SecProbe.io

CORRESP
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 AVALONBAY COMMUNITIES, INC.

 4040 Wilson Blvd., Suite 1000

 Arlington, Virginia 22203

 May 5, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt

 Re:
 AvalonBay Communities, Inc.

 Registration Statement on Form S-3

 Filed April 29, 2026 (File No. 333-295410)

 Dear Mr. Holt:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, AvalonBay Communities, Inc. (the "Registrant") hereby requests acceleration of effectiveness of its
registration statement on Form S-3 (File No. 333-295410), to 5:00 p.m., Eastern Time, on May 8, 2026, or as soon as practicable
thereafter.

 Please contact Chloe E. Pletner of Goodwin Procter
LLP, counsel to the Registrant, at (617) 570-1342 to provide notice of effectiveness, or if you have any questions or comments concerning
this request.

 Very truly yours,

 AvalonBay Communities, Inc.

 By:
 /s/ Lee N. Davis

 Name:
 Lee N. Davis

 Title:
 Vice President & Assistant General Counsel

<DOCUMENT>
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<TEXT>
 May 4, 2026

Benjamin W. Schall
Chief Executive Officer and President
AvalonBay Communities, Inc.
4040 Wilson Blvd., Suite 1000
Arlington, VA 22203

 Re: AvalonBay Communities, Inc.
 Registration Statement on Form S-3
 Filed April 29, 2026
 File No. 333-295410
Dear Benjamin W. Schall:

 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 Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Steven R. Green
</TEXT>
</DOCUMENT>

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 Piper Sandler & Co.

 800 Nicollet Mall

 Minneapolis, Minnesota 55402

 Stephens Inc.

 111 Center Street

 Little Rock, Arkansas 72201

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Avidbank Holdings, Inc.

 CIK No. 0001443575

 Registration Statement on Form S-1 (File No. 333-288743)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), we, as representatives of the several underwriters, hereby join in the request of Avidbank
Holdings, Inc. (the "Company"), for acceleration of the effective date of the above-referenced Registration Statement on Form
S-1 so that it becomes effective as of 4:30 p.m. Eastern Time on August 7, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Manatt, Phelps & Phillips, LLP, request by telephone that such Registration Statement
be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

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

 Very truly yours,

 Piper Sandler & Co.

 Stephens Inc.

 As Representatives of the several Underwriters listed

 in Schedule I of the Underwriting Agreement

 PIPER SANDLER & CO.

 By:
 /s/ Neil Riley

 Name:
 Neil Riley

 Title:
 Managing Director

 STEPHENS INC.

 By:
 /s/ Scott Studwell

 Name:
 Scott Studwell

 Title:
 Managing Director

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 AVIDBANK HOLDINGS, INC.

 1732 North First Street, 6th Floor

 San Jose, CA 95112

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: AVIDBANK HOLDINGS, INC.

 Registration Statement on Form S-1 (File No.
333-288743) (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Avidbank Holdings, Inc. hereby respectfully requests that the effectiveness of the above-captioned Registration
Statement on Form S-1, be accelerated to 4:30 p.m., Eastern Time, on August 7, 2025, or as soon thereafter as practicable.

 Please contact Craig Miller at (415) 291-7415
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP with any questions and please notify the listed as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance
and cooperation in this matter.

 Sincerely,

 AVIDBANK HOLDINGS, INC.

 By:
 /s/ Patrick Oakes

 Name:
 Patrick Oakes

 Title:
 Executive Vice President and Chief Financial Officer

 cc: Manatt, Phelps & Phillips, LLP

CORRESP
 1
 filename1.htm

 Craig
D. Miller
 Manatt,
Phelps & Phillips, LLP
 Direct
Dial: (415) 291-7415
 cmiller@manatt.com

 July
30, 2025
 Client-Matter:
 42555-043

 VIA
EDGAR

 U.S.
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE

 Washington,
D.C. 20549

 Re:
 Avidbank
 Holdings, Inc.

 Registration
Statement on Form S-1
 Submitted
July 18, 2025

 CIK
 No. 0001443575

 Ladies
and Gentlemen:

 On
behalf of our client, Avidbank Holdings, Inc. (the " Company "), we hereby respectfully provide responses to comments
of the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") issued
pursuant to our oral discussion with the Staff on July 29, 2025 (the " Comments ") relating to the Company's Registration
Statement on Form S-1 (File No. 333-288743) as submitted with the Commission on July 18, 2025 (the " S-1 ").

 In
response to our discussions with the Staff and in connection with our proposed S-1/A submitted to the Commission via a Correspondence
Letter from July 22, 2025, we intend to further revise our disclosures on the following pages of the draft Amendment No.1 to S-1 (the
" S-1/A "), as attached hereto as Redline 1 , to (i) clarify risks associated with our Venture Lending
business by including a separate risk factor on page 29, (ii) enhance the liquidity risk disclosure on page 92 and (iii) update the beneficial
ownership information of the Company's 5% or more shareholders pursuant to Item 403 of the Regulation S-K on pages 147 - 148.

 Should
you have any questions regarding the foregoing responses or additional comments regarding our proposed edits to the S-1/A in connection
with the Commission's Comments, please do not hesitate to contact Craig Miller at 415.291.7415 or Veronica Lah at 310.312.4130.

 Sincerely
 yours,

 /s/
 Craig D. Miller

 Craig
 D. Miller

 cc: Avidbank
Holdings, Inc.

CORRESP
 1
 filename1.htm

 Craig D. Miller
 Manatt, Phelps & Phillips, LLP
 Direct Dial: (415) 291-7415
 cmiller@manatt.com

 Client-Matter: 42555-043

 July 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Avidbank Holdings, Inc.

 Registration Statement on Form S-1
 Submitted July 18, 2025

 CIK No. 0001443575

 Ladies and Gentlemen:

 On behalf of our client, Avidbank Holdings, Inc. (the " Company "), we hereby respectfully provide responses to comments of the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") issued in a letter dated July 17, 2025 (the " Staff's Letter ") relating to the Company's Amendment No. 2 to Draft Registration Statement on Form S-1 as submitted with the Commission on July 9, 2025 (the " DRS Amendment No. 2 ") and to our oral discussion with the Staff on July 18, 2025 (the " Oral Comments, " and together with the Staff's Letter, the " Comments ") relating to the DRS Amendment No.2 and the Company's Registration Statement on Form S-1 (File No. 333-288743) as submitted with the Commission on July 18, 2025 (the " S-1 ").

 In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff's Letter and pursuant to our July 18 th meeting, below. The Comments are set forth below in bold font and our response follows each respective Comment. For each Comment, we have attached the corresponding redlines of the S-1 against the draft Amendment No.1 to Registration Statement on Form S-1 (the " S-1/A ") that the Company intends to file after the Commission's review of the proposed edits herein and as part of the next amendment to the Form S-1.

 Amendment No. 2 to the Draft Registration Statement on Form S-1 filed on July 9, 2025

 Summary, page 1

 1.
 "We note your response to prior comment 1 on pages 12-13 and 105-107 and your statement that loans are categorized to banking divisions based on product type and source of repayment, and that the nature and stage of the borrower's business are not material to this classification. However, your response does not clearly explain how the company determines the appropriate category for borrowers that exhibit characteristics common to more than one division. For example, with a view to revised disclosure, advise us whether a VC-funded technology or other company could also fit in the Specialty Finance division if it receives accounts receivable lending or if a VC-funded company might also meet the criteria for Corporate Banking if characteristics of the product type or source of repayment overlap with that division. Also with a view to disclosure, advise us to what extent subjectivity is involved in making these determinations and, if so, what criteria are used."

 Response: In response to the Staff's Comment, the S-1/A on pages 12-13 and on pages 105-107, as attached hereto as Redline 1 , will be revised to clarify how the Company generally determines appropriate categories for borrowers' based on characteristics at loan origination, including product type and source of repayment. Once the loan is originated, the Company, occasionally, may re-categorize the loan into a different division in order to manage risk, but these changes are not material to the Company's business.

 Attention: U.S. Securities and Exchange Commission

 Re: Avidbank Holdings, Inc.; Amendment No. 1 to Registration Statement on Form S-1

 July 22, 2025

 Page 2

 2.
 Additional Revisions

 In response to our discussions with the Staff, we intend to further revise our disclosures on the following pages of the S-1/A, as attached hereto as Redline 2 , to (i) refine the risks associated with our venture lending portfolio on pages 22 and 25; (ii) provide enhanced disclosure around how we manage risk and the role of our various risk management committees on pages 14, 90-92 and 107, and (iii) amplify language around our deposit funding and characteristics on pages 32 and 92.

 Should you have any questions regarding the foregoing responses or additional comments regarding our proposed edits to the S-1/A in connection with the Commission's Comments, please do not hesitate to contact Craig Miller at 415.291.7415 or Veronica Lah at 310.312.4130.

 Sincerely yours,

 /s/ Craig D. Miller

 Craig D. Miller

 cc:
 Avidbank Holdings, Inc.

 Manatt, Phelps & Phillips, LLP One Embarcadero Center, 30th Floor, San Francisco, California 94111

 Tel: 415.291.7400 Fax: 415.291.7474

 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

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<TEXT>
 July 17, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Amendment No. 2 to the Draft Registration Statement on Form S-1
 Submitted July 9, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your amended draft registration statement and have the
following
comment.

 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 the comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 2, 2025 letter.

Amendment No. 2 to the Draft Registration Statement on Form S-1
Summary, page 1

1. We note your response to prior comment 1 on pages 12-13 and 105-107 and
your
 statement that loans are categorized to banking divisions based on
product type and
 source of repayment, and that the nature and stage of the borrower's
business are not
 material to this classification. However, your response does not clearly
explain how
 the company determines the appropriate category for borrowers that
exhibit
 characteristics common to more than one division. For example, with a
view to
 revised disclosure, advise us whether a VC-funded technology or other
company
 July 17, 2025
Page 2

 could also fit in the Specialty Finance division if it receives accounts
receivable
 lending or if a VC-funded company might also meet the criteria for
Corporate
 Banking if characteristics of the product type or source of repayment
overlap with that
 division. Also with a view to disclosure, advise us to what extent
subjectivity is
 involved in making these determinations and, if so, what criteria are
used.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 July 2, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 3, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your amended draft registration statement and have the
following
comments.

