SecProbe.io

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 Document ACUMEN PHARMACEUTICALS, INC. 1210-1220 Washington Street, Suite 210 Newton, Massachusetts 02465 (617) 344-4190 March 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller RE: Acumen Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-294649) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Acumen Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-294649) (the “ Registration Statement ”) be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on April 1, 2026, or as soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.Danielski@ropesgray.com or (617) 235-4961. Very truly yours, ACUMEN PHARMACEUTICALS, INC. By: /s/ Daniel O’Connell Daniel O’Connell Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 30, 2026

Daniel O'Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
1210-1220 Washington Street, Suite 210
Newton, Massachusetts 02465

 Re: Acumen Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed March 26, 2026
 File No. 333-294649
Dear Daniel O'Connell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas J. Danielski, Esq.
</TEXT>
</DOCUMENT>

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ACUMEN PHARMACEUTICALS, INC.

427 Park Street

Charlottesville, VA 22902

April 22, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Doris Gama

Re:    Acumen Pharmaceuticals, Inc.

Registration Statement on Form S-3 (File No. 333-278280)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on April 24, 2024, or as soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

    Please call Thomas Danielski of Ropes & Gray LLP, counsel to the Company, at (617) 235-4961 as soon as the registration statement has been declared effective.

[Signature page follows]

Very truly yours,

ACUMEN PHARMACEUTICALS, INC.

By:    /s/ Daniel O’Connell

Name:    Daniel O’Connell

Title:    Chief Executive Officer

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
April 2, 2024
Daniel O'Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
427 Park St.
Charlottesville, VA 22902
Re:Acumen Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed March 27, 2024
File No. 333-278280
Dear Daniel O'Connell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas J. Danielski, Esq.

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 ACUMEN PHARMACEUTICALS, INC.

427 Park St.

 Charlottesville,
Virginia 22902

 July 6, 2022

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:

Daniel Crawford

Re:

Acumen Pharmaceuticals, Inc.

Registration Statement on Form S-3 (File No. 333-266004)

Request for Acceleration of Effective Date

 Mr. Crawford:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-266004) (the “Registration Statement”) to become
effective on July 8, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Sarah Sellers of Cooley LLP, counsel to the Registrant, at (212) 479-6370, or in her absence, Katherine Denby at (202)
776-2070.

 [Signature page follows]

Very truly yours,

Acumen Pharmaceuticals, Inc.

By:

 /s/ William Matthew Zuga

William Matthew Zuga

Chief Financial Officer

cc:
 Daniel O’Connell, Acumen Pharmaceuticals, Inc.

Sarah Sellers, Cooley LLP

Katherine Denby, Cooley LLP

 Signature Page to
Company Acceleration Request – S-3

United States securities and exchange commission logo
July 6, 2022
Daniel O’Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
427 Park St.
Charlottesville, VA 22902
Re:Acumen Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-266004
Dear Mr. O’Connell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Katherine Denby

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 June 28, 2021

VIA EDGAR AND EMAIL

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

Attention:

Jeanne Bennett

Mary Mast

David Gessert

Celeste Murphy

          Re:

Acumen Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-256945

 Ladies and Gentleman:

In connection with the above-referenced Registration Statement, we wish to advise you that between June 24, 2021 and the date hereof we
effected the distribution of approximately 711 copies of the Company’s Preliminary Prospectus dated June 24, 2021 to prospective underwriters, institutional investors, prospective dealers, brokers, individuals, rating agencies and others.

 We will comply and have been informed by the other participating underwriters that they will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 As Representatives of the several
underwriters, we hereby join in the request of the Company that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on June 30, 2021, or as soon thereafter as practicable.

 [Signatures follow]

Very truly yours,

BOFA SECURITIES, INC.

CREDIT SUISSE SECURITIES (USA) LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED

As Representatives of the several Underwriters

BOFA SECURITIES, INC.

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Rebecca Kotkin

Name:

Rebecca Kotkin

Title:

Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Nicholas Oust

Name:

Nicholas Oust

Title:

Managing Director

 [Signature Page to
Request for Acceleration of Effectiveness]

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 ACUMEN PHARMACEUTICALS, INC.

