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CORRESP
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 CORRESP

 June 5, 2026
 VIA EDGAR SUBMISSION U.S. Securities and
Exchange Commission Division of Corporation Finance, Office of Life Sciences
 100 F Street, NE Washington, DC 20549
 Attention: Daniel Crawford

 Re:
 Climb Bio, Inc.
 Registration Statement on Form S-3
 Filed May 29, 2026 File No. 333-296346 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Climb Bio, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File
 No. 333-296346), so that it may become effective at 4:00 p.m., Eastern Time, on June 9, 2026, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally
request via telephone call to the staff of the U.S. Securities and Exchange Commission.

 Very truly yours,

 Climb Bio, Inc.

 By:

 /s/ Aoife Brennan

 Name: Aoife Brennan, M.B., Ch.B.

 Title: President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2026

Aoife Brennan, M.B., Ch.B.
President, Chief Executive Officer and Director
Climb Bio, Inc.
20 William Street, Suite 145
Wellesley Hills, MA 02481

 Re: Climb Bio, Inc.
 Registration Statement on Form S-3
 Filed May 29, 2026
 File No. 333-296346
Dear Aoife Brennan M.B., Ch.B.:
 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: Katharine Patterson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 November 20, 2024

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance, Office of Life Sciences

100 F Street, NE

 Washington, DC 20549

Attention: Christopher Edwards 

Re:
 Climb Bio, Inc.

Registration Statement on Form S-3

Filed November 12, 2024

File No. 333-283166

Request for Acceleration 

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Climb Bio, Inc. hereby requests acceleration of the effective date of
its Registration Statement on Form S-3 (File No. 333-283166), so that it may become effective at 4:30 p.m., Eastern Time, on November 22, 2024, or as soon
as practicable thereafter.

 Very truly yours,

 CLIMB BIO,
INC.

By:

 /s/ Aoife Brennan

Name: Aoife Brennan, M.B., Ch.B.

Title: President and Chief Executive Officer

November 19, 2024
Aoife Brennan, M.B., Ch.B.
President and Chief Executive Officer
Climb Bio, Inc.
20 William Street, Suite 145
Wellesley Hills, Massachusetts 02481
Re:Climb Bio, Inc.
Registration Statement on Form S-3
Filed November 12, 2024
File No. 333-283166
Dear Aoife Brennan M.B., Ch.B.:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Scott N. Lunin

CORRESP
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CORRESP

 July 19, 2024

VIA EDGAR SUBMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance, Office of Life Sciences

100 F Street, NE

 Washington, DC 20549

Attention: Laura Crotty

Re:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-3

Filed July 12, 2024

 File No. 333-280784

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Eliem Therapeutics, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File
No. 333-280784), so that it may become effective at 4:00 p.m., Eastern Time, on July 23, 2024, or as soon as practicable thereafter.

Very truly yours,

ELIEM THERAPEUTICS, INC.

By:

 /s/ Aoife Brennan

Name: Aoife Brennan, M.B., Ch.B.

Title: President and Chief Executive Officer

July 18, 2024
Aoife Brennan
President and Chief Executive Officer
Eliem Therapeutics, Inc.
PMB #117
2801 Centerville Road 1st Floor
Wilmington, DE 19808-1609
Re:Eliem Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 12, 2024
File No. 333-280784
Dear Aoife Brennan:
            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 Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Chris Barnstable-Brown

CORRESP
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CORRESP

 August 9, 2021

Via EDGAR Submission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Sasha Parikh

Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

Re:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-257980

 Dear Ladies and
Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of
the several underwriters, hereby join in the request of Eliem Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement, as amended, so that it becomes effective at 4:00 p.m.
Eastern Time on August 9, 2021, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we, as the representatives
of the several underwriters, wish to advise you that between August 2, 2021 through the date hereof we have distributed approximately 1,050 copies of the Company’s Preliminary Prospectus dated August 2, 2021 to prospective
underwriters, dealers, institutional investors and others.