 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 a comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our May 9, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Summary, page 1

1. We note the response to prior comment 12 and the pie chart on page 7.
With a view to
 clarifying disclosure, advise us of the extent to which borrowers may
fall under more
 than one of the following three categories: Venture Lending, Specialty
Finance and
 Corporate Banking. If material, to provide context for the concentration
in loan and
 borrower characteristics, further clarify how you determine which
category to use. For
 example, we note technology companies appear to be borrowers in all
three
 categories, but it is unclear if the only distinguishing characteristic
for technology
 July 2, 2025
Page 2

 companies in the Venture Lending group is that they are VC-backed.
Alternatively, it
 is unclear if it is sufficient for them to meet the revenue and
profitability
 characteristics ("negative operating cash flows and no record of
profitability") without
 being VC-backed. It is also unclear if there are any technology
companies in the
 Specialty Finance or Corporate Banking groups that could be
"early-stage, growth-
 stage [or] late-stage technology companies."
Specialty Finance Division, page 103

2. We note the revised disclosure that you continue to shift the mix of
Venture Lending
 clients to a larger concentration of expansion and later stage venture
companies,
 "which are typically approaching or have achieved positive operating
cash flows." If
 material, please further clarify the extent of this trend by, for
example, providing an
 approximate percentage of Venture Lending clients that have achieved
positive
 operating cash flows as compared to the previous financial statement
period.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 May 9, 2025

Mark D. Mordell
Chief Executive Offcier
Avidbank Holdings, Inc.
1732 North First Street
6th Floor
San Jose, CA 95112

 Re: Avidbank Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0001443575
Dear Mark D. Mordell:

 We have reviewed your draft registration statement and have the
following comments.

 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 a comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration on Form S-1
Financial Performance & Positioning, page 3

1. We note your statement on page 3 that during 2023 you faced significant
challenges
 due to several high-profile bank failures but "quickly navigated these
challenges by
 implementing strategic measures to fortify our balance sheet and
maintain our clients
 confidence." Please revise to quantify the impact on growth and
profitability to
 provide context and further clarify the measures you implemented.
Growing Foundation of Core Deposits, page 10

2. We note your disclosure that brokered deposits totaled $70.8 million as
of December
 31, 2024, down from $96.1 million in 2023. However, you also disclose
that, due to
 May 9, 2025
Page 2

 exceeding the 20% cap on reciprocal deposits under FDIC regulations, an
additional
 $470 million of deposits were classified as brokered. Please revise your
disclosure to
 clarify the total amount of deposits classified as brokered under
applicable FDIC
 rules. Additionally, discuss the potential implication of these
classifications, if
 material, on your liquidity position. In this regard, please revise the
first risk factor on
 page 39 to quantify your qualifying reciprocal deposits as of the most
recent
 practicable date, which will provide context regarding the reference to
amounts that
 exceed the FDIC's 20% regulation.
Summary of Risk Factors, page 25

3. We note that your risk factors exceed 15 pages. Please revise the
summary risk factors
 to be no more than two pages. Refer to Item 105(b) of Regulation S-K.
Risk Factors
Our business and operations are concentrated in California, page 28

4. We note from your disclosure that a significant portion of your loan
portfolio is
 concentrated in the San Francisco Bay Area. Please revise your
disclosure to include a
 more detailed discussion of the risks associated with this geographic
concentration. In
 particular, consider discussing regional economic trends and declines in
commercial
 real estate values and office-occupancy that could materially impact
property values.
Our largest deposit relationships currently, page 39

5. We note your risk factor disclosure that your 10 largest deposit
relationships represent
 approximately $440 million or 23% of total deposits. Please revise here
or where
 appropriate to provide additional disclosure regarding these depositors,
such as
 whether they are concentrated in a particular industry or geography and
whether their
 deposit relationships are contractual or relationship based.
Management's Discussion and Analysis of Financial Condition
Results of Operations, page 71

6. We note the statement in Use of Proceeds that you may engage in
repositioning of a
 substantial portion of your available-for-sale securities portfolio.
Please revise to
 address the reasonably likely impact to your balance sheet. It appears
that it may
 reasonably likely result in a material event or uncertainty that is
reasonably likely to
 cause reported financial information not to be necessarily indicative of
future
 operating results or of future financial condition. See Item 303(a) of
Regulation S-K.
7. We note references to your low-cost of deposits and funding. Please
revise here or
 where appropriate to provide, in a tabular form, information regarding
average
 balances of loans and borrowings and effective interest yields and cost
of funds rates.
 To the extent material, clarify differences in costs among sources of
funding,
 including from the reciprocal deposit network and One-Way Buy deposits.
Loans, page 76

8. We note your disclosure on page 77 that Venture loans totaled $263.4
million as of
 December 31, 2024 and represented 14% of your total loan portfolio, and
that
 repayment of these loans may be dependent upon receipt by borrowers of
additional
 May 9, 2025
Page 3

 equity financing from venture firms or others, or in some cases, a
successful sale to a
 third party, public offering or other form of liquidity event. We further
note disclosure
 on page 69 that Venture loans are made to companies with modest or
negative cash
 flows and no established record of profitable operations. Please revise
your filing,
 where appropriate, to disclose in detail: (i) your origination policies
and procedures
 for your Venture loans; (ii) typical loan terms, including when receipt
of equity
 warrants may occur; and (iii) how you monitor the borrower s
performance and the
 collection of these loans subsequent to origination.
Risk Framework, page 87

9. We note the statement on page 4 that a key initiative started in 2023 was
bolstering
 your treasury management team, which was involved in responding to these
recent
 industry-wide deposit liquidity challenges. Please revise the ALCO
discussions on
 page 88, 90 or where appropriate to clarify whether and how the treasury
management
 team was made a part of the ALCO, and if not, how the treasury management
team's
 role relates to the ALCO. Additionally, clarify the steps you took in
2023 and 2024 to
 bolster the treasury management team.
Financial Performance & Positioning, page 93

10. We note your statement on page 13 and elsewhere that you reduced
uninsured
 deposits from 85% as of December 31, 2022 to 33% as of December 31, 2024
through
 expanded insurance solutions. However, we note your statement on page 93
that you
 decreased your uninsured deposits to 33% as of December 31, 2023. Please
reconcile
 these statements and also revise to describe the nature of your insurance
solutions, any
 material terms or limitations, associated costs, and any risks these
arrangements may
 present.
11. Please revise to clarify how in your experience "venture relationships
traditionally
 generate higher deposit balances relative to loan demand" and explain the
extent to
 which this impacts your risk profile. For example, please address
material impacts
 of Venture Lending, which appears to be approximately 16% of your loan
portfolio,
 contributing approximately 36% of your deposit funding.
12. Please revise here and page 15 or where appropriate to explain how you
define a
 "venture-backed technology" company. In this regard, it is unclear if the
venture-
 backed technology companies constitute all of your borrowers with
"negative cash
 flows and no established record of profitable operations."
Scalable Business Model and Expense Management, page 104

13. We note your statement that you "intend to selectively incorporate
artificial
 intelligence ( AI ) to enhance employee efficiency by automating
routine tasks and
 streamlining workflows." If material, revise to describe in greater
detail your specific
 plans to implement AI, including the anticipated timing and any material
steps you
 have already taken or plan to take toward implementation.
 May 9, 2025
Page 4

Business
Competition, page 107

14. We note the references to your venture lending and specialty finance
teams and how
 they compete nationally and in the Bay Area. Please revise to address
 your competitive position in these industries and clarify the methods of
competition.
Securities Ownership of Certain Beneficial Owners and Management, page 146

15. Please disclose the natural persons who have voting and dispositive
control over the
 shares owned by all entities listed as greater than 5% shareholders in
the
 beneficial ownership table.
 Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Craig Miller
</TEXT>
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CORRESP
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 CORRESP

 May 9, 2025
 Via Edgar U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Avidia Bancorp, Inc.
   Registration Statement on Form S-1 (Commission File No. 333-285815)   Request for Acceleration of Effective Date
 To Whom It May Concern: Avidia
Bancorp, Inc. hereby requests that the effective date of the above referenced Registration Statement on Form S-1, as amended, be accelerated to May 13, 2025, at 11:00 a.m., Eastern time, or as soon
thereafter as is practicable. Please contact Victor L. Cangelosi, of Luse Gorman, PC ((202)
 274-2028), if you have any questions concerning this matter.

 Very truly yours,

 Robert D. Cozzone

 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 CORRESP

 May 9, 2025 Via
Edgar U.S. Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549

 Re:
 Avidia Bancorp, Inc.
 Registration Statement on Form S-1 (Registration Number
 333-285815) Request for Acceleration of Effectiveness
 To Whom It May Concern: In accordance with Rule
461 of Regulation C promulgated under the Securities Act of 1933, we hereby join Avidia Bancorp, Inc. in requesting that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 11:00 a.m.,
Eastern time, on May 13, 2025, or as soon thereafter as may be practicable.

 KEEFE, BRUYETTE & WOODS, INC.

 By:

 /s/ Patricia A. McJoynt

 Patricia A. McJoynt

 Managing Director

CORRESP
 1
 filename1.htm

 CORRESP

 LUSE GORMAN, PC
 Attorneys at Law 5335
WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015
 TELEPHONE (202) 274-2000
 Facsimile (202) 362-2902
 www.luselaw.com

 WRITER’S DIRECT DIAL NUMBER

 WRITER’S E-MAIL

 (202) 274-2028

 vcangelosi@luselaw.com
 May 6, 2025
 Via EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, DC 20549

 Re:
 Avidia Bancorp, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-285815
 To Whom It May Concern: On behalf of Avidia
Bancorp, Inc. (the “Company”), filed herewith is its Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, including exhibits (the
“Amended Registration Statement”), which is marked pursuant to SEC Rule 472. The Staff’s comment, transmitted by letter dated May 2, 2025, is reproduced below, followed by the Company’s response.
 Amendment No. 1 to Registration Statement on Form S-1
 Loan Approval Procedures, Loans to One Borrower Limit and Lending Authority, page 79
 1.   We note your disclosure on page 37 that your current underwriting standards have evolved since the $25 million land loan discussed in
Loan Matter was originated. Please revise your disclosure here to discuss how your underwriting standards have evolved, including any change to the governance provided by the Executive Committee for outstanding loans to identify any other loans that
may not meet your revised underwriting standards. The requested disclosure has been added to page 71 of the Prospectus.