427 Park Street

 Charlottesville,
Virginia 22902

June 28, 2021

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Jeanne Bennett

Mary Mast

 David Gessert

Celeste Murphy

RE:
 Acumen Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-256945

 Acceleration Request

 Requested Date:

June 30, 2021

 Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on June 30, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with Katherine Denby of Cooley LLP at (202) 776-2070, or in her absence, Darren DeStefano of Cooley LLP at (703) 456-8034.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining the Company’s request for
acceleration of the effectiveness of the Registration Statement.

 Very truly yours,

Acumen Pharmaceuticals, Inc.

/s/ Daniel O’Connell

Daniel O’Connell

Chief Executive Officer

cc:
 Darren DeStefano, Cooley LLP

Katherine Denby, Cooley LLP

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 Darren DeStefano

 + 703 456
8034

 ddestefano@cooley.com

 June 24, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Jeanne Bennett

 Mary Mast

 David Gessert

 Celeste Murphy

Re:
 Acumen Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 Filed June 9, 2021

 File No. 333-256945

Ladies and Gentlemen:

 On behalf of Acumen Pharmaceuticals,
Inc. (the “Company”), we are providing this letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
Division of Corporation Finance contained in its letter, dated May 25, 2021 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1, filed with
the Commission on June 9, 2021 (the “Registration Statement”).

 The Company is concurrently publicly filing Amendment
No. 1 to its Registration Statement on Form S-1 (the “Amendment”), which reflects changes made in response to certain of the comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Amendment. Capitalized terms used in this letter but not otherwise defined in this letter shall have
the meanings set forth in the Amendment.

 Cooley
LLP     11951 Freedom Dr. #1500 Reston,     VA     20190

 t: (703) 456-8039 f:
(703) 456-8100 cooley.com

 June 24, 2021

Page Two

 Registration
Statement on Form S-1

 Use of Proceeds, page 78

1.
 Refer to comment 5 from our letter dated May 10, 2021. Please disclose your intended use
of the proceeds from the offering. Your disclosure should describe how far the proceeds are expected to enable you to progress in the clinical development of ACU193.

In response to the Staff’s comment relating to the Company’s intended use of proceeds, the Company has updated its disclosure on
pages 7 and 78 of the Registration Statement.

 * * * *

 Cooley
LLP     11951 Freedom Dr. #1500 Reston,     VA     20190

 t: (703) 456-8039 f:
(703) 456-8100 cooley.com

 June 24, 2021

Page Three

 Please direct any
questions or further comments concerning the Registration Statement or this response letter to either the undersigned at (703) 456-8034 or Katherine Denby of Cooley LLP at (202) 776-2070.

Sincerely,

 /s/ Darren DeStefano

Darren DeStefano

cc:
 Daniel O’Connell, Acumen Pharmaceuticals, Inc.

Patrick
 O’Brien, Ropes & Gray LLP

 Cooley
LLP     11951 Freedom Dr. #1500 Reston,     VA     20190

 t: (703) 456-8039 f:
(703) 456-8100 cooley.com

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 Darren K. DeStefano

 VIA EDGAR

 +1 703 456 8034

ddestefano@cooley.com

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Acumen Pharmaceuticals, Inc.

in connection with its Registration Statement on Form S-1 (File
No. 333-256945)

 June 16, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jeanne Bennett

 Mary Mast

David Gessert

 Celeste Murphy

Re:
 Acumen Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed June 9, 2021

Registration No. 333-256945

Ladies and Gentlemen:

 On behalf of Acumen
Pharmaceuticals, 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 10, 2021 (the “Comment Letter”), relating to the Company’s draft Registration Statement on Form S-1 confidentially submitted to the Commission on April 12, 2021
and as further updated by the Company with a Registration Statement on Form S-1 filed with the Commission on June 9, 2021 (the “Registration Statement”), we are submitting this
supplemental letter to further address Comment No. 8 of the Comment Letter. For the convenience of the Staff, we have incorporated the text of Comment No. 8 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).