 We, the undersigned, as the 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,

SVB LEERINK LLC

EVERCORE GROUP L.L.C.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

GUGGENHEIM SECURITIES LLC

Acting severally on behalf of themselves and the several underwriters

SVB LEERINK LLC

By:

/s/ Murphy Gallagher

Name:

Murphy Gallagher

Title:

Senior Managing Director

EVERCORE GROUP L.L.C.

By:

/s/ Edward Baxter

Name:

Edward Baxter

Title:

Senior Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Nathan Thompson

Name:

Nathan Thompson

Title:

Director

GUGGENHEIM SECURITIES LLC

By:

/s/ Jordan Bliss

Name:

Jordan Bliss

Title:

Senior Managing Director

 (Signature Page to
Acceleration Request Letter)

CORRESP
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CORRESP

 ELIEM THERAPEUTICS, INC.

23515 NE Novelty Hill Road, Suite B221 #125

Redmond, WA 98053

 August 9, 2021

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

ATTN:
 Sasha Parikh

Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

RE:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-257980

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Eliem Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1, as amended, to become effective on August 9, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Alan Hambelton of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Alan Hambelton of Cooley LLP, counsel to
the Registrant, at (206) 452-8756.

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

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

ELIEM THERAPEUTICS, INC.

By:

 /s/ Robert Azelby

Name: Robert Azelby

Title:   Chief Executive Officer

cc:
 Erin Lavelle, Executive Vice President, Chief Operating Officer and Chief Financial Officer, Eliem
Therapeutics, Inc.

 James B. Bucher, Executive Vice President and General Counsel, Eliem Therapeutics, Inc.

Brian Cuneo, Latham & Watkins LLP

Phillip Stoup, Latham & Watkins LLP

 [COMPANY
SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
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CORRESP

 Eliem Therapeutics, Inc.

23515 NE Novelty Hill Road, Suite B221 #125

Redmond, WA 98053

 August 5, 2021

Via EDGAR Submission

 Securities and Exchange
Commission

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Sasha Parish

 Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

Re:

 Eliem Therapeutics, Inc.

 Registration Statement
on Form S-1, as amended (File No. 333-257980)

 Withdrawal of Request
for Acceleration of Effective Date

 Ladies and Gentlemen:

Reference is made to the several letters, each filed as correspondence via EDGAR on August 3, 2021, in which both we and the several
underwriters requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-257980) for August 5,
2021, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such registration statement be declared effective at this time and we
hereby formally withdraw both our and the underwriters’ requests for acceleration of the effective date.

Very truly yours,

Eliem Therapeutics, Inc.

/s/ Robert W. Azelby

By:

Robert W. Azelby

Title:

Chief Executive Officer

cc:
 Alan Hambelton, Cooley LLP

 Julia Stark, Cooley LLP

 Brian Cuneo, Latham & Watkins LLP

 Phillip Stoup, Latham & Watkins LLP

CORRESP
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CORRESP

 ELIEM THERAPEUTICS, INC.

23515 NE Novelty Hill Road, Suite B221 #125

Redmond, WA 98053

 August 4, 2021

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

ATTN:
 Sasha Parikh

Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

RE:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-257980

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Eliem Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1 to become effective on August 5, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Alan Hambelton of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Alan Hambelton of Cooley LLP, counsel to
the Registrant, at (206) 452-8756.

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

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

ELIEM THERAPEUTICS, INC.

By:

 /s/ Robert Azelby

Name: Robert Azelby

Title:   Chief Executive Officer

cc:
 Erin Lavelle, Executive Vice President, Chief Operating Officer and Chief Financial Officer, Eliem
Therapeutics, Inc.

 James B. Bucher, Executive Vice President and General Counsel, Eliem Therapeutics, Inc.

Brian Cuneo, Latham & Watkins LLP

Phillip Stoup, Latham & Watkins LLP

 [COMPANY
SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
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CORRESP

 August 4, 2021

Via EDGAR Submission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Sasha Parikh

Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

Re:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-1

Filed July 16, 2021, as amended

File No. 333-257980

 Dear Ladies and
Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of
the several underwriters, hereby join in the request of Eliem Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on
August 5, 2021, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we, as the representatives of the several
underwriters, wish to advise you that between August 2, 2021 through the date hereof we have distributed approximately 1,050 copies of the Company’s Preliminary Prospectus dated August 2, 2021 to prospective underwriters, dealers,
institutional investors and others.

