SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Biomea Fusion, Inc.
 1599 Industrial Road San Carlos,
CA 94070 August 13, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance – Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Biomea Fusion, Inc. Registration Statement on
Form S-3 File No. 333-289262
 Request for Acceleration
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biomea Fusion, Inc. hereby requests acceleration of the effective date of
its Registration Statement on Form S-3 (File No. 333-289262) (the “Registration Statement”), so that it may become effective at 4:01 pm Eastern time on August 15, 2025, or as soon
thereafter as practicable.

 Very truly yours,
 BIOMEA FUSION, INC.

 By:

 /s/ Michael J.M. Hitchcock, Ph.D.

 Name: Michael J.M. Hitchcock, Ph.D.

 Title: Interim Chief Executive Officer and Director

 Cc:
 Maggie Wong, Goodwin Procter LLP

  
 Alicia Tschirhart, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Dr. Michael J.M. Hitchcock
Interim Chief Executive Officer and Director
Biomea Fusion, Inc.
1599 Industrial Road
San Carlos, CA 94070

 Re: Biomea Fusion, Inc.
 Registration Statement on Form S-3
 Filed August 5, 2025
 File No. 333-289262
Dear Dr. Michael J.M. Hitchcock:

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

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

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alicia M. Tschirhart, Esq.
</TEXT>
</DOCUMENT>

July 18, 2024
Franco Valle
Principal Financial and Accounting Officer
Biomea Fusion, Inc.
900 Middlefield Road, 4th Floor
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-40335
Dear Franco Valle:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 June 21, 2024

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Vanessa Robertson

Tracie Mariner

 RE:

 Biomea Fusion, Inc.

 Form 10-K for Fiscal Year Ended December 31,
2023

 Filed March 28, 2024

 File No. 001-40335

 To the addressees set forth above:

On behalf of Biomea Fusion, Inc. (the “Company”), this letter responds to the comments set forth in the letter to the Company dated June 12,
2024 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), relating to the financial statements and related disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed on March 28, 2024. For your convenience, we have repeated the comment from the June 12, 2024 letter in italicized print, and the
Company’s response is provided below the comment.

 Form 10-K for Fiscal Year Ended December 31,
2023

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Research and
Development Expenses, page 103

 1. You disclose, on page 101, that you track direct costs by stage of program, clinical or preclinical. Please
address the following:

•

 Revise your disclosure in future filings to break out clinical costs by program or by indication separately
for each period presented.

•

 If you do not track clinical costs on a more granular level, revise your disclosure to explain the reason.

•

 For preclinical costs, revise your disclosure to break out the total amount spent for each period
presented.

•

 Provide us with your proposed disclosure.

Company Response to Comment 1:

 The Company
respectfully acknowledges the Staff’s comment and undertakes to provide the requested detail for external research and development expenses by stage of program or type of research and development activity as shown below, to the extent
such spend is attributable to a specific stage of program. Many of these expenses are shared among various programs and product candidates and, as such, the Company does not track expenses by program or indication.

In addition, the Company will provide a breakdown of research and development expenses consistent with the following tabular and narrative disclosure in its
future periodic reports filed with the SEC, where applicable, beginning with the Company’s upcoming Form 10-Q for the three months and six months ending June 30, 2024.

 Research and Development Expenses

We track research and development expenses to the extent such spend is attributable to a specific stage of program or type of research and development
activity. Many of these expenses are shared among various programs and product candidates and, as such, we do not track expenses by program or indication. The following table summarizes our research and development expenses by stage of program and
type of research and development activity incurred during the periods indicated (in thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,

2024

2023

$ Change

2024

2023

$ Change

 External costs

 Clinical activities related expenses

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

 Pre-clinical activities related expenses

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Expenses related to manufacturing of clinical and research material

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Other external costs

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Internal costs:

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Personnel-related expenses (including stock-based compensation)

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Facilities and other allocated expenses

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

[ 
]

 Total research and development expenses

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

$
[ 
]

 Biomea Fusion, Inc. is committed to fully complying with the SEC disclosure requirements. Please do not hesitate to contact me
by telephone at (650) 460-7636 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Franco Valle

Chief Financial Officer

 cc:

 Thomas Butler, Biomea Fusion, Inc.