[***]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and
filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 11951 Freedom Dr. #1500 Reston,
VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 U.S. Securities and Exchange Commission

June 16, 2021

  Page
 2

 Staff Comment

Critical Accounting Estimates and Policies

 Fair Value
of Common Stock, page 94

8.
 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 approximately $[***] to $[***] per share (the
“Preliminary Price Range”) for the initial public offering (“IPO”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which
Preliminary Price Range does not reflect the impact of any potential reverse stock split of the capital stock of the Company that could be effected prior to the effectiveness of the Registration Statement (the “Reverse Stock
Split”). This Preliminary Price Range implies a pre-money valuation range 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, 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 BofA Securities, Inc., Credit Suisse
Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated and UBS Securities LLC, the representatives of the several underwriters for the 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 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
any 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. As a result of these factors and due to the volatility in the securities markets, 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.

 Recent Stock Option Grant Practices

In light of the Company’s development, the Company did not grant any stock options during 2020, during which most of the Company’s
personnel were operating as consultants. Only following the closing of the first tranche of the Company’s Series B convertible preferred stock financing (the “Series B Financing”) did the Company grant stock options to
its service providers on January 4, 2021 (the “January 2021 Stock Options”), the terms of which are described in greater detail below. The January 2021 Stock Options are the only stock options granted by the Company
since January 1, 2020.

[***]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and
filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 11951 Freedom Dr. #1500 Reston,
VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 U.S. Securities and Exchange Commission

June 16, 2021

  Page
 3

 Common Stock Valuation Methodologies

As there has been no public market for the Common Stock to date, the estimated fair value of the Common Stock for purposes of granting the
January 2021 Stock Options, as well as for financial reporting purposes, was determined by the Company’s board of directors (the “Board”), as of the date of grant or other valuation date, as applicable, with input from
management, considering the Company’s (i) recent issuances and sales of its Series B convertible preferred stock (the “Series B Preferred Stock”), (ii) the most recent independent 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 at that time and which may have changed from the date of the most recent third-party valuation through the
applicable valuation date.

 The Board considered various objective and subjective factors to determine the fair value of the Common Stock,
including:

•

 the prices at which the Company sold shares of its convertible preferred stock and the superior rights,
preferences and privileges of its convertible preferred stock relative to the Common Stock at the time of grant, including the significant liquidation preferences of the Company’s convertible preferred stock;

•

 external market conditions affecting the biotechnology industry, including a review of the performance and
metrics of guideline public companies;

•

 the impact on the Company, the biotechnology industry and the general economy due to the COVID-19 pandemic;

•

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

•

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

•

 the likelihood of achieving a liquidity event, such as an IPO in light of the Company’s business prospects
and prevailing market conditions.

 The third-party valuation of 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.

 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 (the “OPM”). The OPM is an allocation method
that considers the current value of equity and then allocates that equity value to the various equity interests considering their rights and preferences. The OPM treats common stock and preferred stock as call options on a company’s equity
value, with exercise prices based on the liquidation preferences of the preferred stock. 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.

[***]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and
filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 11951 Freedom Dr. #1500 Reston,
VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 U.S. Securities and Exchange Commission

June 16, 2021

  Page
 4

•

 Probability-Weighted Expected Return Method (the “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 a 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 factoring in possible future liquidity events.

 In order for the Board to
determine the estimated fair value of the Common Stock, the OPM was utilized for the independent third-party valuations of the Common Stock as of November 20, 2020 (the “November 20, 2020
Valuation”), November 30, 2020 and December 31, 2020 (the “December 31, 2020 Valuation”), as discussed below. The Hybrid Method was utilized for the independent
third-party valuation of the Common Stock as of March 31, 2021 (the “March 31, 2021 Valuation”), as discussed below, taking into account the likelihood of the occurrence of certain discrete events, such as an IPO,
improving market conditions and the receptivity of the market to IPOs.