 We, the undersigned, as the 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,

SVB LEERINK LLC

EVERCORE GROUP L.L.C.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

GUGGENHEIM SECURITIES LLC

Acting severally on behalf of themselves and the several underwriters

SVB LEERINK LLC

By:

/s/ Murphy Gallagher

Name:

Murphy Gallagher

Title:

Senior Managing Director

EVERCORE GROUP L.L.C.

By:

/s/ Edward Baxter

Name:

Edward Baxter

Title:

Senior Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Nathan Thompson

Name:

Nathan Thompson

Title:

Director

GUGGENHEIM SECURITIES LLC

By:

/s/ Jordan Bliss

Name:

Jordan Bliss

Title:

Senior Managing Director

 (Signature Page to
Acceleration Request Letter)

CORRESP
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CORRESP

 Alan Hambelton

 T: +1
206 452 8756

 ahambelton@cooley.com

 August 3, 2021

 Sasha Parikh

 Vanessa Robertson

Dillon Hagius

 Jeffrey Gabor

Office of Life Sciences

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Eliem Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed August 2, 2021

File No. 333-257980

Ladies and Gentlemen:

 On behalf of Eliem
Therapeutics, Inc. (the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated August 2, 2021 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 filed with the Commission on August 2, 2021 (the
“Registration Statement Amendment No. 1”) to its Registration Statement on Form S-1 filed with the Commission on July 16, 2021 (the
“Registration Statement”). Concurrently with the submission of this response letter, the Company is filing Amendment No. 2 to the Registration Statement (“Registration Statement Amendment
No. 2”).

 For the convenience of the Staff, the numbering of the paragraphs below
corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page
number references are to Registration Statement Amendment No. 2.

 Amendment No. 1 to Registration Statement on Form S-1

 Notes to Condensed Consolidated Financial Statements

Note 9. Subsequent Events, page F-43

1.
 Please quantify the amount of the stock compensation expense you expect to recognize for the grants issued
subsequent to March 31, 2021.

 Cooley LLP
     1700 Seventh Avenue      Suite 1900      Seattle, WA 98101-1355

 t: +1 206
452 8756      f: +1 206 452 8800      cooley.com

 August 3, 2021

 Page Two

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page F-43 of the Registration Statement Amendment No. 2.

 *
          *           *

 Please contact me at (206) 452-8756 or Julia Stark at (206) 452-8781 with any questions or further comments regarding our response to the Staff’s comment.

 Sincerely,

 /s/ Alan Hambelton

 Alan Hambelton

Cooley LLP

cc:
 Bob Azelby, Chief Executive Officer, Eliem Therapeutics, Inc.

Erin Lavelle, Executive Vice President, Chief Operating Officer and Chief Financial Officer, Eliem Therapeutics, Inc.

James B. Bucher, Executive Vice President and General Counsel, Eliem Therapeutics, Inc.

Brian Cuneo, Latham & Watkins LLP

Phillip Stoup, Latham & Watkins LLP

Cooley LLP      1700 Seventh Avenue      Suite 1900      Seattle, WA 98101-1355

t: +1 206 452 8756      f: +1 206 229 3428      cooley.com

United States securities and exchange commission logo
August 2, 2021
Robert Azelby
Chief Executive Officer
Eliem Therapeutics, Inc.
23515 NE Novelty Hill Road, Suite B221 #125
Redmond, WA 98053
Re:Eliem Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 2, 2021
File No. 333-257980
Dear Mr. Azelby:
            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.
Amendment No. 1 to Registration Statement on Form S-1
Notes to Condensed Consolidated Financial Statements
Note 9. Subsequent Events, page F-43
1.Please quantify the amount of the stock compensation expense you expect to recognize for
the grants issued subsequent to March 31, 2021.

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 August 2, 2021 Page 2
 FirstName LastName
Robert Azelby
Eliem Therapeutics, Inc.
August 2, 2021
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Hambelton, Esq.