 Rainer (Ramses) Erdtmann, Biomea Fusion, Inc.

United States securities and exchange commission logo
June 12, 2024
Franco Valle
Principal Financial and Accounting Officer
Biomea Fusion, Inc.
900 Middlefield Road, 4th Floor
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-40335
Dear Franco Valle:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 103
1.You disclose, on page 101, that you track direct costs by stage of program, clinical or
preclinical. Please address the following:

•Revise your disclosure in future filings to break out clinical costs by program or by
indication separately for each period presented.
•If you do not track clinical costs on a more granular level, revise your disclosure to
explain the reason.
•For preclinical costs, revise your disclosure to break out the total amount spent for
each period presented.
•Provide us with your proposed disclosure.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameFranco Valle
 Comapany NameBiomea Fusion, Inc.
 June 12, 2024 Page 2
 FirstName LastName
Franco Valle
Biomea Fusion, Inc.
June 12, 2024
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Vanessa Robertson at 202-551-3649 or Tracie Mariner at 202-551-3744
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 Biomea Fusion, Inc.

900 Middlefield Road, 4th Floor

Redwood City, CA 94063

 October 20, 2022

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance – Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Biomea Fusion, Inc.

 Registration Statement on
Form S-3

 File No. 333-267884

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biomea Fusion, Inc. (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-3 (File No. 333-267884) (the “Registration Statement”), so that it may become effective at 4:01 pm Eastern time on October 24,
2022, or as soon thereafter as practicable.

 Very truly yours,

 BIOMEA FUSION,
INC.

By:

 /s/ Thomas Butler

 Name: Thomas Butler

 Title: Principal
Executive Officer

 Cc: Maggie Wong, Goodwin Procter LLP

United States securities and exchange commission logo
October 19, 2022
Mr. Franco Valle
Chief Financial Officer
Biomea Fusion, Inc.
900 Middlefield Road, 4th Floor
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Registration Statement on Form S-3
Filed on October 14, 2022
File No. 333-267884
Dear Mr. Franco Valle:
            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 Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alicia Tschirhart

United States securities and exchange commission logo
April 15, 2021
Thomas Butler
Chief Executive Officer
Biomea Fusion, Inc.
726 Main Street
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 12, 2021
File No. 333-254793
Dear Mr. Butler:
            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 our 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 2, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note that you have revised this section to include an additional table depicting your
active discovery programs in response to prior comment 1.  Please remove this
additional table from the Prospectus Summary.  We will not object to a narrative
description in the Prospectus Summary that summarizes this table.

 FirstName LastNameThomas Butler
 Comapany NameBiomea Fusion, Inc.
 April 15, 2021 Page 2
 FirstName LastName
Thomas Butler
Biomea Fusion, Inc.
April 15, 2021
Page 2
            You may contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.

CORRESP
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CORRESP

 140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

April 15, 2021

 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

 Washington, D.C.

VIA EDGAR AND HAND DELIVERY

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Dillon Hagius and Ada D. Sarmento

Re:
 Biomea Fusion, Inc.

 Registration Statement on Form S-1

 Publicly filed on March 26, 2021

 File No. 333-254793

 Ladies and Gentlemen:

On behalf of Biomea Fusion, Inc. (the “Company” or “Biomea”), we are hereby filing Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-1 (“Registration Statement”). The Company previously
filed a Registration Statement on Form S-1 on March 26, 2021 and Amendment No. 1 to the Registration Statement on April 12, 2021, in each case, with the U.S. Securities and Exchange
Commission (the “Commission”). Amendment No. 2 has been revised to reflect the Company’s responses to the comment letter received on April 15, 2021 from the staff of the Commission (the
“Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold type
followed by the Company’s responses thereto.

 April 15, 2021

Page 2

 Registration Statement on Form S-1

 Prospectus Summary

Overview, page 1

1.
 We note that you have revised this section to include an additional table depicting your active discovery
programs in response to prior comment 1. Please remove this additional table from the Prospectus Summary. We will not object to a narrative description in the Prospectus Summary that summarizes this table.

Response: The Company acknowledges the Staff’s comment and advises the SEC that it has revised pages 2, 109 and 115 of Amendment
No. 2 accordingly.