 L USE G ORMAN , PC
 United States Securities and Exchange Commission Division of
Corporation Finance May 6, 2025 Page
 2

 If you have any questions, please contact the undersigned.

 Very truly yours,

 /s/ Victor L. Cangelosi

 Victor L. Cangelosi
 Enclosure

 cc:
 Victor Cecco, SEC
 Robert Klein, SEC Madeleine Joy
Mateo, SEC Christian Windsor, SEC
 Robert D. Cozzone, Avidia Bancorp, Inc.
 Barry H. Jensen, Avidia Bancorp, Inc.
 Lawrence M.F. Spaccasi, Esq.
 Kent M. Krudys, Esq.

<DOCUMENT>
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<TEXT>
 May 2, 2025

Robert D. Cozzone
President and CEO
Avidia Bancorp, Inc.
42 Main Street
Hudson, MA 01749

 Re: Avidia Bancorp, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-285815
Dear Robert D. Cozzone:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 8,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Loan Approval Procedures, Loans to One Borrower Limit and Lending Authority,
page 79

1. We note your disclosure on page 37 that your current underwriting
standards have
 evolved since the $25 million land loan discussed in Loan Matter was
originated.
 Please revise your disclosure here to discuss how your underwriting
standards have
 evolved, including any change to the governance provided by the
Executive
 Committee for outstanding loans to identify any other loans that may not
meet your
 revised underwriting standards.
 May 2, 2025
Page 2

 Please contact Victor Cecco at 202-551-2064 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at
202-551-3419 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Victor L. Cangelosi, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 LUSE GORMAN, PC
 Attorneys at Law 5335
WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015
 TELEPHONE (202) 274-2000
 Facsimile (202) 362-2902
 www.luselaw.com

 WRITER’S DIRECT DIAL NUMBER

 WRITER’S E-MAIL

 (202) 274-2028

 vcangelosi@luselaw.com
 April 25, 2025
 Via EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, DC 20549

 Re:

 Avidia Bancorp, Inc.

 Registration Statement on Form S-1

 Filed March 14, 2025

 File No. 333-285815
 To Whom It May Concern:
 On behalf of Avidia Bancorp, Inc. (the “Company”), filed herewith is its Pre-Effective
Amendment No. 1 to Registration Statement on Form S-1, including exhibits (the “Amended Registration Statement”), which is marked pursuant to SEC Rule 472. The Staff’s comments, transmitted
by letter dated April 8, 2025, are reproduced below, followed by the Company’s responses. The Amended Registration Statement includes a “Recent Developments” section containing unaudited consolidated financial information as of
and for period ended March 31, 2025, beginning on page 35 of the Prospectus. Registration Statement on Form
 S-1 Business Strategy, page 2
 1. We note your disclosure that you are in the process of developing and implementing a digital deposit account opening system and are currently
developing a comprehensive cloud-based resource known as a “data lake.” Please further describe the “data lake” and its role in your business. Please also describe the status of these development efforts.
 The disclosure on pages 2 and 68 of the Prospectus has been revised.

 L USE G ORMAN , PC
 United States Securities and Exchange Commission Division of
Corporation Finance April 25, 2025 Page
 2
 The geographic concentration of
our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy, page 18 2. Please revise this risk
factor to discuss, as appropriate, the factors that may impact your primary market area. For instance, discuss factors that impact your primary market area’s commercial real estate market.
 The disclosure on page 18 of the Prospectus has been revised.
 Risks Related to Payments Processing Activities, page 19
 3. We note your disclosure on page 81 that there are concentrations in deposits related to your card acquiring business. Revise the appropriate risk
factor to discuss the potential risks related to concentration of deposits by your merchant and ISO clients. The disclosure on pages
19 and 20 of the Prospectus has been revised. The contribution to the charitable foundation will dilute your ownership, page 32
 4. Please revise the narrative disclosure in this risk factor to quantify the potential dilution of an investor’s ownership interest in Avidia at
the midpoint of the offering as a result of the contribution to the charitable foundation. Additional disclosure has been added to
page 32 of the Prospectus. Commercial and Industrial Loans, page 70
 5. We note that loans to condominium associations are among your largest grouping of loans. We also note that your largest concentration of these
loans that are outside of your home market area are in Florida, including your largest single loan. Please discuss the extent to which you conduct ongoing monitoring of your condominium loans. For example, do you monitor the need for assessments by
Florida based condominiums for salt water corrosion and concrete damage and the ability of those associations to successfully collect the assessments owed by their members? Consider also revising your risk factors discussion of the risks posed by
your lending business in the Risk Factors section based on your response. The disclosure on page 76 of the Prospectus has been
revised. Additionally, a new risk factor devoted to condominium association lending has been added to page 17 of the Prospectus.

 L USE G ORMAN , PC
 United States Securities and Exchange Commission Division of
Corporation Finance April 25, 2025 Page
 3
 Subsidiary Activities, page 84
 6. We note the discussion of your subsidiary activities. Please expand upon the description of your subsidiaries’ businesses. If
material to your business, please describe how such subsidiaries generate revenue or advise. In this regard, we note your disclosure on page F-5 that non-interest income
includes investment commissions. The disclosure on page 90 of the Prospectus has been revised.
 The investment commissions disclosed in the income statement on page F-5 of the Prospectus are
unrelated to the two subsidiaries that hold investment securities. Rather, these commissions relate to investment management services offered by Avidia Bank. Additional disclosure has been added, also on page 90 of the Prospectus, to describe the
investment management services. Business Background of Our Directors, page 98
 7. We note that for a number of your Directors, the business positions held during the last five years is unclear from the disclosure. For instance,
it is unclear when Mr. Saul began work for NVIDIA. Refer to Item 401(e)(1) of Regulation S-K.
 Additional disclosure has been added to pages 105 and 106 of the Prospectus.
 *  *  *
 If you have any questions, please contact the undersigned.
 Very truly yours,
 /s/ Victor L. Cangelosi
 Victor L. Cangelosi Enclosure

 cc:

 Victor Cecco, SEC

 Robert Klein, SEC

 Madeleine Joy Mateo, SEC

 Christian Windsor, SEC

 Robert D. Cozzone, Avidia Bancorp, Inc.

 Barry H. Jensen, Avidia Bancorp, Inc.

 Lawrence M.F. Spaccasi, Esq.

 Kent M. Krudys, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Robert D. Cozzone
President and CEO
Avidia Bancorp, Inc.
42 Main Street
Hudson, MA 01749

 Re: Avidia Bancorp, Inc.
 Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-285815
Dear Robert D. Cozzone:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1
Business Strategy, page 2

1. We note your disclosure that you are in the process of developing and
implementing a
 digital deposit account opening system and are currently developing a
comprehensive
 cloud-based resource known as a "data lake." Please further describe the
"data lake"
 and its role in your business. Please also describe the status of these
development
 efforts.
The geographic concentration of our loan portfolio and lending activities makes
us vulnerable
to a downturn in the local economy, page 18

2. Please revise this risk factor to discuss, as appropriate, the factors
that may impact
 your primary market area. For instance, discuss factors that impact your
primary
 market area's commercial real estate market.
 April 8, 2025
Page 2
Risks Related to Payments Processing Activities, page 19

3. We note your disclosure on page 81 that there are concentrations in
deposits related to
 your card acquiring business. Revise the appropriate risk factor to
discuss the
 potential risks related to concentration of deposits by your merchant
and ISO clients.
The contribution to the charitable foundation will dilute your ownership, page
32

4. Please revise the narrative disclosure in this risk factor to quantify
the
 potential dilution of an investor's ownership interest in Avidia at the
midpoint of the
 offering as a result of the contribution to the charitable foundation.
Commercial and Industrial Loans, page 70

5. We note that loans to condominium associations are among your largest
grouping of
 loans. We also note that your largest concentration of these loans that
are outside of
 your home market area are in Florida, including your largest single
loan. Please
 discuss the extent to which you conduct ongoing monitoring of your
condominium
 loans. For example, do you monitor the need for assessments by Florida
based
 condominiums for salt water corrosion and concrete damage and the
ability of those
 associations to successfully collect the assessments owed by their
members? Consider
 also revising your risk factors discussion of the risks posed by your
lending business
 in the Risk Factors section based on your response.
Subsidiary Activities, page 84

6. We note the discussion of your subsidiary activities. Please expand upon
the
 description of your subsidiaries' businesses. If material to your
business, please
 describe how such subsidiaries generate revenue or advise. In this
regard, we note
 your disclosure on page F-5 that non-interest income includes investment
 commissions.
Business Background of Our Directors, page 98

7. We note that for a number of your Directors, the business positions held
during the
 last five years is unclear from the disclosure. For instance, it is
unclear when Mr. Saul
 began work for NVIDIA. Refer to Item 401(e)(1) of Regulation S-K.
 April 8, 2025
Page 3

 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.

 Please contact Victor Cecco at 202-551-2064 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at
202-551-3419 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Victor L. Cangelosi, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Citigroup Global Markets Inc.

383 Greenwich Street

New York, New York 10013

January 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Christopher Edwards

Suzanne Hayes

Division of Corporation Finance

Office of Life Sciences

Re: ArriVent BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-276397

Acceleration Request

Requested Date: January 25, 2024

Requested Time: 5:00 P.M. Eastern Time

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives
of the several underwriters, hereby join in the request of ArriVent BioPharma, Inc. (the “Company”) for acceleration
of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 5:00 P.M., Eastern Time, on January 25,
2024, or as soon thereafter as practicable or at such later time as the Company or its outside counsel, Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, please
be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution of the
preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

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

[Signature Page Follows]

    Very truly yours,

    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Lyla Maduri

    Name: Lyla Maduri

    Title: Managing Director

    JEFFERIES LLC

    By:
    /s/ Charles Glazer

    Name: Charles Glazer

    Title: Managing Director

    CITIGROUP GLOBAL MARKETS INC.