 After the December 31, 2020 Valuation, the valuation
methodology changed to the use of a Hybrid Method incorporating the remain private scenario and the PWERM, as the Company had obtained better visibility into the timing of a potential IPO, but still considered the uncertainty around the
Company’s value should an IPO not occur. The Hybrid Method is commonly used in these situations and is consistent with guidance from the Practice Aid. In the IPO scenario, the Company assumed that all outstanding shares of its convertible
preferred stock would be 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 had to be made in each of the OPM and Hybrid Method to account for the lack of liquidity that a stockholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).

Common Stock Valuations

 Initial Valuation as
of November 30, 2020 and January 2021 Option Grants

 On December 28, 2020, the Board received a 409A valuation from an
independent third party valuation firm, which valued the Common Stock as of November 30, 2020. This valuation utilized the OPM and estimated the value of the Common Stock to be $0.80 per share as of November 30, 2020.

On January 4, 2021, in approving the January 2021 Stock Options, 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. In estimating the fair value of the Common Stock as of January 4, 2021, the Board
determined that there were no internal or external developments since November 30, 2020 that warranted a change in the estimated fair value of the Common Stock and, accordingly, the Board fixed the exercise price of the January 2021 Stock
Options at $0.80 per share.

[***]
 Certain confidential information contained in this letter, marked by brackets, has been omitted and
filed separately with the Commission pursuant to 17 C.F.R. §200.83.

 Cooley LLP 11951 Freedom Dr. #1500 Reston,
VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 U.S. Securities and Exchange Commission

June 16, 2021

  Page
 5

 Valuations as of November 20, 2020, December 31, 2020 and March 31, 2021

In preparation for the IPO, the Company determined to assess the fair value of its capital stock used for computing stock-based compensation
expense and for valuing the liability associated with the rights of the Series B investors to purchase additional shares of Series B Preferred Stock in a second closing of the Series B Financing (the “Preferred Stock Tranche
Liability”) and the liability related to certain warrants to purchase Series A-1 Preferred Stock (the “Preferred Stock Warrant Liability”). The Company
engaged a new independent third party valuation firm to conduct these valuations. These valuations were conducted as of November 20, 2020 (the initial closing date of the Series B Financing), December 31, 2020 and March 31, 2021. For
the January 2021 Stock Options, the Company measured the grant-date fair value of the awards based on the valuation as of December 31, 2020. The November 20, 2020 Valuation, December 31, 2020 Valuation and March 31, 2021
Valuation are summarized below.

 November 20, 2020 Valuation

On November 20, 2020, the Company entered into the Series B Financing with a syndicate of institutional investors, which transaction was
negotiated at arm’s length. As described in the Registration Statement, the Series B Financing was structured to be funded in two tranches, the first of which was for $45.1 million and the second of which was for $30 million, with the
second tranche conditioned on the achievement, or waiver, of a certain specified milestone. This resulted in the creation of the Preferred Stock Tranche Liability which, in accordance with U.S. GAAP, was required to be valued as of November 20,
2020. As noted above, in connection with the preparation of the financial statements for the IPO, the Company conducted a valuation as of November 20, 2020, which included the valuation of the Preferred Stock Tranche Liability.

As part of the November 20, 2020 Valuation, the Company also estimated the fair value of the Common Stock, which was estimated by using
the OPM. For the OPM, the market approach, specifically the backsolve method, was used to determine the implied total equity value of the Company by accounting for all share class rights and preferences. The backsolve method reflected the
Company’s closing of the first tranche of the Series B Financing, in which it issued

United States securities and exchange commission logo
June 14, 2021
Daniel O’Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
427 Park St.
Charlottesville, VA 22902
Re:Acumen Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-256945
Dear Mr. O’Connell:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Use of Proceeds, page 78
1.Refer to comment 5 from our letter dated May 10, 2021.  Please disclose your intended
use of the proceeds from the offering.  Your disclosure should describe how far the
proceeds are expected to enable you to progress in the clinical development of ACU193.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDaniel O’Connell
 Comapany NameAcumen Pharmaceuticals, Inc.
 June 14, 2021 Page 2
 FirstName LastName
Daniel O’Connell
Acumen Pharmaceuticals, Inc.
June 14, 2021
Page 2
            You may contact Jeanne Bennett at 202-551-3606 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren DeStefano

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CORRESP

 Darren DeStefano

 + 703 456
8034

 ddestefano@cooley.com

 June 9, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Jeanne Bennett

Mary Mast

 David Gessert

Celeste Murphy

Re:
 Acumen Pharmaceuticals, Inc.