 * * *

 April 15, 2021

Page 3

 We hope the foregoing answers are
responsive to your comments. Please do not hesitate to contact me by telephone at (415) 395-8198 or by fax at (650) 463-2600 with any questions or comments regarding
this correspondence.

 Very truly yours,

/s/ Miles P. Jennings

Miles P. Jennings

of LATHAM & WATKINS LLP

cc:
 Thomas Butler, Biomea Fusion, Inc.

 Rainer (Ramses) Erdtmann, Biomea Fusion, Inc.

 Brian Cuneo, Latham & Watkins LLP

 Charles Kim, Cooley LLP

 Jonie Kondracki, Cooley LLP

CORRESP
1
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CORRESP

 Biomea Fusion, Inc.

726 Main Street

 Redwood
City, California 94063

 April 13, 2021

 VIA
EDGAR AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:        Ada D. Sarmento and Dillon Hagius

Re:
 Biomea Fusion, Inc. Registration Statement on Form S-1 (Registration
No. 333-254793)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-254793) (the “Registration Statement”) of
Biomea Fusion, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on April 15, 2021, or as soon as practicable thereafter, or at such
other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling
Miles Jennings at (415) 395-8198.

 Thank you for your assistance in this matter.

Very truly yours,

BIOMEA FUSION, INC.

By:

 /s/ Thomas Butler

Thomas Butler

Chief Executive Officer

CC:
 Rainer (Ramses) Erdtmann, Biomea Fusion, Inc.

Brian Cuneo, Latham & Watkins LLP

Charles Kim, Cooley LLP

 Jonie
Kondracki, Cooley LLP

CORRESP
1
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CORRESP

 April 13, 2021

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

 Dillon Hagius

 Ada D. Sarmento

Eric Atallah

 Daniel Gordon

Re:
 Biomea Fusion, Inc.

Registration Statement on Form S-1 (File
No. 333-254793)

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 12, 2021 and
the date hereof, approximately 290 copies of the Preliminary Prospectus dated April 12, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration
Statement.

 We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request
of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, April 15, 2021 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

PIPER SANDLER & CO.

As representatives of the Underwriters

By:

J.P. Morgan Securities LLC

By:

 /s/ Benjamin Burdett

Name: Benjamin Burdett

Title: Managing Director

By:

Jefferies LLC

By:

 /s/ Matt Kim

Name: Matt Kim

Title: Managing Director

By:

Piper Sandler & Co.

By:

 /s/ Chad E. Huber

Name: Chad E. Huber

Title: Managing Director

CORRESP
1
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CORRESP

 140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

April 12, 2021

 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

 Washington, D.C.

VIA EDGAR AND HAND DELIVERY

File No. 377-04224

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Dillon Hagius and Ada D. Sarmento

Re:
 Biomea Fusion, Inc.

 Registration Statement on Form S-1

 Publicly filed on March 26, 2021

 File No. 333-254793

 Ladies and Gentlemen:

 On
behalf of Biomea Fusion, Inc. (the “Company” or “Biomea”), we are hereby filing Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement on Form S-1 (“Registration Statement”). The Company previously filed a Registration Statement on Form S-1 on March 26, 2021 to the
U.S. Securities and Exchange Commission (the “Commission”). Amendment No. 1 has been revised to reflect the Company’s responses to the comment letter received on April 2, 2021 from the staff of the
Commission (the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your
letter in bold type followed by the Company’s responses thereto.

 April 12, 2021

Page 2

 Registration Statement on Form S-1

 Prospectus Summary

Overview, page 1

1.
 We note your response to prior comment 2 regarding the two programs in your pipeline table on page 2 with
undisclosed targets which appear to be in the discovery phase. Since your filing contains minimal discussion of these two programs, it appears that these programs are not sufficiently material to your operations to warrant inclusion in the pipeline
table. Please remove these two programs. We also believe that Optimization should be depicted under the Discovery column. A textual discussion of the program is a more appropriate place to make distinctions regarding different segments within a
particular phase. Please revise accordingly.

 Response: The Company acknowledges the Staff’s comment and
advises the SEC that it has revised pages 2, 107 and 114 of Amendment No. 1 accordingly.