    By:
    /s/ Lin Yan

    Name: Lin Yan

    Title: Managing Director

[Signature
Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

ArriVent BioPharma, Inc.

18 Campus Boulevard,
Suite 100

Newtown Square, PA 19073

January 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christopher Edwards and Suzanne Hayes

Re: ArriVent BioPharma, Inc.

Registration Statement on Form S-1, as
amended (File No. 333-276397)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, ArriVent BioPharma, Inc. (the “Company”) hereby requests
that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration
Statement effective as of 5:00 p.m. Eastern time, on January 25, 2024, or as soon thereafter as possible, or at such other time
as its legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”), may request by telephone to the
staff of the Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with John Rudy of Mintz at (617) 348-3050 or, in his absence, Nishant Dharia of Mintz
at (212) 692-8174.

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

    Very truly yours,

    ArriVent BioPharma, Inc.

    /s/ Zhengbin (Bing) Yao

    By: Zhengbin (Bing) Yao, Ph.D.

    Title: Chairman, Chief Executive Officer
    and Director

 cc: Winston Kung, MBA, Chief Financial Officer and Treasurer, ArriVent
BioPharma, Inc.

James Kastenmayer, Ph.D.,
JD, General Counsel, ArriVent BioPharma, Inc.

John
Rudy, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Alison Haggerty, Latham & Watkins LLP

Nathan Ajiashvili, Latham & Watkins LLP

CORRESP
1
filename1.htm

  One Financial Center

Boston, MA 02111

617 542 6000

mintz.com

January 22, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: Christopher Edwards and Suzanne Hayes, Office of Life Sciences

Re: ArriVent BioPharma, Inc.

Registration Statement on Form S-1

Filed January 5, 2024

File No. 333-276397 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this letter on behalf of ArriVent BioPharma, Inc.
(the “Company”) in response to the comment from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) received by letter dated January 12, 2024 (the “Comment Letter”)
from the Division of Corporation Finance, Office of Life Sciences, to Zhengbin (Bing) Yao, Ph.D., President and Chief Executive Officer
of the Company, relating to the above-referenced Registration Statement. In conjunction with this letter, the Company is filing Amendment
No. 1 to its Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission.

For reference, we have set forth below in italics the Staff’s
comment from the Comment Letter and have keyed the Company’s response to the numbering of the comment and the headings used in the
Comment Letter. The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives
of the Company. Page numbers referred to in the response reference the applicable pages of the Amended Registration Statement.

Form S-1 filed January 5, 2024

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Determination of Fair Value of Our Common Stock, page 108

Comment 1: We note your response to prior comment eight,
as well as your disclosure related to options granted on January 1 and January 4, 2024 on page 108. Please revise this section to discuss
how the estimated fair value per common share on grant date for these options compare to the low end and midpoint of estimated price range
when available. Revise to identify the extent to which any incremental increase in value between the grant date and the date of the filing
is due to specific and identifiable business activities or events.

Response 1: The Staff’s comment
is acknowledged, and the Company has revised the disclosure on pages 109 and 110 of the Amended Registration Statement to address
how the estimated fair value per common share for the options granted on January 1 and January 4, 2024 compares to the low end and
midpoint of the Company’s estimated price range and to discuss the factors considered when determining such estimated price
range.

* * * * *

Boston
Los Angeles     New York     San Diego     San Francisco     TORONTO     Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

  January 22, 2024

 Page 2

We hope that the above response will be acceptable
to the Staff. Please do not hesitate to call me at (617) 348-3050 with any comments or questions regarding the proposed disclosure. We
thank you for your time and attention.

    Sincerely,

    /s/ John T. Rudy

    John T. Rudy

cc: Securities and Exchange Commission

Li Xiao

Kevin Vaughn

ArriVent BioPharma, Inc.

Zhengbin (Bing) Yao, Ph.D.

Robin LaChapelle

James Kastenmayer

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

Matthew T. Simpson

Latham & Watkins LLP

Nathan Ajiashvili

Alison A. Haggerty

United States securities and exchange commission logo
January 12, 2024
Zhengbin (Bing) Yao, Ph.D.
Chief Executive Officer
ArriVent Biopharma, Inc.
18 Campus Boulevard, Suite 100
Newtown Square, PA 19073
Re:ArriVent Biopharma, Inc.
Registration Statement on Form S-1
Filed January 5, 2024
File No. 333-276397
Dear Zhengbin (Bing) Yao:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed January 5, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Determination of Fair Value of Our Common Stock, page 108
1.We note your response to prior comment eight, as well as your disclosure related to
options granted on January 1 and January 4, 2024 on page 108.  Please revise this section
to discuss how the estimated fair value per common share on grant date for these options
compare to the low end and midpoint of estimated price range when available.  Revise to
identify the extent to which any incremental increase in value between the grant date and
the date of the filing is due to specific and identifiable business activities or events.
            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.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 January 12, 2024 Page 2
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
January 12, 2024
Page 2
            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.
            Please contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Chris Edwards at 202-551-6761 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Rudy

CORRESP
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    One Financial Center

    Boston, MA 02111

    617 542 6000

    mintz.com

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA
EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS,
WHICH HAVE BEEN REPLACED WITH THE PLACEHOLDER “[***].”

January 11, 2024

VIA
EDGAR AND COURIER

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Edwards and Suzanne
Hayes, Office of Life Sciences

 Re: ArriVent Biopharma, Inc.

Draft Registration Statement on Form S-1

Originally submitted August 25, 2023

Registration Statement on Form S-1 (Reg. No. 333-276397)

Filed January 5, 2024

CIK No. 0001868279

Ladies and Gentlemen:

On
behalf of ArriVent Biopharma, Inc.(the “Company”), in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received by letter dated September 27, 2023
(the “Comment Letter”) relating to the Company’s Draft Registration Statement on Form S-1, originally
confidentially submitted to the Commission on August 25, 2023, resubmitted to the Commission on October 4, 2023, October 31,
2023, and December 5, 2023 and publicly filed with the Commission on January 5, 2024 (Reg. No. 333-276397) (the
 “Registration Statement”), we submit this supplemental letter to address Comment 15 of the Comment Letter.

Because of the commercially sensitive nature of
the information contained herein, 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. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office
of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from
the version filed via EDGAR and for which the Company is requesting confidential treatment.

The supplemental response set forth below is based
on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. For the convenience
of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the Company’s
response. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

Boston      Los Angeles      New York      San Diego      San Francisco      toronto       Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83

BY ARRIVENT BIOPHARMA, INC.
 IN CONNECTION WITH REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-276397)

    MINTZ

 January 11, 2024
 Page 2

 15. 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. Please discuss with the staff how to submit your response.

The Company respectfully submits the below additional
information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its
common stock underlying its outstanding option awards and the reasons for the differences between the recent valuations of its common
stock and the estimated offering price for its initial public offering (“IPO”).

Preliminary IPO Price Range

The Company advises the Staff that it preliminarily
estimates a price range of approximately $[***] to $[***] per share for its IPO, which does not reflect an expected [***]-for-[***] reverse
stock split of the Company’s capital stock that the Company plans to implement prior to the effectiveness of the Registration Statement
(the “Preliminary Price Range”). 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. The share and per-share numbers in this letter are
presented on a pre-split basis.

As is typical in IPOs, the Preliminary Price Range
was not derived using a formal determination of fair value, but was determined based on discussions between the Company and the underwriters.
Among the factors that were considered in setting the Preliminary Price Range were (i) the general conditions of the capital markets
and the recent market prices of, and the demand for, publicly traded common stock of comparable companies in the life sciences sector;
(ii) the Company’s financial condition and prospects; (iii) estimates of business potential and earnings prospects for
the Company and the industry in which it operates; (iv) recent performance of IPOs of comparable companies in the life sciences sector;
and (v) the development and progress of the Company’s lead product candidate, furmonertinib, and other pipeline development
programs.

Common Stock Valuation Methodologies

As
there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by the Company’s board of directors (the “Board”) as of the date of each option grant,
with input from management, and taking into consideration the most recent analysis conducted by a third-party valuation firm
to assist with estimation of fair value of the Company’s common stock, as well as the Board’s assessment of additional
objective and subjective factors (including those listed on page 108 and 109 of the Registration Statement) that it believed
were relevant at such time. There are significant judgments and estimates inherent in the Board’s determination of the fair value
of the Company’s common stock. The judgments and estimates have taken into account numerous factors, including but not limited
to, contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of
operations, and related industry trends affecting its operations; the likelihood of achieving a liquidity event, such as an initial
public offering or a sale, given prevailing market conditions; the lack of marketability of the Company’s common stock as a
private company; the market performance of comparable publicly traded companies in the life sciences and biopharmaceutical industry
sectors; and U.S. and global economic and capital market conditions.

Boston      Los Angeles      New York      San Diego      San Francisco      toronto       Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83

BY ARRIVENT BIOPHARMA, INC.
 IN CONNECTION WITH REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-276397)

    MINTZ

 January 11, 2024
 Page 3

The third-party valuations of the Company’s
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 Guide”), 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 the common stock.

In accordance with the Practice Guide, 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 its common stock at each valuation date.

 • Option Pricing Method (“OPM”). The OPM estimates the value of the common equity of the Company 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. 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 the common stockholders exceed the value of the liquidation preferences of the preferred
stockholders at the time of a liquidity event, such as a merger or sale. Given that the common stock represents a non-marketable equity
interest in a private enterprise, an adjustment to the preliminary value estimates is made 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”).

 • Current Value Method (“CVM”). This method is based on first determining enterprise value using one or more
of the three valuation approaches (market, income or asset-based), then allocating the value to the various series of preferred and common
stock based on their liquidation preferences or conversion values, whichever would be greater, as though the Company was sold on the valuation
date. A DLOM is then applied to arrive at an indication of value for the common stock.