CORRESP
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CORRESP

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

Eliem Therapeutics, Inc.

in connection with Registration Statement

on Form S-1 filed on July 16, 2021

 Alan
Hambelton

 +1 206 452 8756

 ahambelton@cooley.com

July 28, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C., 20549

Attn:
 Sasha Parikh

Vanessa Robertson

 Dillon Hagius

 Jeffrey Gabor

RE:
 Eliem Therapeutics, Inc.

Registration Statement on Form S-1

Filed on July 16, 2021

File No. 333-257980

 Ladies and
Gentlemen:

 On behalf of Eliem Therapeutics, Inc. (the “Company”), we are supplementally providing the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with information regarding the proposed price range of the shares of the Company’s common stock (the “Common
Stock”) to be offered in the proposed initial public offering (the “IPO”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-257980), filed with the Commission on July 16, 2021 (the “Registration Statement”).

Confidential Treatment Request

 Due to the commercially
sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed
to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R.
§200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be
furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems
it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (206) 452-8756 rather than rely on the U.S. mail for such notice.

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

 U.S. Securities and Exchange Commission

July 28, 2021

  Page
 2

 IPO Price Range

The Company supplementally advises the Staff that the Company estimates a price range of $[***] to $[***] per share (the “Price Range”)
for its IPO, which does not take into account a reverse stock split of the Company’s capital stock (the “Reverse Stock Split”) to be effected prior to the distribution of a preliminary prospectus. The Price Range has
been determined based, in part, upon current market conditions, the Company’s financial condition and prospects and input received from the underwriters of its proposed IPO, including discussions that took place on July 16, 2021 between
the Company’s Board of Directors (the “Board”), senior management of the Company and representatives of the underwriters. Prior to July 16, 2021, the Board and the underwriters had not had specific discussions
regarding the Price Range. In determining the Price Range, the Board with the input of the underwriters focused on a number of valuation methodologies to triangulate valuation, including a discounted cash flow analysis and relevant trading
multiples.

 The Company will include a bona fide price range and the ratio of the Reverse Stock Split in an amendment to the Registration Statement that
will be filed before the commencement of the Company’s road show. We are providing this information to you supplementally to facilitate your review process. The share numbers and fair values per share have not been adjusted in this letter to
reflect the Reverse Stock Split.

 Historical Fair Value Determination and Methodology

As stated in the Registration Statement, stock-based compensation expense related to stock options and restricted stock awards granted to employees is measured
at the date of grant based on the fair value of the award. The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for these purposes and describes and quantifies the significant assumptions used.

The estimated fair value of the Common Stock underlying stock options was determined at each grant date by the Board and was supported by periodic independent
third-party valuations. The valuations of the Common Stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation as described herein and on pages 89 through 91 of the Registration Statement. As discussed below, the methodology used by the Company and the third-party valuation firm to determine the fair value of the
Common Stock included the Option Pricing Method (“OPM”) through 2020 and the Hybrid Method (“Hybrid”) to determine the fair value of the Common Stock in 2021.

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

 U.S. Securities and Exchange Commission

July 28, 2021

  Page
 3

 The following table summarizes the valuation dates, methods and resulting valuations used for share-based
payments in 2020 and in 2021 through the date of this letter:

 Valuation Date

Valuation Method

Estimated Value per
Share of Common Stock

 December 31, 2019

OPM

$
0.98

 October 16, 2020

OPM

$
0.66

 December 31, 2020

OPM

$
0.66

 March 9, 2021(1)

Hybrid

$
3.05

 May 21, 2021(2)

Hybrid

$
5.03

(1)
 Valuation date corresponds to the closing of the Company’s 2021 Series
A-1 preferred stock financing.

(2)
 Valuation date corresponds to the closing of the Company’s Series B preferred stock financing.