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted May 14, 2021

CIK No. 0001576885

 Ladies and
Gentlemen:

 On behalf of Acumen Pharmaceuticals, Inc. (the “Company”), we are providing this letter in response to the comments of
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) Division of Corporation Finance contained in its letter, dated May 25, 2021 (the “Comment
Letter”), relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1, confidentially submitted on May 14, 2021 (the “Draft Registration
Statement”).

 The Company is concurrently publicly filing its Registration Statement on Form S-1 (the
“Registration Statement”), which reflects changes made in response to certain of the comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this letter but not otherwise defined in this letter
shall have the meanings set forth in the Registration Statement.

 Cooley LLP 11951
Freedom Dr. #1500 Reston, VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 June 9, 2021

 Page Two

 Amendment No. 1 to Draft Registration Statement on Form S-1
submitted May 14, 2021

 Prospectus Summary

Our Team, page 3

1.
 We note your revised disclosure in response to prior comment 4. Please expand your disclosure to describe
the nature of the support provided by each institutional investor identified in the first full paragraph on page 4. Additionally, please disclose whether you have agreements with any of the identified investors for the placement of additional
securities of the company.

 In response to the Staff’s comment, the Company has revised its disclosure on pages 4 and 103 of
the Registration Statement to identify the nature of the support provided by the institutional investors identified in the first full paragraph on pages 4 and 103. Pursuant to the Series B stock purchase agreement, certain of these investors are
committed to purchase an aggregate of $30.0 million of additional shares of Series B preferred stock upon the achievement of a certain milestone event or waiver of such requirement, as disclosed on page 158 of the Registration Statement. As
disclosed on pages 91 and 158 in this public filing of the Registration Statement, on June 9, 2021, the Board and the holders of more than 67% of the outstanding shares of Series B preferred stock elected to waive the condition of the milestone
event. The second tranche of the Series B preferred stock financing is anticipated to close prior to the completion of the offering. Following the closing of the second tranche of the Series B preferred stock financing, these investors will have no
continuing obligation to purchase additional securities.

 * * * *

 Cooley LLP 11951
Freedom Dr. #1500 Reston, VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

 June 9, 2021

 Page Three

 Please direct any questions or further comments concerning the Registration Statement or this response letter
to either the undersigned at (703) 456-8034 or Katherine Denby of Cooley LLP at (202) 776-2070.

Sincerely,

/s/ Darren DeStefano

cc:
 Daniel O’Connell, Acumen Pharmaceuticals, Inc.

Patrick O’Brien, Ropes & Gray LLP

 Cooley LLP 11951
Freedom Dr. #1500 Reston, VA 20190

 t: (703) 456-8039 f: (703) 456-8100 cooley.com

United States securities and exchange commission logo
May 25, 2021
Daniel O’Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
427 Park St.
Charlottesville, VA 22902
Re:Acumen Pharmaceuticals, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 14, 2021
CIK No. 0001576885
Dear Mr. O’Connell:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Team, page 3
1.We note your revised disclosure in response to prior comment 4.  Please expand your
disclosure to describe the nature of the support provided by each institutional
investor identified in the first full paragraph on page 4.  Additionally, please disclose
whether you have agreements with any of the identified investors for the placement of
additional securities of the company.