 • Hybrid Method (“Hybrid Method”). The Hybrid Method computes a probability-weighted value across varying
scenarios: the OPM, the CVM and an IPO of the Company. Weighting allocations are assigned to the OPM, the CVM, and an IPO of the Company
factoring in the probability of possible future liquidity events.

In order for the Board to determine the estimated
fair value of the common stock, the Hybrid Method was utilized for the independent third-party valuation of the Company’s common
stock as of June 30, 2021 (the “June 2021 Valuation”), December 31, 2022 (the “December 2022
Valuation”), July 31, 2023 (the “July 2023 Valuation”), and November 30, 2023 (the
 “November 2023 Valuation”). Equity value for each liquidity event scenario utilized in the June 2021
Valuation, December 2022 Valuation, July 2023 Valuation, and November 2023 Valuation (collectively, the “Hybrid
Method Valuations”) was weighted based on the probability of each event’s occurrence. In the IPO scenarios discussed
below, the Company assumed that all outstanding shares of the Company’s convertible preferred stock would be converted into shares
of common stock. In the scenario involving a potential sale of the Company, the Company allocated the value per share by taking into account
the liquidation preferences of the convertible preferred stock, consistent with the method outlined in the Practice Guide.

Boston      Los Angeles      New York      San Diego      San Francisco      toronto       Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83

BY ARRIVENT BIOPHARMA, INC.
 IN CONNECTION WITH REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-276397)

    MINTZ

 January 11, 2024
 Page 4

At each stock option grant date, the Board evaluated
any recent events and their potential impacts on the estimated fair value per share of the common stock. For grants of stock options 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 immediately preceding valuation report as well as other pertinent information
available to it at the time of the grant.

For the options granted prior to June 1, 2023,
the Company utilized the Hybrid Method in the June 2021 Valuation and December 2022 Valuation, both of which combine elements
of the OPM and CVM methods, as the basis for the value of its common shares at the date of the option grant. In addition, in early June 2021,
the Company entered into a Series A preferred stock purchase agreement (“Series A Purchase Agreement”)
with third party investors, pursuant to which in early June 2021 and in January 2022, the Company sold an aggregate of 150,000,000
shares of Series A convertible preferred stock at a per share price of $1.00, for aggregate gross proceeds of $150.0 million (the
 “Series A Financing”). The OPM utilized the back-solve method to determine equity value in the OPM scenario where the future
raises in January 2022 were considered as warrants. The back-solve method is a market approach that derives an implied total equity
value from the sale price of the Company’s equity securities in a recent arm’s length transaction.

 Given the stage of the Company’s
assets at the time of the Series A Financing in early June 2021, it was apparent that a number of key inflection points
needed to occur prior to reaching a level whereby a robust negotiation dynamic could be assumed. These factors supported the
development of a partial optionality model and the inclusion of the CVM approach. Furthermore, the June 2021
Valuation took into account the Company’s internally generated intellectual property as an intangible asset and the license
agreement entered into by and between the Company and Shanghai Allist Pharmaceuticals Co. Ltd. (“Allist”)
in June 2021 when determining the value of the Company. The valuation also took into consideration the Company’s plan to
file an investigational new drug (“IND”) application with the U.S. Food and Drug Administration
(“FDA”) to further develop furmonertinib in patients with epidermal growth factor receptor
(“EGFR”) mutant non-small cell lung cancer (“NSCLC”), and potentially other
solid tumors, by the end of 2021.

In mid-December 2022, the Company entered
into a Series B preferred stock purchase agreement (“Series B Purchase Agreement”) with third party
investors, pursuant to which in mid-December 2022 and in March 2023, the Company sold an aggregate of 147,619,034 shares of
Series B convertible preferred stock at a per share price of $1.05, for aggregate gross proceeds of $155.0 million (the “Series B
Financing”). As a result of the initial closing of the Series B Financing in mid-December 2022 and the anticipated
second closing in March 2023, in the December 2022 Valuation, the Company continued to utilize the Hybrid Method incorporating
both the OPM and the CVM methods for substantially the same considerations as discussed above with a slightly different allocation of
probability weighting between the two methods. The OPM utilized the back-solve method to determine equity value in the OPM scenario where the future raises in March 2023 were considered
as warrants.

Boston      Los Angeles      New York      San Diego      San Francisco      toronto       Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83

BY ARRIVENT BIOPHARMA, INC.
 IN CONNECTION WITH REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-276397)

    MINTZ

 January 11, 2024
 Page 5

Given
that the Company reached a number of key value inflection points later in 2023 which set the Company on a path toward a potential IPO,
the CVM approach was removed from the Hybrid Method unitized in the August 2023 Valuation and replaced with

United States securities and exchange commission logo
November 15, 2023
Zhengbin (Bing) Yao, Ph.D.
Chief Executive Officer
ArriVent Biopharma, Inc.
18 Campus Boulevard, Suite 100
Newtown Square, PA 19073
Re:ArriVent Biopharma, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted October 31, 2023
CIK 0001868279
Dear Zhengbin (Bing) Yao:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note your disclosure that you received Breakthrough Therapy Designation from the
FDA in October 2023. Please include balancing disclosure in the Prospectus Summary
that this Designation does not increase the likelihood that furmonertinib will ultimately
receive FDA approval for any indication.
Furmonertinib, page 2
2.We note your response to comment 3 and re-issue in part. Please balance your disclosure
on pages 3 and 4 that furmonertinib "has been observed to be generally well tolerated" in
multiple clinical trials with a description of all serious adverse events and quantify the
number of each type of event.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 November 15, 2023 Page 2
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
November 15, 2023
Page 2
3.Please include clarifying disclosure in the Prospectus Summary that your statements about
the FURLONG trial relate to a clinical trial in China conducted by Allist, which resulted
in the approval of furmonertinib in China as a first-line therapy in patients with locally
advanced or metastatic NSCLC with classical EGFRm.
Our Pipeline, page 2
4.Please revise the block of text under your pipeline table to more clearly explain which
programs each note applies to. As currently drafted, it is not clear how the text applies to
the above pipeline table and to which programs it applies. For example, it is not clear if
the first row of the pipeline table corresponds to the sentence in the below text block
concerning the FAVOUR and FURVENT trials. We would not object to the use of a key.
Our Strategy, page 3
5.We note your revised disclosure in response to comment 5, specifically that your
investigation of NSCLC EGFR exon 20 insertion mutations as a first-line therapy is based
on the ongoing FAVOUR Phase 1b study and the ongoing FURVENT Phase 3 study. We
also note your revised disclosure that no Phase 2 study has been conducted for this
indication. Please expand your discussion of the Phase 3 FURVENT clinical trial in the
Prospectus Summary to include disclosure that clinical development announcements by
Allist in the ongoing FAVOUR Phase 1b study may adversely affect your clinical
development plan. We note risk factor disclosure to this effect on page 31. Ensure that this
discussion also discloses when the final results of this Phase 1b trial are expected and
whether you intend to complete a Phase 2 trial for this indication.
Director Independence, page 162
6.Please reconcile your disclosure concerning director independence with your revised
disclosure on page 164 that Dr. Carl Gordon does not meet the requirements of
independence applicable to audit committee members of a listed issuer under Rule 10A-3
under the Exchange Act.
            Please contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Rudy

United States securities and exchange commission logo
October 18, 2023
Zhengbin (Bing) Yao, Ph.D.
Chief Executive Officer
ArriVent Biopharma, Inc.
18 Campus Boulevard, Suite 100
Newtown Square, PA 19073
Re:ArriVent Biopharma, Inc.
Amended Draft Registration Statement on Form S-1
Submitted October 4, 2023
CIK 0001868279
Dear Zhengbin (Bing) Yao:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter 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
Overview, page 1
1.We note your response to comments 1 and 2.  However, you continue to make statements
relating to safety and efficacy related to ongoing clinical trials of furmonertinib. Please
note, we do not object to statements indicating that trial participants experienced a
measured reduction in tumor size of at least 30%, but object to statements indicating that
the trial demonstrated a 79% overall response rate. Your objective observations should not
conclude that the results were due to your product candidate. Such a determination of
efficacy is a determination that is within the sole authority of the FDA or equivalent
foreign regulator. Please revise the following statements accordingly:

•"furmonertinib demonstrated a 79% (n=22 out of 28 patients) confirmed overall

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 October 18, 2023 Page 2
 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
October 18, 2023
Page 2
response rate ... and a 15.2 month median duration of response." (pages 1, 95 and
107);
•furmonertinib demonstrated an ORR of 91% and progression free survival of 20.8
months in first generation EGFR TKI (page 108) and
•"Phase 1b FAVOUR clinical trial, in which furmonertinib demonstrated a reduction
in tumor size of at least 30% from the baseline in 79% of the first-line patients..."
(page 112)

Similarly remove all other statements of efficacy. You may replace them with objective
information about the results from the trial without indicating the conclusion that the
observed results "demonstrate" a cause and effective relationship between the product
candidate and the observation.
2.Clearly state in the summary that the FDA has not approved furmonertinib for any use.
3.We note your response to comment 4 and re-issue the comment. With respect to the
number of serious adverse events, please explain why adverse events at a Grade 3 or
greater are not all serious adverse events, given the definition of Grade 3 treatment related
adverse events as severe or medically significant, requiring hospitalization or prolongation
of hospitalization, or disability. We note your FAVOUR trial results indicate 17 Grade 3
or higher treatment related adverse events and 6 adverse events. Please explain how an
adverse event met the definition of Grade 3 without meeting the definition of serious
adverse event. Additionally, balance your disclosure that furmonertinib "has been
observed to be generally well tolerated" in multiple clinical trials with a description of all
serious adverse events, as opposed to the most common events, and quantify the number
of such events.
4.We note your disclosure that you selected furmonertinib for global development against
nonclassical mutations based on "preliminary clinical activity" observed in exon 20
insertion mutations. Please revise to clarify the nature of this clinical activity (e.g., the
clinical stage and number of subjects). If you are referring to clinical trials mentioned in
the filing, please so specify.
Our Pipeline, page 2
5.We note your response to comment 5. However, we note that your Furmonertnib
Development Initiative table on pages 3 and 109 indicates that the FAVOUR trial in an
ongoing Phase 1b trial related to Exon 20 1L. While the FDA may have agreed that to
your plan to proceed from your Phase 1 to your pivotal Phase 3 trial, it appears from the
Development Initiative Table that all Phase 1 trials have not yet been completed. Please
explain why your pipeline table indicates that Phase 1 trials have been completed when
the Development Initiative table indicates that a 1b trial is ongoing or revise your pipeline
table to clarify that you have not completed all Phase 1 trials.
Furmonertinib Development Initiative, page 3