 * * *

 April 12, 2021

Page 3

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (415) 395-8198 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Miles P. Jennings

Miles P. Jennings

of LATHAM & WATKINS LLP

cc:
 Thomas Butler, Biomea Fusion, Inc.

 Rainer (Ramses) Erdtmann, Biomea Fusion, Inc.

 Brian Cuneo, Latham & Watkins LLP

 Charles Kim, Cooley LLP

 Jonie Kondracki, Cooley LLP

United States securities and exchange commission logo
April 2, 2021
Thomas Butler
Chief Executive Officer
Biomea Fusion, Inc.
726 Main Street
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Registration Statement on Form S-1
Filed March 26, 2021
File No. 333-254793
Dear Mr. Butler:
            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 our 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 comment, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note your response to prior comment 2 regarding the two programs in your pipeline
table on page 2 with undisclosed targets which appear to be in the discovery phase.
Since your filing contains minimal discussion of these two programs, it appears that these
programs are not sufficiently material to your operations to warrant inclusion in the
pipeline table. Please remove these two programs. We also believe that Optimization
should be depicted under the Discovery column.  A textual discussion of the program is a
more appropriate place to make distinctions regarding different segments within a
particular phase. Please revise accordingly.
            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

 FirstName LastNameThomas Butler
 Comapany NameBiomea Fusion, Inc.
 April 2, 2021 Page 2
 FirstName LastName
Thomas Butler
Biomea Fusion, Inc.
April 2, 2021
Page 2
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.
            You may contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.

CORRESP
1
filename1.htm

CORRESP

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

March 26, 2021

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

VIA EDGAR

File No. 377-04224

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Ada D. Sarmento and Dillon Hagius

Re:
 Biomea Fusion, Inc.

 Draft Registration Statement on Form S-1

 Confidentially submitted on February 12, 2021

 CIK No. 0001840439

Ladies and Gentlemen:

 On behalf of Biomea
Fusion, Inc. (the “Company” or “Biomea”), we are hereby submitting a Draft Registration Statement on Form S-1 (“Registration Statement”).
The Company previously submitted a Draft Registration Statement on Form S-1 on February 12, 2021 (the “Draft Submission”) to the U.S. Securities and Exchange
Commission (the “Commission”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act. The Registration Statement has been revised to reflect the Company’s responses to
the comment letter to the Draft Submission received on March 12, 2021 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto.

 March 26, 2021

 Page
 2

 Draft Registration Statement on Form S-1 submitted
February 12, 2021

 Prospectus Summary

Overview, page 1

1.
 Please remove your statement that you believe that your capabilities and platform uniquely position you to
be a leader in developing irreversible small molecules. Given the number of product candidates that never receive FDA approval, the time required to obtain approval and your current stage of development, this statement is not appropriate. Please
remove any similar statements throughout the prospectus.

 Response: The Company acknowledges the Staff’s
comment and advises the SEC that it has revised pages 1, 93 and 108 of the Registration Statement accordingly.

2.
 We note that you have included in your pipeline table two programs with undisclosed targets which appear to
be in the discovery phase. Given the early-stage development of these programs, please explain why each program is sufficiently material to your business to warrant inclusion in your pipeline table. Please also explain what is involved in
“Optimization” and why you believe this is a separate and distinct development phase, as opposed to part of IND-Enabling.

Response: The Company respectfully advises the Staff that the Company believes the inclusion of the two programs with undisclosed
targets to be appropriate given the early stage of the Company’s entire pipeline, with a lead development candidate for the first undisclosed program to be declared in 2022, shortly after the filing of an IND for the BMF-219 program in the second half of 2021. In addition, the Company anticipates using a material portion of the proceeds of the offering on the two programs with undisclosed candidates, and therefore believes their
prominence to be appropriate and helpful for investors evaluating an investment decision.

 The Company further respectfully advises the
Staff that it has distinguished between the “optimization” and “IND-enabling” stages of development because it expects to undertake efforts to improve the chemistry of its potential lead
development candidates during the “optimization stage” and prior to selecting a lead candidate from each program for IND-enabling studies. The Company views this step as being particularly important
for its programs given the complex scaffold creation process required to promote irreversible binding. Upon commencement of such IND-enabling studies such underlying chemistry would not be subject to further
change.

