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CORRESP
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CORRESP

 200 Clarendon Street

Boston, Massachusetts 02116

 Tel: +1.617.948.6000 Fax:
+1.617.948.6001

 www.lw.com

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 January 23, 2025

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. §200.83

The entity requesting confidential treatment is:

 Metsera, Inc.

 3 World Trade Center

 175 Greenwich Street

New York, New York 10007

 Certain confidential information in
this letter has been omitted and provided separately to the Securities and Exchange Commission. Confidential treatment has been requested by Metsera, Inc. with respect to the omitted portions, which are identified in this letter by the mark
“[***].”

 VIA EDGAR AND ELECTRONIC DELIVERY

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE

Washington, D.C. 20549

Attention:

Jason Drory

Chris Edwards

Tracie Mariner

Lynn Dicker

Re:
 Metsera, Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File
No. 333-284225)

 Ladies and Gentlemen:

On behalf of our client, Metsera, Inc., a Delaware corporation (the “Company”), we submit this letter to the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company submitted the above-referenced Registration Statement on Form S-1 to the Commission on a confidential basis on November 4, 2024 (the “Draft Submission”), and subsequently submitted an amendment to the Draft Submission to the Commission on
December 11, 2024. The Company filed the Registration Statement on Form S-1 (“Registration Statement”) with the Commission on January 10, 2025. The purpose of this letter is
to provide the Staff with additional detail

 January 23, 2025

Page
2

regarding the process and methodology used by the Company to determine the fair value of its common stock on each option grant date during the 12 months preceding the date of the financial
statements included in the Registration Statement. Because of the commercially sensitive nature of the 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. A redacted letter has been filed on EDGAR, omitting the confidential information contained in the letter.

For the convenience of the Staff, we are providing to the Staff copies of this letter by electronic delivery.

Estimated Preliminary Initial Public Offering Price Range

The Company advises the Staff that it currently anticipates that the price range for the initial public offering (the
“IPO”) will be within the range of $[***] to $[***] per share (the “Preliminary Price Range”), before giving effect to a reverse stock split that the Company plans to implement prior to
effectiveness of the Registration Statement. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price
range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to significant change.

Determining the Fair Value of Common Stock Prior to the IPO

The Company’s discussion of the determination of the fair value of the Company’s common stock for financial reporting purposes is
primarily contained within the section of the Registration Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and
Estimates—Determination of the Fair Value of Our Common Stock,” which is included on pages 121 through 122 of the Registration Statement. As disclosed, the Company’s board of directors (the “Board”) has
estimated the fair value of the Company’s common stock at various grant dates, with input from management, considering the Company’s most recently available third-party valuations of the common stock and the board of directors’
assessment of additional objective and subjective factors that it believed were relevant, including:

•

 the prices at which the Company sold shares of its convertible preferred stock and the superior rights and
preferences of the convertible preferred stock relative to the common stock at the time of each grant;

•

 the progress of the Company’s R&D programs;

•

 the Company’s stage of development and business strategy;

•

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

•

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

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY

 METSERA, INC.

 January 23, 2025

Page
3

•

 the lack of liquidity of the common stock and convertible preferred stock;

•

 the likelihood of achieving a liquidity event for the Company’s securityholders, such as the IPO or a sale
of the Company, taking into consideration prevailing market conditions; and

•

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

 As disclosed in the Registration Statement, the Company’s most recent third-party valuations of its common stock
were prepared as of September 1, 2023, August 1, 2024 and November 11, 2024. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’
Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The valuation methods considered for allocating the enterprise value across the Company’s common stock to determine
the fair value of its common stock at each valuation date include the following:

•

 Option Pricing Method, or OPM. Under the OPM, shares are valued by creating a series of call options with
exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the convertible preferred stock and common stock are inferred by analyzing these options. This method is appropriate to use
when the range of possible future outcomes is so difficult to predict that estimates would be highly speculative, and dissolution or liquidation is not imminent.

•

 Probability-Weighted Expected Return Method, or PWERM. The PWERM is a scenario-based analysis that estimates
value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to us, as well as the economic and control rights of each share class.

•

 Hybrid Method. The Hybrid Method is a hybrid between PWERM and OPM, where the equity value is estimated based on
probability-weighted value across multiple scenarios where the OPM is used to estimate the allocation of value within one or more of those scenarios.

For valuations performed with a valuation date prior to September 27, 2024, the Company utilized the OPM for determining the fair value
of its common stock. For valuations performed with a valuation date as of September 27, 2024 and after, the Company utilized the Hybrid Method for determining the fair value of its common stock.

The following table summarizes by grant date the number of shares of common stock underlying stock options granted during the 12 months
preceding the date of the financial statements included in the Registration Statement, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the date of option grant, and the
estimated fair value of options per share used to determine stock-based compensation expense for financial reporting purposes:

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY

 METSERA, INC.

 January 23, 2025

Page
4

 Grant Date

Number of
Shares Subject
to Options
Granted

Per Share
Exercise Price
of Options

Per Share Fair
Value of
Common Stock
on Grant Date

 March 15, 2024

3,930,000

$
1.49

$
1.49

 May 13, 2024

610,000

$
1.49

$
1.49

 June 25, 2024

187,500

$
1.49

$
1.49

 July 29, 2024

235,000

$
1.49

$
1.49

 September 27, 2024

6,820,000

$
1.84

$
1.84

 November 12, 2024

3,240,000

$
3.48

$
3.48

 November 28, 2024

2,352,500

$
3.48

$
3.48

 Grants Made on March 15, 2024, May 13, 2024, June 25, 2024 and July 29, 2024

On March 15, 2024, May 13, 2024, June 25, 2024 and July 29, 2024 the Board granted options to purchase an aggregate of
4,962,500 shares of common stock with an exercise price of $1.49 per share, which the Board determined to be the fair value of the common stock on each of the grant dates. In making this determination, the Board considered each of the objective and
subjective factors discussed above, including the most recent third party valuation.