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 October 18, 2023 Page 3
 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
October 18, 2023
Page 3
6.We note you have included studies in your Development Initiative table that do not appear
to correlate with items in your pipeline table.  For example, the Development Initiative
table indicates your FURTHER trial is a Phase 1b trial relating to second line treatment of
Exon 20 and first and second line treatment of PACC.  However, your pipeline table does
not indicate the development of second line treatment for Exon and PACC.  Similarly
your disclosed intention to pursue Adjuvant trials is not related to a current pipeline
program.  Please limit the trials presented in the Development Initiative table to your
currently material programs and move the information about your plans for trials related
to future programs out of the Summary and into the Business section.
7.With respect to trials that relate to different EGFRm Patient Populations, please clarify
whether you expect to perform one trial that will serve the needs of both indications or if
you will conduct two separate trials.  For example, with respect to Adjuvant, do you
expect to conduct separate trials for Exon 20 and PACC or do you expect to conduct one
trial for both Exon and PACC?
8.Explain the meaning of the term "Gated" future planned study in 1L.
Our Strategy, page 3
9.We note your disclosure on page 4 that you intend to initiate a Phase 3 clinical trial to
investigate the potential benefit of furmonertinib in the adjuvant setting. We also note
tabular disclosure concerning this "planned" Phase 3 trial on page 3 and disclosure on
page 110 that you "intend to pursue an adjuvant study of furmonertinib in EGFRm
NSCLC with uncommon mutations based on results obtained from currently ongoing
clinical trials." Please tell us if you have discussed your plan to proceed directly to a Phase
3 trial. If you have not, please discuss the risks that the FDA may require earlier stage
clinical trials prior to a Phase 3 trial.
If we are required by the FDA to obtain approval of a companion diagnostic in connection with
approval of any of our product candidates. . ., page 36
10.We note your response to comment 10. Given your disclosure on page 114 indicating that
you are utilizing an NGS test for confirming mutations that already is approved and you
believe it can be used if furmonertinib is approved. Please revise this risk factor to clarify
the basis for your concern that the FDA may require you to obtain approval of a
companion diagnostic and why it may object to any of the already approved tests for
confirming mutations. To the extent the risk factor discussion applies to future product
candidates, please clarify.
Our Strategy, page 112
11.We note your response to comment 18.  However, your revised disclosure that "a 240 mg
once-daily dose of furmonertinib demonstrated a reduction in tumor size of at least 30%
from the baseline in 79% of first-line patients" inappropriately indicates that the

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 October 18, 2023 Page 4
 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
October 18, 2023
Page 4
furmonertineb is effective.  You may indicate that 79% of the first line patients in the
study who were taking a 240 mg once-daily dose of furmonertinib experienced a 30%
reduction in tumor size, but you may not indicate your conclusions of cause and effect.
Licenses, Partnerships and Collaborations, page 128
12.We note your response to comment 22 and re-issue the comment. Please revise this
section to include a discussion of your agreement with Beijing InnoCare Pharma Co., Ltd.
Your discussion should describe the cost-sharing arrangement, including each party's
rights and obligations including how much of the costs each party is obligated to fund and
what rights, if any, each party will have to the data resulting from the trial. To the extent
that Innocare, has any rights to furmontinib, as a result of any of your agreements with
Innocare or any agreements between Innocare and Allist, please describe such rights.
Additionally, please remove or explain the references to Innocare as your "partner" or
"collaboration partner" in the pipeline table and throughout your filing. Given our
response indicating that your agreement with Innocare is primarily limited to a cost
sharing arrangement, it does not appear appropriate to refer to it as a partner, collaborator
or to indicate that you are developing furmonertinib with a SHP2 inhibitor ICP-189 with
Innocare.

Additionally, provide us with an analysis supporting your conclusion that you are not
substantially dependent on your cost sharing agreement with Innocare. Your analysis
should address your ability to finance the clinical study on your own given your other
financial obligations.
Aarvik Research Collaboration Agreement, page 130
13.We note your responses to comments 24 and 25 and re-issue in part. Please quantify all
amounts paid to Aarvik to date and explain how the amounts of your "certain research
costs and expenses" will be determined, for example have you agreed to fund all research
costs and expenses, 50% of such research costs and expenses or certain specific costs and
expenses. Given that they are estimates, if such amounts have already been estimated,
please quantify these amounts.
Financial Statements
Note 7. Convertible Preferred Stock and Common Stock
Convertible Preferred Stocks, page F-12
14.Please address the following regarding your response to our prior comment 29 and the
related revisions made in the financial statements:
•The exception discussed in ASC 480-10-S99-3A3(f) requires that all holders of
equally and more subordinated equity instruments would always be entitled to also
receive the same form of consideration.  Tell us in detail how you evaluated whether
there were other hypothetical situations in which the holders of all equity instruments
might not receive the same form of consideration.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 October 18, 2023 Page 5
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
October 18, 2023
Page 5
•Your conclusion that a Deemed Liquidation Event is solely within the control of the
Company appears to be partially based on the assumption that an insufficient
redemption amount would cause inherent conflict in economic interest between the
Series A and Series B shareholders such that they would never be incentivized to act
in concert against the interests of the common shareholders. Please further explain to
us how you considered a hypothetical situation where a prospective buyer offers to
buyout all your licenses (product candidates) for an amount just sufficient to redeem
the full amount for both Series A and B shareholders. Note that under ASC 480-10-
S99-3A paragraph 5, the possibility that any triggering event that is not solely within
the control of the issuer could occur—without regard to probability—would require
the instrument to be classified in temporary equity.
            Please contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Rudy

United States securities and exchange commission logo
September 27, 2023
Zhengbin (Bing) Yao, Ph.D.
Chief Executive Officer
ArriVent Biopharma, Inc.
18 Campus Boulevard, Suite 100
Newtown Square, PA 19073
Re:ArriVent Biopharma, Inc.
Draft Registration Statement on Form S-1
Submitted August 25, 2023
CIK 0001868279
Dear Zhengbin (Bing) Yao:
            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
Prospectus Summary
Overview, page 1
1.We note that furmonertinib is currently approved in China to treat classical EGFRm
NSCLC. Please revise to clarify all statements related to safety and efficacy to clarify that
they only relate to classical EGFRm NSCLC and are based on NMPA's authority to
approve biopharmaceutical products in China. Remove all other statements related to
safety and efficacy from your registration statement. Such conclusions are within the sole
authority of the FDA or equivalent foreign regulator. Such statements include, but are not
limited to, the following:
•"Furmonertinib. . .has demonstrated compelling efficacy and safety results in clinical

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 2
 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 2
trials in NSCLC patients across a broader set of EGFR mutations (EGFRm) than are
currently served by approved AGFR TKKIs." (pages 1 and 95);
•"In clinical trials to date, across a patient population of over 700 patients,
furmonertinib has demonstrated compelling activity against a broad range of EGFRm
NSCLC, including both classical and uncommon EGFRm. . ." (page 2);
•"Furmonertinib retains many of the key advantages of third-generation EGFR TKIs
compared to first- and second-generation EGFR TKIs including overcoming T790M
mutations that confer resistance, while also targeting a broader set of EGFRm." (page
108);
•"Furmonertinib is potentially differentiated from third-generation EGFR TKIs
approved for classic EGFRm NSCLC by its observed clinical activity against exon 20
insertions in FAVOUR clinical trial and compelling preclinical data against PACC
mutations." (page 108).
You may reference your trial observations that are described in more detail elsewhere
without drawing a conclusion that a product candidate that has not yet been approved is
effective.
2.Please revise the description of clinical trials to describe the objective results, rather than
your conclusions.  For example, rather than indicating that the FAVOUR trial
demonstrated a 79% overall response rate, identify the clinical endpoints that lead you or
Allist to conclude that it was a positive response and indicate the number of such
observations.  For instance, was the overall response rate intended to indicate an
elimination of all tumors, a reduction in the number of tumors, a reduction in size of the
tumors, a decline in growth in the number of size of tumors, or some other measure?
3.Please balance your discussion of the results of the ongoing Phase 1b clinical trial (the
FAVOUR trial) with disclosure that these are interim results are subject to change.  We
note disclosure to this effect on pages 24 and 121.
4.We note your reference to "compelling" safety results.  It is inappropriate to state or imply
that a product that is still in clinical trials is safe.  Generally, we will allow statements that
there have been no serious adverse events.  However, we note your disclosure indicating
that there were treatment-related adverse events that resulted in trial participants
discontinuing their participation in the FAVOUR trial; 5.6% of FURLONG trial
participants experienced Grade 3 treatment-related adverse events; and 6 FAVOUR trial
participants experiencing serious adverse events and 12 participants experiencing Grade 3
or higher treatment-related events.  We note that Grade 3 events are generally defined as
severe or medically significant, requiring hospitalization or prolongation of
hospitalization, or disabling.  A serious adverse event is generally defined as one resulting
in death, life threatening situation, hospitalization (initial or prolonged), disability or
permanent damage.  Please revise your summary to quantify the number of events that
met the definition of serious adverse events and quantify the number of occurrences.
Similarly, revise your risk factor titled "Use of furmonertinib or any future product
candidates could be associated with adverse side events or other safety risks, which could