 FirstName LastNameDaniel O’Connell
 Comapany NameAcumen Pharmaceuticals, Inc.
 May 25, 2021 Page 2
 FirstName LastName
Daniel O’Connell
Acumen Pharmaceuticals, Inc.
May 25, 2021
Page 2
            You may contact Jeanne Bennett at 202-551-3606 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren DeStefano

United States securities and exchange commission logo
May 10, 2021
Daniel O’Connell
Chief Executive Officer
Acumen Pharmaceuticals, Inc.
427 Park St.
Charlottesville, VA 22902
Re:Acumen Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted April 12, 2021
CIK No. 0001576885
Dear Mr. O’Connell:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
Prospectus Summary
Our Differentiated Approach to the Treatment of AD, page 2
2.Please revise throughout to remove any inference regarding regulatory approval or the
safety, tolerability and efficacy of your product candidates or explain to us why these

 FirstName LastNameDaniel O’Connell
 Comapany NameAcumen Pharmaceuticals, Inc.
 May 10, 2021 Page 2
 FirstName LastName
Daniel O’Connell
Acumen Pharmaceuticals, Inc.
May 10, 2021
Page 2
statements are appropriate given the early stage of your product candidates.  We note, by
way of example, the statements that your product candidate, ACU193:
•has the potential for improved efficacy and for a favorable safety profile and
tolerability allowing higher dosing on page 2 under the section Our Differentiated
Approach to the Treatment of AD; and
•"has the potential to be an effective and safe therapy for the treatment of AD"; and
•is positioned "to be potentially best-in-class" on pages 3 and 100, and a similar
statement on page 107.
Summary of Our Nonclinical Data, page 3
3.Please expand to disclose the nonclinical studies from which you base your statements
related to ACU193.
Our Team, page 3
4.We note that you identify certain entities on page 4 as investors in your company, several
of which do not appear to be among your principal stockholders as disclosed on page 160.
If material, please expand your disclosure to describe the nature of each named entity's
investment in you or explain to us why including this information is appropriate.
Use of Proceeds, page 78
5.Please disclose your intended use of the proceeds from the offering in your next
amendment or public filing.  Your disclosure should describe how far the proceeds are
expected to enable you to progress in the clinical development of ACU193.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Sources of Liquidity, page 90
6.You state on page 90 that upon achievement of a certain milestone event for ACU193, or
upon election of the Series B investors to waive the requirement for the milestone event to
be achieved prior to its achievement, you are obligated to issue and sell a second tranche
of Series B shares to the Series B purchasers for gross proceeds of $30.0 million. On page
85 you refer to certain defined clinical milestones. Please clarify the nature of the clinical
milestone and anticipated timing and if it is likely the purchasers will waive the
requirement for the milestone event prior to the IPO.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses, page 90
7.Please revise to provide more detail of the specific nature of your research and
development expenses for each period presented.

 FirstName LastNameDaniel O’Connell
 Comapany NameAcumen Pharmaceuticals, Inc.
 May 10, 2021 Page 3
 FirstName LastName
Daniel O’Connell
Acumen Pharmaceuticals, Inc.
May 10, 2021
Page 3
Critical Accounting Estimates and Policies
Fair Value of Common Stock, page 94
8.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.
Principal Stockholders, page 160
9.Please ensure that you identify the natural persons who are the beneficial owners of the
shares held by the 5% or greater stockholder identified in your table.
Financial Statements
Statements of Operations, page F-4
10.Given the automatic conversion upon the completion of this offering of all of your
convertible preferred stock into shares of common stock, please tell us how you
considered providing a pro forma presentation of the affected line items on the face of
your balance sheet as well as pro forma loss per share on the face of your statements of
operations and related footnote discussion thereof.
Item 15. Recent Sales of Unregistered Securities
Issuances of Preferred Stock, page II-2
11.Please expand your disclosure related to Issuances of Preferred Stock to name the persons
or more clearly identify the class of persons to whom the securities were sold and indicate
the section of the Securities Act or the rule of the Commission under which exemption
from registration was claimed.  Refer to Item 701 of Regulation S-K for guidance.
            You may contact Jeanne Bennett at 202-551-3606 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren DeStefano