 The September 1, 2023 valuation was prepared
taking into account the Company’s sales of shares of Series A preferred stock through September 1, 2023 at a price of $3.00 per share, for aggregate proceeds of $66.5 million by such date. In particular, the September 1, 2023
valuation determined the Company’s aggregate equity value using the option pricing method (“OPM”) backsolve approach that was based on the $3.00 price paid per share of its Series A preferred stock in the
contemporaneous, arm’s-length transactions with new and existing investors. The analysis that resulted in the valuation consisted of the following steps:

1.
 An analysis of the capital structure of the Company as of the valuation date and the equity distribution
provisions of the Company’s certificate of incorporation upon a liquidity event,

2.
 A calculation of the equity volatility based on historical equity volatilities of comparable publicly traded
companies for a time horizon equal to the expected time to liquidity event,

3.
 The building of an OPM and the calculation of breakpoints according to the equity distribution provisions of
the Company’s certificate of incorporation upon a liquidity event,

4.
 An allocation of the total equity value among different classes of stock using the OPM (such total equity value
was solved such that the probability adjusted value of the Series A preferred stock equaled its issue price of $3.00 per share),

5.
 The application of a discount to the value of the common stock based on the estimated lack of marketability of
the common stock (a “Marketability Discount”), and

6.
 The application of a discount to the value of the common stock based on a probability-weighted average fair
value of the common stock in the scenarios of successful completion of the Company’s Phase 1 clinical trials and failure of the Company’s Phase 1 clinical trials (a “Weighted-Average Probability of Success Discount”).

 The Marketability Discount estimate reflected a 30% discount for lack of marketability in all scenarios. The
Weighted-Average Probability of Success Discount estimate reflected a 60% probability of success (with an assumed positive 65% change in value) and a 40% probability of failure (with an assumed negative 55% change in value).

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY

 METSERA, INC.

 January 23, 2025

Page
5

 After backsolving for an implied equity value, inputting reasonably determined Black-Scholes
inputs for equity volatility (based on a management provided estimate for expected time to a liquidity event) and risk-free rate, and after applying a Marketability Discount of 30% and the Weighted-Average Probability of Success Discount described
above, the analysis estimated that the fair market value of the common stock as of September 1, 2023 was $1.49 per share.

 Between
September 1, 2023 and July 29, 2024, the Company continued to operate its business in the ordinary course, including consummating additional sales of shares of Series A preferred stock, at the same per share purchase price, in October 2023
and March 2024, and there were no significant developments in its business. As a result, the Board determined that the fair value of the Company’s common stock remained $1.48 per share for each grant date from September 1, 2023 to
July 29, 2024.

 Grants Made On September 27, 2024

On September 27, 2024 the Board granted options to purchase an aggregate of 6,820,000 shares of common stock with an exercise price of
$1.84 per share, which the Board determined to be the fair value of the common stock on the grant date. In making this determination, the Board considered each of the objective and subjective factors discussed above, including the most recent third
party valuation.

 In September 2024, in preparation for additional option grants, the Board requested a new valuation. Given the Company
had closed a Series A-1 preferred stock financing on August 1, 2024, the Board sought a valuation as of that date. The August 1, 2024 valuation was prepared taking further into account the
Company’s sales of shares of Series A-1 preferred stock on August 1, 2024 at a price of $3.30 per share, for aggregate proceeds of $32.0 million. In particular, the August 1, 2024 valuation
determined the Company’s aggregate equity value using a Hybrid Approach that considered a probability-weighted average fair value of the common stock in the following scenarios: (1) the successful completion of the Company’s Phase 1
clinical trials resulting in a near-term IPO transaction, (2) the successful completion of the Company’s Phase 1 clinical trials resulting in a delayed Company sale transaction and (3) the failure of the Company’s Phase 1
clinical trials resulting in a delayed Company sale transaction (a “Weighted-Average Probability of IPO/Sale Discount”). For scenario (1), the Company considered the common stock equivalent methodology and assumed that each share of
preferred stock and common stock is equal to $3.30 per share (the price paid per share for the Series A-1 preferred stock sold on August 1, 2024 in contemporaneous,
arm’s-length transactions with new and existing investors). For scenarios (2) and (3), the Company considered the OPM based on the $3.30 price paid per share of its Series A-1 preferred stock. The analysis consisted of the same six steps as the original September 1, 2023 valuation, except for an updated step four (the equity value was solved such that the probability weighted
value of the Series A-1 preferred stock equaled its issue price of $3.30 per share), updated Marketability Discount and the application of the aforementioned probability-weighted average fair value of the
common stock in the three scenarios.

 The updated Marketability Discount estimate reflected a 15% discount for the near-term IPO scenario
and a 30% discount for both delayed sale scenarios. The Weighted-Average Probability of IPO/Sale Discount estimate reflected (1) a 20% probability for a near-term IPO following a successful completion of the Company’s Phase 1 clinical
trials (with an assumed positive 65% change in value), (2) a 60% probability for a delayed sale following a successful completion of the Company’s Phase 1 clinical trials (with an assumed positive 65% change in value) and (3) a 20%
probability of a delayed sale following a failure of the Company’s Phase 1 clinical trials (with an assumed negative 55% change in value).

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY

 METSERA, INC.

 January 23, 2025

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6

 After backsolving for an implied equity value, inputting reasonably determined Black-Scholes
inputs for equity volatility (base