 The assumptions used in each valuation model to determine the fair value of the Common Stock as of the grant date of each option are
based on numerous objective and subjective factors, combined with management judgment, including the following:

•

 external market conditions affecting the Company’s industry and trends within the Company’s industry;

•

 equity market conditions affecting comparable public companies, as reflected in comparable companies’ market
multiples, IPO valuations and other metrics;

•

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

•

 in the case of the Hybrid Method, the estimated likelihood of achieving a liquidity event for the shares of the
Common Stock, such as an IPO or an acquisition of the Company, given prevailing market conditions and other contingencies affecting the probability or potential timing of such an event;

•

 recent issuances of the Company’s preferred stock to new investors;

•

 the terms of the Company’s preferred stock relative to the terms of the Common Stock, including the rights
or obligations to fund additional tranches of investment; and

•

 the fact that the options and the Common Stock are illiquid securities of a private company.

 Determination of Estimated Value

OPM Back-solve Approach

 The market approach attempts to
value an asset or security by examining observable market values for similar assets or securities. As one application of the market approach, a valuation specialist may utilize observable valuations for transactions in the entity’s securities
and use the back-solve method to solve for the implied equity value using the OPM. The basis for application of this method is transactions in equity securities of the enterprise with unrelated investors as an observable measure of fair value. The
use of this valuation approach was based on the observed prices in the Company’s preferred stock financings. The third-party valuation firm and the Company utilized the OPM back-solve approach on the valuation dates of December 31, 2019,
October 16, 2020 and December 31, 2020, given the early stage of development and future liquidity events were difficult to forecast. The OPM treats securities, including debt and common

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

 U.S. Securities and Exchange Commission

July 28, 2021

  Page
 4

and preferred stock, as a series of call options on the enterprise’s value, with exercise prices based on the securities’ respective liquidation preferences and conversion values.
Accordingly, the common and preferred stock is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the liquidation preferences are fulfilled, and considering the relevant
rights of the preferred stock (e.g. participation) as well as the potential dilution from other outstanding securities such as options and warrants. The OPM was used to both determine the estimated value of the enterprise as a whole and to allocate
the value to the outstanding securities.

 Probability Weighted Expected Return Method (“PWERM”)

The PWERM values each class of equity based on an analysis of the range of potential future enterprise values of the company and the manner in which those
values would accrue to the owners of the different classes of equity. This method involves estimating the overall value of the subject company under various liquidity event scenarios and allocating the value to the various share classes based on
their respective claim on the proceeds as of the date of each event. These different scenarios typically include an IPO, an acquisition, or a liquidation of the business, each resulting in a different value. For each scenario, the future value of
each share class is calculated and discounted to a present value. The results of each scenario are then probability weighted in order to arrive at an estimate of fair value for each share class as of a current date.

Hybrid Method

 The Hybrid Method is a hybrid between the
OPM and PWERM methods, estimating the probability-weighted value across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods
factoring possible future liquidity events. With the increasing likelihood of an initial public offering based on the capital required to progress compounds to future stages, improving market conditions and receptivity of the market to biotech
initial public offerings, the third-party valuation firm and the Company utilized the Hybrid Method approach on the valuations performed as of March 9, 2021 and May 21, 2021.

Illiquidity Discount

 In determining the estimated fair
value of the Common Stock on the date of grant, the Board also considered that the Common Stock is not freely tradeable in the public markets. The estimated fair value of the Common Stock at each grant date therefore reflects a discount for lack of
marketability (“DLOM”) partially based on the anticipated likelihood and timing of a future liquidity event.

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

 U.S. Securities and Exchange Commission

July 28, 2021

  Page
 5

 Summary of Equity Awards

From January 2020 through the date of this letter, the Board has granted the following equity awards, with the share numbers and fair values not adjusted to
reflect the Reverse Stock Split:

 Grant Date

Number of
Shares
Underlying
Stock Options or
Restricted Stock
Award
Granted

Estimated Fair
Value
Per Share
For Financial
Reporting
Purposes(3)

 February 4, 2020(1)

630,361

$
0.98

 February 28, 2020(2)

32,076

$
0.98

 May 14, 2020

102,645

$
0.98

 February 26, 2021(1)

453,684

$
2.66

 February 26, 2021

2,414,537

$
2.66

 February 26, 2021(2)

52,351

$
2.66

 March 6, 2021(1)

28,746

$
2.94

 March 6, 2021

224,738

$
2.94

 April 27, 2021(2)

488,756

$
4.38

 April 27, 2021

1,422,573

$
4.38

 May 5, 2021(2)

54,351

$
4.60

 May 5, 2021

6,522

$
4.60

 July 15, 2021

54,500

TBD
(4)

 July 15, 2021

8,696

TBD
(4)

(1)
 Represents Enterprise Management Incentive (EMI) options grants to
UK-based employees.