 March 26, 2021

 Page
 3

 Our FUSION System discovery platform, page 2

3.
 Please remove the reference to the transaction value for Pharmacyclics from this section. This is not
appropriate disclosure for the Prospectus Summary where full and proper context is not provided. We note several references to the management team’s experience developing ibrutinib. Please balance this disclosure throughout the prospectus by
noting that past experiences are no guarantee of future success.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has removed the references to the transaction value for Pharmacyclics from and has added balancing disclosure to pages 3 and 106 of the Registration Statement.

Our Product Candidates, page 4

4.
 We note your statements throughout your filing that you believe
BMF-219 is a potentially “first-in-class” irreversible menin inhibitor. These statements imply an expectation of
regulatory approval and are inappropriate given the length of time and uncertainty with respect to securing marketing approval. Please remove the phrase
“first-in-class” throughout your filing, including, but not limited to, on pages 107 and 108 in your Business section.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 4, 107 and 108
of the Registration Statement to remove the phrase “first-in-class”.

Our Strategy, page 4

5.
 We note your disclosure here and in the Business section that your strategy is to “rapidly
advance” BMF-219 into and through clinical development and to evaluate opportunities to “accelerate” development timelines. Please revise this disclosure to remove any implication that you will
be successful in commercializing your product candidates in a rapid or accelerated manner as such statements are speculative.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 4 and 108 of
the Registration Statement so as not to suggest that the Company will be successful in commercializing its product candidates in a rapid or accelerated manner.

Risk Factors

 If we are unable to
obtain, maintain, enforce and adequately protect our patents and other intellectual property rights, page 55

6.
 You state here that you rely upon a combination of patents, trade secret protection and confidentiality
agreements to protect the intellectual property related to your technology and product candidates, but you later disclose on page 125 that you currently do not own or in-license any issued patents with respect
to any of your product candidates, including BMF-219. Please revise this risk factor accordingly.

 March 26, 2021

 Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised page 55 of the Registration Statement to properly reflect that the Company relies on patent applications rather than issued patents.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide for an exclusive forum, page 73

7.
 Please revise this risk factor to disclose that there is also a risk that your exclusive forum provision may
result in increased costs for investors to bring a claim.

 Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised page 73 of the Registration Statement accordingly.

 Competition, page 123

8.
 Please disclose the basis for your belief that you are the only company with the ability to discover and
develop irreversible binders specifically against menin. Please also revise your disclosure regarding the encouraging clinical benefit and strong pharmacologic validation of menin from preliminary Phase 1 results of other product candidates to avoid
any suggestion that such product candidates have demonstrated safety or efficacy. Findings of safety and efficacy are solely within the authority of the FDA and are assessed throughout all clinical trial phases.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 123 of the
Registration Statement to clarify the Company’s belief that it is the only Company currently developing irreversible binders specifically against menin rather than the only company with the ability to do so.

Additionally, the Company respectfully acknowledges the Staff’s comment regarding the suggestion of encouraging clinical benefit and
pharmacological validation of menin from other product candidates and advises the Staff that it has revised page 123 of the Registration Statement to remove any suggestion that such product candidates have demonstrated safety or efficacy.

Intellectual Property, page 124

9.
 Please revise to disclose the specific product candidates or technologies to which the patent applications
relate and the type of patent protection you are trying to obtain (composition of matter, use or process). Please also briefly explain what an ex-U.S. patent application is. If that is meant to refer to a
foreign patent application, please identify the jurisdiction.

 Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised page 125 of the Registration Statement accordingly.

 March 26, 2021

 Page
 5

 Principal Stockholders, page 157

10.
 Please revise to disclose how the entities listed in footnote 4 are affiliated with the Tavistock Group.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised page 157 of the Registration Statement accordingly.

 General

11.
 Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response: The Company acknowledges the SEC’s comment and advises the SEC that it will supplementally provide the SEC with copies of
all written communications, as defined in Rule 405 under the Securities Act, that the Company, or anyone authorized to do so on the Company’s behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain copies of the communications.

 * * *

 March 26, 2021

 Page
 6

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (415) 395-8198 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Miles P. Jennings

 Miles P. Jennings

 of LATHAM & WATKINS
LLP

cc:
 Thomas Butler, Biomea Fusion, Inc.