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 3
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 3
delay or preclude regulatory approval..." appearing on page 21 to describe the number of
events that meet the definition of serious adverse event, including all events that require
hospitalization or result in a prolonged hospitalization, and the number of each type of
event, and quantify the number of participants who discontinued their participation due to
treatment-related adverse events.
Our Pipeline, page 2
5.We note your pipeline table currently indicates you have completed Phase 1 and Phase 2
clinical trials for 1L NSCLC EGFR Exon 20 INS Mutations.  However, it appears that the
FURTHER and FAVOUR clinical trials are Phase 1b trials for Exon 20 and PACC.
Additionally, there is no disclosure of your Phase 2 trial for 1L NSCLC EGFR Exon 20
Ins Mutations.  Please explain why you believe the table reflects the current status of your
development of 1L NSCLC EGFR Exon 20 Ins Mutations.  If you have conducted a Phase
2 trial, please describe it and the objective results of the trial.
Our Furmonertinib Development Initiative, page 3
6.The sub-heading states that this is "[y]our Furmonertinib Development Initiative" and that
you "have designed a robust global clinical development plan[]," but we note that the table
includes clinical trials sponsored by third-parties Allist and InnoCare that appear unrelated
to your current pipeline.  Please clarify how these clinical trials related to your
furmonertinib programs.  To the extent they relate to separate Allist and Innocare
programs, unrelated your current pipeline, explain why they are part of your development
initiative and why it is appropriate for you to include them in this table. Alternatively,
remove them from the clinical trial table. Please also define the terms "1L" and "2L+"
used in the table included in this section.
7.Additionally, explain what additional information this table provides.  It appears the table
is largely redundant of your pipeline table, but in a different format.  For example, with
respect to your Furvent trial, your pipeline table already indicates you are in Phase 3 trials
related to the treatment of 1L NSCLC EGFR Exon 20 Ins Mutations, and your next
milestone is topline data.  With respect to the additional data, such as the information
about the FURLONG trial, it is not clear how it relates to your candidates in development.
Our Team and Approach , page 4
8.Please limit the disclosure of specific investors on this page to those identified in the
Principal Stockholder table on page 173.  Unlike the other investors mentioned on this
page, General Catalyst does not appear to be included in the Principal Stockholder table.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 4
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 4
Risk Factors
Several of the ongoing clinical trials for our lead product candidate, furmonertinib, are being
conducted outside the United States. . ., page 23
9.Please specify which ongoing clinical trials for furmonertinib are being conducted outside
of the United States.
If we are required by the FDA to obtain approval of a companion diagnostic in connection with
approval of any of our product candidates..., page 36
10.To the extent you have any reason to believe the approval of a companion diagnostic
device will be required in connection with any of your product candidates, please expand
your disclosure to discuss the circumstances.  For example, given that many of your
programs are studying the efficacy of furmonertinib for NSCLC in patients with specific
mutations, is it likely that a companion diagnostic will be required to determine whether a
patient has the specific mutation or a diagnostic test to make such a determination readily
available?
Use of Proceeds, page 87
11.As you are advancing your development of furmonertinib for three different NSCLC
indications, please revise your use of proceeds to discuss the proceeds you intend to use to
advance each of these programs and specify how far in the clinical development process
you expect to reach with the proceeds of this offering.
12.We note that you intend to devote proceeds from the offering to pre-commercial and
commercial activities of furmonertinib.  Please clarify if this use is with respect to
furmonertinib 1L NSCLC EGFR Exon m20 Ins Mutations.  Additionally, clarify that
these activities are contingent on successful completion of Phase 3 trials.  Clarify that any
commercial activities are contingent on receiving regulatory approval.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development, page 98
13.You disclose here that you track outsourced clinical and preclinical study costs and other
external research and development costs associated with your lead product candidate,
furmonertinib. You also disclose elsewhere that furmonertinib is currently being evaluated
in multiple clinical trials across a range of epidermal growth factor receptor (EGFR)
mutations in non-small cell lung cancer (NSCLC), including a pivotal Phase 3 clinical
trial in exon 20 insertion mutations. Please revise to further disclose the research and
development expenses you tracked for furmonertinib by each individual clinical
indication, or if you do not track by indication, disclose that fact. Please also expand your
fluctuation disclosures here to provide more robust quantitative or qualitative discussions
about change drivers, trend and uncertainties. Refer to Item 303(b)(2) of Regulation S-X.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 5
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 5
Liquidity and Capital Resources
Cash Flows, page 102
14.You disclose here that your net cash used in operating activities for 2021 includes a $42.9
million non-cash charge for acquired in-process research and development related to the
Allist License Agreement. Since $40.0 million of the $42.9 million was a cash payment,
revise to quantify the amount of cash versus non-cash payments in the total.
Critical Accounting Policies, Significant Judgments and Use of Estimates
Determination of Fair Value of Our Common Stock, page 104
15.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. Please discuss with the staff how to submit your response.
Overview, page 107
16.Delete your statement that furmonertinib has the potential to become the standard of care
in first-line EGFRm NSCLC patients with PACC mutations given preclinical activity
observed against these mutations together with its safety results in clinical trials.  Such
statements inappropriately assume regulatory approval and results relative to alternative
treatments.
Our Furmonertinib Development Initiative, page 109
17.Please clarify whether anti-tumor activity is a reduction in tumors or no growth in tumors.
Additionally, quantify the low rate of discontinuation due to treatment-related  adverse
events.
Our Strategy, page 111
18.We note your statement that "the data obtained as of June 15, 2023 in your Phase 1b
FAVOUR clinical trial. . .supports the use of furmonertinib as a first line therapy."  We
also note that, according to your table appearing on pages 3 and 109, this Phase 1b is still
ongoing, is intended to be a proof of concept trial, and the use of furmonertinib has not yet
been approved for exon 20.  Please delete this statement and all similar statements of
efficacy.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 6
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 6
FAVOUR - Ongoing Phase 1b Clinical Trial in NSCLC Patients with EGFR Exon 20 Insertion
Mutations, page 120
19.Please explain the meaning of the following:
•"ORR per RECIST 1.1 by BICR;" and
•"OS."
Additionally, quantify the secondary end points and provide data from the trials so that a
reader will be able to determine if the end points were met.
20.Please clarify the meaning of ECOG in the table on page 121.
FURLONG - Completed Phase 3 Clinical Trial in Classical EGFRm First-Line NSCLC Patients,
page 125
21.With respect to the FURLONG clinical trial in China, please confirm the trial was a head-
to-head trial with gefitnib.  Alternatively, remove the comparisons to gefitnib.
Licenses, Partnerships and Collaborations, page 128
22.Please revise this section to include your collaboration with Beijing InnoCare Pharma Co.,
Ltd.  This disclosure should:
•describe the collaboration goal(s);
•identify the pipeline assets related to the collaboration, and;
•describe and quantify the benefits and obligations under any collaboration
agreement, including quantifying payments made to date, aggregate potential
milestone payments, royalty rates or applicable ranges, and term and termination
provisions.
If there is a written agreement underlying this collaboration, please file this agreement as
an exhibit to the registration statement.  Refer to Item 601(b)(10) of Regulation S-K.
23.Please clarify when your obligation to pay royalties for all licensed products expires.
Aarvik Research Collaboration Agreement, page 130
24.Please clarify how the research agreement is funded.
25.Please quantify the amount of the "one-time non-refundable payment," that you would
need to make to Aarvik if you exercised the Option.
26.Disclose when the obligation to pay royalties will expire if you exercise the Option.
Manufacturing, page 131
27.Please specify whether your two third-party contract manufacturers, Zhejiang Raybow
Pharmaceutical Company., Ltd. and WuXi SynTheAll Pharmaceutical company, Ltd., are
located in China.

 FirstName LastNameZhengbin (Bing)  Yao, Ph.D.
 Comapany NameArriVent Biopharma, Inc.
 September 27, 2023 Page 7
 FirstName LastName
Zhengbin (Bing)  Yao, Ph.D.
ArriVent Biopharma, Inc.
September 27, 2023
Page 7
Principal Stockholders, page 173
28.Please identify in a footnote to the table all natur

CORRESP
1
filename1.htm

corresp

December 19, 2005

Ms. Linda van Doorn

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    AvalonBay Communities, Inc.

Form 10-K for the fiscal year ended December 31, 2004

Form 10-Q for the quarter ended March 31, 2005

File No. 001-12672

Dear Ms. van Doorn:

     This letter is submitted on behalf of AvalonBay Communities, Inc. (“AvalonBay” or the
“Company”) in response to the comments of the Staff of the Division of Corporation Finance (the
“Staff”) as set forth in your letter to Mr. Thomas J. Sargeant dated November 21, 2005. For your
convenience, the Staff’s comments and the responses thereto are set forth sequentially below.

Form 10-K for the year ended December 31, 2004

Management’s Discussion & Analysis of Financial Condition and Results of Operations

Results of Operations, page 42

    1.

    Please explain how your discussion of the performance of the Established Communities segment
reconciles to the disclosures of segment information in footnote 9 to your financial
statements. The trends discussed herein do not seem to be consistent with the trends
disclosed in your segment footnote.

    Response No. 1:

    In response to the Staff’s comment, the Company refers the Staff to pages F-23 and
F-25 of the Company’s Form 10-K for the year ended December 31, 2004, which
discusses the presentation of segment information. As noted on page F-23, the
Company determines its segment classification as of January 1 of each year. In
determining the classification for the Company’s largest reportable segment,
Established Communities, the classification is determined on January 1 of each year,
based on having met certain operating metrics as of January 1 of the prior year,
allowing for a meaningful comparison of current year operating results to the prior
year. For example, in 2004, the Established

United States Securities and Exchange Commission

December 19, 2005

Page 2

    Community classification was set on January 1, 2004, for all communities that had
stabilized occupancy and operating costs as of January 1, 2003. The Company
maintains that classification throughout the year for the purpose of reporting
segment operations. In addition, as noted on page F-25, the segment information
provided is based on the segment classification as of the dates specified. Although
the composition of communities within each business segment, including Established
Communities, is adjusted each year, the amounts provided on page F-25 for periods
prior to 2004 have not been restated for the 2004 classification. Therefore, the
segment information for 2004 is based on the segment classification as determined on
January 1, 2004, the segment information for 2003 is based on the segment
classification as determined on January 1, 2003 and the segment information for 2002
is based on the segment classification as determined on January 1, 2002. As such,
the amounts between years as presented on page F-25 of the Company’s Form 10-K are
not directly comparable. Further information on the rationale behind the presentation of segment
information is provided in the Company’s response to Staff comment no. 5.

