s/ Chad Huber Name: Chad Huber Title: Managing Director WILLIAM BLAIR & COMPANY, L.L.C. By: /s/ Kevin Eisele Name: Kevin Eisele Title: Managing Director [Signature Page to Acceleration Request Letter]