Rainer (Ramses) Erdtmann, Biomea Fusion, Inc.

Brian Cuneo, Latham & Watkins LLP

Charles Kim, Cooley LLP

 Jonie
Kondracki, Cooley LLP

United States securities and exchange commission logo
March 12, 2021
Thomas Butler
Chief Executive Officer
Biomea Fusion, Inc.
726 Main Street
Redwood City, CA 94063
Re:Biomea Fusion, Inc.
Draft Registration Statement on Form S-1
Submitted February 12, 2021
CIK No. 0001840439
Dear Mr. Butler:
            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.Please remove your statement that you believe that your capabilities and platform
uniquely position you to be a leader in developing irreversible small molecules. Given the
number of product candidates that never receive FDA approval, the time required to
obtain approval and your current stage of development, this statement is not appropriate.
Please remove any similar statements throughout the prospectus.
2.We note that you have included in your pipeline table two programs with undisclosed
targets which appear to be in the discovery phase. Given the early-stage development of

 FirstName LastNameThomas Butler
 Comapany NameBiomea Fusion, Inc.
 March 12, 2021 Page 2
 FirstName LastNameThomas Butler
Biomea Fusion, Inc.
March 12, 2021
Page 2
these programs, please explain why each program is sufficiently material to your business
to warrant inclusion in your pipeline table. Please also explain what is involved in
"Optimization" and why you believe this is a separate and distinct development phase, as
opposed to part of IND-Enabling.
Our FUSION System discovery platform, page 2
3.Please remove the reference to the transaction value for Pharmacyclics from this section.
This is not appropriate disclosure for the Prospectus Summary where full and proper
context is not provided. We note several references to the management team's experience
developing ibrutinib.  Please balance this disclosure throughout the prospectus by noting
that past experiences are no guarantee of future success.
Our Product Candidates, page 4
4.We note your statements throughout your filing that you believe BMF-219 is a potentially
"first-in-class" irreversible menin inhibitor.  These statements imply an expectation of
regulatory approval and are inappropriate given the length of time and uncertainty with
respect to securing marketing approval.  Please remove the phrase "first-in-
class" throughout your filing, including, but not limited to, on pages 107 and 108 in your
Business section.
Our Strategy, page 4
5.We note your disclosure here and in the Business section that your strategy is to "rapidly
advance" BMF-219 into and through clinical development and to evaluate opportunities to
"accelerate" development timelines. Please revise this disclosure to remove any
implication that you will be successful in commercializing your product candidates in a
rapid or accelerated manner as such statements are speculative.
Risk Factors
If we are unable to obtain, maintain, enforce and adequately protect our patents and other
intellectual property rights, page 55
6.You state here that you rely upon a combination of patents, trade secret protection and
confidentiality agreements to protect the intellectual property related to your technology
and product candidates, but you later disclose on page 125 that you currently do not own
or in-license any issued patents with respect to any of your product candidates, including
BMF-219.  Please revise this risk factor accordingly.
Our amended and restated certificate of incorporation and amended and restated bylaws will
provide for an exclusive forum, page 73
7.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.

 FirstName LastNameThomas Butler
 Comapany NameBiomea Fusion, Inc.
 March 12, 2021 Page 3
 FirstName LastName
Thomas Butler
Biomea Fusion, Inc.
March 12, 2021
Page 3
Competition, page 123
8.Please disclose the basis for your belief that you are the only company with the ability to
discover and develop irreversible binders specifically against menin. Please also revise
your disclosure regarding the encouraging clinical benefit and strong pharmacologic
validation of menin from preliminary Phase 1 results of other product candidates to avoid
any suggestion that such product candidates have demonstrated safety or efficacy.
Findings of safety and efficacy are solely within the authority of the FDA and are assessed
throughout all clinical trial phases.
Intellectual Property, page 124
9.Please revise to disclose the specific product candidates or technologies to which the
patent applications relate and the type of patent protection you are trying to obtain
(composition of matter, use or process). Please also briefly explain what an ex-U.S. patent
application is. If that is meant to refer to a foreign patent application, please identify the
jurisdiction.
Principal Stockholders, page 157
10.Please revise to disclose how the entities listed in footnote 4 are affiliated with the
Tavistock Group.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7976 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.