(2)
 Restricted stock award.

(3)
 For grants beginning in 2021, the estimated fair market value used for reporting purposes was determined by
using straight-line interpolation between the value of Common Stock derived from valuations performed by independent third-party specialists.

(4)
 For grants approved in July 2021, the estimated fair market value used for reporting purposes will be
determined by using straight-line interpolation between the value of Common Stock derived from the May 21, 2021 valuation and the initial public offering price in the Company’s IPO.

In the absence of a public trading market, the Board, with input from management and the third-party valuation firm, exercised significant judgment and
considered numerous objective and subjective factors to determine the fair value of the Common Stock as of the date of each option grant or restricted stock award, including the factors discussed on pages 89 through 91 of the Registration Statement.

 February and May 2020 Grants

 In October 2019, the
Company issued 2,564,102 shares of Series A-1 redeemable convertible preferred stock for a purchase price of $3.90 per share, for an aggregate purchase price of $10.0 million (the “Series A-1 First Tranche Investment”).

 Following the Series A-1 First
Tranche Investment, the Company, with the assistance of a third-party valuation firm, performed a valuation of the Common Stock as of December 31, 2019. Management, with the assistance of the valuation firm determined the marketable value per
share of the Common Stock by applying a risk-free interest rate of 1.62%, based on the rate of U.S. Treasury securities, as of the valuation date; and the equity volatility rate was determined to be 79.5% based on the median volatility rate of
certain comparable public companies. The valuation then considered the senior rights, preferences and privileges of the holders of the Company’s preferred stock over the holders of the Common Stock, including the right to receive dividends
prior to any dividends declared or paid on any shares of the Common Stock and liquidation payments in preference to holders of Common Stock in the event of a liquidation. A DLOM of 35%, was then applied to the Common Stock resulting in a fair value
of $0.98 per share (the “December 2019 Valuation”).

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

 U.S. Securities and Exchange Commission

July 28, 2021

  Page
 6

 In February 2020, the Board granted EMI options to purchase 630,361 shares of Common Stock. For financial
statement reporting purposes, a fair value of $0.98 per share was used. In determining the fair value of the Common Stock for the February 2020 grants, the Company considered the December 2019 Valuation, relevant business conditions, preclinical
updates and the absence of any changes that would materially impact the Company’s equity value since the time of the December 2019 Valuation.

 In May
2020, the board granted options to purchase 102,645 shares of Common Stock. For financial statement reporting purposes, a fair value of $0.98 per share was used. In determining the f

United States securities and exchange commission logo
July 6, 2021
Robert Azelby
Chief Executive Officer
Eliem Therapeutics, Inc.
23515 NE Novelty Hill Road, Suite B221 #125
Redmond, WA 98053
Re:Eliem Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 21, 2021
CIK No. 0001768446
Dear Mr. Azelby:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted June 21, 2021
Overview, page 1
1.We note your response to prior comment 1 and your revised disclosure that "clinically
validated . . . means there are either products that have received regulatory approval or
product candidates with these mechanisms of action that have demonstrated statistical
significance on efficacy endpoints in published randomized, controlled clinical trials."  As
currently drafted, this statement could imply that the FDA has approved, or will more
easily approve, your products.  Although your drugs may target certain pathways that have
been used by other drugs, we note that your drugs are still distinct from prior drugs that
have been approved by the FDA and/or the dietary supplement PEA used in prior clinical
trials. While it is appropriate to say that you are using a similar pathway to help guide