    However, in order to provide meaningful information on trends and operating results,
the information related to Established Communities within the section titled
“Results of Operations” has been adjusted for comparability. For example, in the
table reflecting changes in net operating income on page 43 of the Company’s Form
10-K, the 2004 changes represent variances between 2004 and 2003, both based on the
2004 classification of communities for segment reporting purposes. In addition, the
2003 changes represent variances between 2003 and 2002, both based on the 2003
classification of communities for segment reporting purposes. As such, the
presentation of information for Established Communities within the section titled
“Results of Operations” varies from the presentation of information for Established
Communities on page F-25.

Financial Statements

Consolidated Statements of Operations and Other Comprehensive Income, page F-4

    2.

    Please explain to us why earnings per share for continuing operations diluted is in excess of
earnings per share for continuing operations basic.

    Response No. 2:

    In response to the Staff’s comment, the Company supplementally informs the Staff
that the diluted earnings per share from continuing operations calculation for the
year ended December 31, 2004 is rounding inconsistently from the basic earnings per
share from continuing operations calculation, resulting in what

United States Securities and Exchange Commission

December 19, 2005

Page 3

    appears to be anti-dilution. However, both basic and diluted earnings per share in
total are calculated consistently and are accurately reflected. In addition, the
breakdown between continuing operations and discontinued operations as presented for
the year ended December 31, 2004 in its 2004 Form 10-K is no longer relevant as the
Company’s composition of discontinued operations has changed based on 2005
dispositions and assets currently held for sale. As such, the Company will revise
its presentation of diluted earnings per share for the year ended December 31, 2004
based on its 2005 discontinued operations classification in its Form 10-K for the
year ended December 31, 2005.

Note 1. Organization and Significant Accounting Policies

Earnings per Common Share, page F-12

    3.

    Explain to us how you considered the requirement of paragraph 40 of SFAS 128 to provide a
reconciliation of the denominator used in your earnings per share calculation when preparing
your disclosure.

    Response No. 3:

    In response to the Staff’s comment, the Company refers the Staff to page F-12 of its
Form 10-K for the year ended December 31, 2004, where a reconciliation of the
denominator used in the earnings per share calculation, the weighted average common
shares, is provided. Reconciling items presented include weighted average DownREIT
units outstanding and the effect of dilutive securities such as stock options.

Note 6. Investments in Unconsolidated Entities, page F-18

    4.

    With respect to those investments in unconsolidated real estate entities in which you receive
a preferred return which is disproportionate to your ownership interest, tell us whether you
determined that these entities were VIE’s under paragraph 5(c) of FIN 46(r). If so, explain
to us how you determined that these entities would not need to be consolidated under FIN 46(r)
and how you considered the disclosure requirements of paragraph 24 of FIN 46(r).

    Response No. 4:

    In response to the Staff’s comment, the Company supplementally informs the Staff
that the investments in unconsolidated real estate entities from which the
Company receives a preferred return disproportionate to its ownership interest
were determined to not be VIE’s under FIN 46(r). For any unconsolidated real
estate entities where the outside investors have disproportionately few voting
rights as compared to economic rights, the

United States Securities and Exchange Commission

December 19, 2005

Page 4

    Company evaluated whether or not substantially all of each entity’s activities
are conducted on behalf of the outside investors, evaluating such factors as:

    •

    Are the entity’s operations substantially similar in nature to the
activities of the investor with disproportionately few voting rights?

    •

    Are the entity’s operations more important to the investor with
disproportionately few voting rights as compared to other variable
interest holders?

    •

    Are the majority of the entity’s products or services bought from or
sold to the investor with disproportionately few voting rights?

    •

    Were substantially all of the entity’s assets acquired from the
investor with disproportionately few voting rights?

    •

    Are there any related party arrangements between the entity and the
investor with disproportionately few voting rights?

    As the outside investors are unrelated entities such as retirement plans,
insurance companies and investment companies that invest in, but are not
otherwise involved, in the development or operation of multi-family housing, the
Company has evaluated the factors above, as well as others, to determine that
substantially all of each entity’s activities are not conducted on behalf of the
outside investors and that these entities are not VIE’s. Since the Company has
concluded that these unconsolidated real estate entities are not VIE’s under FIN
46(r), the disclosure requirements of paragraph 24 of FIN 46(r) are not
applicable.

    5.

    We note your disclosure that the Company determines the segment classification of each
property on an annual basis and maintains that classification for the purpose of reporting
segment operations. Tell us how you considered paragraphs 34 and 35 of SFAS 131 when
determining your policy.

    Response No. 5:

    In response to the Staff’s comment, the Company supplementally informs the Staff
that although its segment classification changes on an annual basis, the Company
does not restate prior year information based on current year classification.
Information on the presentation of segment information is provided in the Company’s
response to Staff comment no. 1.

    Under paragraph 34 of SFAS 131, “if an enterprise changes the structure of its
internal organization in a manner that causes the composition of its reportable
segments to change, the corresponding information for earlier periods, including
interim periods, shall be restated, unless it is impracticable to do so.”

United States Securities and Exchange Commission

December 19, 2005

Page 5

    Due to the Company’s method for determining segment classification, particularly for
Established Communities, restatement of years other than the immediately prior year
may be misleading. For example, if a community were acquired in 2002, the community
would be classified within the Established Communities segment in 2004, as January
1, 2003 would be the beginning of the first year with stabilized occupancy and
operating costs. If segment disclosures for 2002 and 2003 were restated for the
2004 segment classification, any comparisons between 2002 and 2003 information would
be misleading, as the Company did not own the acquired community during a portion of
2002. This inability to compare information for more than prior year holds true for
acquisitions, dispositions, and newly developed and redeveloped communities, as well
as any newly consolidated or deconsolidated communities based on consolidation
accounting. As such, the Company has concluded that restatement of its segment
information for current year classification is impracticable.

    Under paragraph 35 of SFAS 131, “if an enterprise has changed the structure of its
internal organization in a manner that causes the composition of its reportable
segments to change and if segment information for earlier periods, including interim
periods, is not restated to reflect the change, the enterprise shall disclose in the
year in which the change occurs segment information for the current period under
both the old basis and the new basis of segmentation unless it is impracticable to
do so.” For similar reasons as above, the Company has determined that disclosing
its segment information for the current year on the old basis of segmentation may be
misleading. In addition, since each year presented within the Form 10-K has a
different segment classification, the quantity of information to be provided would
be confusing for a reader. As such, the Company has concluded that disclosure of
its segment information for the current year under prior year classification is
impracticable.

Form 10-Q for the quarterly period ended March 31, 2005

Note 6. Investments in Unconsolidated Entities, page F-15

    6.

    Tell us how you considered paragraph 5 of FIN 46(r) in determining whether the Fund was a
VIE. If so, explain to us how you determined that you were not required to consolidate the
Fund under FIN 46(r) and how you considered the disclosure requirements of paragraph 24 of FIN
46(r).

    Response No. 6:

    In response to the Staff’s comment, the Company supplementally informs the Staff
that the following information was considered in evaluating whether or

United States Securities and Exchange Commission

December 19, 2005

Page 6

    not the Fund was a VIE under paragraph 5 of FIN 46(r), which states “an entity shall
be subject to consolidation according to the provisions of this Interpretation if,
by design, the conditions in a, b, or c exist:

    “a. The total equity investment at risk is not sufficient to permit the entity
to finance its activities without additional subordinated financial support
provided by any parties, including equity holders.”

    Upon admittance of outside investors, the Fund had approximately $41
million of equity investment at risk, which represented approximately 36%
of the Fund’s total assets. The Fund also had capital commitments
totaling $330 million, which when fully funded is estimated to represent
approximately 35% of the Fund’s total projected assets. The Company has
committed $50 million, or approximately 15%, of the total capital
commitments. Subsequent to admittance of outside investors, the Fund
obtained a line of credit, which matures in 2008 and is not guaranteed.
The Fund does not engage in high-risk activities, is expected to operate
at a profit once all capital commitments have been fully funded and all
capital is invested, and is considered capable of financing its
activities without additional subordinated support. Therefore, AVB has
concluded that the equity investment at risk in the Fund is sufficient.

    “b. As a group the holders of the equity investment at risk lack any one of the
following three characteristics of a controlling financial interest:

    1.

    The direct or indirect ability through voting rights or
similar rights to make decisions about an entity’s activities that have a
significant effect on the success of the entity.”

    The Company has a combined 15% general partner and limited partner equity
interest, and as general partner has the sole authority to carry out the
business of the Fund, including but not limited to (i) establishment of
policy and operating procedures; (ii) investment decisions; (iii)
incurring debt; (iv) refinancing of such debt; and (v) capital
expenditures. In addition, the outside investors, as limited partners,
have voting rights on certain investment opportunities equal to their
equity interest.

    2.

    “The obligation to absorb the expected losses of the
entity.”

    There do not exist any operating loss guarantees, other than those
provided from the holders of the equity investment at risk as a group,
and therefore the holders of the equity investment at risk have an
obligation to absorb any expected losses of the Fund.

    3.

    “ The right to receive the expected residual returns of the
entity.”

United States Securities and Exchange Commission

December 19, 2005

Page 7

    There do not exist any caps on potential returns, and therefore the
holders of the equity investment at risk have a right to receive any
residual returns from the Fund.

    “c. The equity investors as a group also are considered to lack characteristic
(b)(1) if (i) the voting rights of some investors are not proportional to their
obligations to absorb the expected losses of the entity, their rights to receive
the expected residual returns of the entity, or both and (ii) substantially all
of the entity’s activities (for example, providing financing or buying assets)
either involve or are conducted on behalf of an investor that has
disproportionately few voting rights.