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 July 6, 2021 Page 2
 FirstName LastName
Robert Azelby
Eliem Therapeutics, Inc.
July 6, 2021
Page 2
your development programs, please revise your disclosure to remove any implication that
your product candidates are more likely to receive FDA approval.  Please also place your
PEA disclosure in appropriate context by disclosing that the FDA has not, to date,
approved PEA-based therapeutics.
2.We note your response to comment 2.  Please revise the summary to make clear that your
clinical data to date is limited to a small number of healthy subjects.
3.We note your response to comment 5 and reissue.  Please revise your summary to explain
how you acquired the rights to your products and the material terms of those transactions.
4.We note your response to comment 6.  While you state in correspondence that you do not
intend to rely on such "precedent favorable clinical activity" but rather intend to "rely
solely on [your] own clinical data to support an application for marketing approval," it
does not appear that you changed the language in your summary section, as page 3 of the
amendment still states that "precedent favorable clinical activity of PEA . . . put us in
position to progress a robust clinical development program for ETX-810."  Please revise
this statement accordingly.
5.We note your response to comment 8 and re-issue the comment as it relates to your
amended disclosure that "previous clinical trials of PEA have shown encouraging safety . .
. data."  Safety determinations are solely within the authority of the FDA and comparable
regulatory bodies.  Please revise.
Clinical Experience with PEA in Pain, page 103
6.Please enlarge the table on this page, as its font is too small to be legible.
Exhibits
7.We note your response to comments 5 and 12 regarding: (1) the acquisition
agreement with Athenen; (2) the acquisition agreement with Carnot, LLC; and (3)
the services agreement with Carnot Pharma, LLC and, more specifically, why you do not
believe these three agreements need to be filed as exhibits.  Please provide us with an
explanation of why these agreements should not be filed as material contracts under Item
601(b)(10).  Additionally, if you believe that these contracts are immaterial, please
provide further explanation for this conclusion.

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 July 6, 2021 Page 3
 FirstName LastName
Robert Azelby
Eliem Therapeutics, Inc.
July 6, 2021
Page 3
            You may contact Sasha Parikh at 202-551-3627 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Hambelton, Esq.

United States securities and exchange commission logo
June 8, 2021
Robert Azelby
Chief Executive Officer
Eliem Therapeutics, Inc.
23515 NE Novelty Hill Road, Suite B221 #125
Redmond, WA 98053
Re:Eliem Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted May 12, 2021
CIK No. 0001768446
Dear Mr. Azelby:
            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 submitted May 12, 2021
Prospectus Summary
Overview , page 1
1.Please revise to clarify what you mean by "clinically validated mechanisms of action" and
whether you believe this description refers to PEA.  If this "clinically validated"
description does not apply to all of your product candidates, please make
appropriate revisions.  Please also place your disclosure in appropriate context by
disclosing that the U.S. Food and Drug Administration (FDA) or European Medicines
Agency (EMA) has not, to date, approved PEA-based therapeutics.  Additionally, please
revise your disclosure to remove any implication that you are presently successful or are
likely to be successful in securing marketing approval for any of your product candidates.

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 June 8, 2021 Page 2
 FirstName LastNameRobert Azelby
Eliem Therapeutics, Inc.
June 8, 2021
Page 2
2.We note your statement on page 2 that "PEA...that has shown activity in more than 30
published clinical studies in over 3,000 patients across a variety of pain indications,
including approximately 1,500 patients in randomized, controlled studies, where it has
demonstrated marked reductions in pain intensity and attractive tolerability and safety
data."  Given that it is within the sole authority of the FDA or similar foreign regulator to
determine the efficacy of a drug and that efficacy is determined by reference to the
indication being treated, it is inappropriate to state or imply that PEAs have established
therapeutic benefits.  Please delete this and similar statements throughout your prospectus,
including in the Business section.  You may replace these statements with a description of
a publicly available clinical trials conducted to assess efficacy and the resulting data.  The
accompanying disclosures should identify the party performing the trial and include the
number of participants and dosing information but should not draw conclusions about
efficacy from the data.  Please also revise the summary to make clear that your
clinical data to date is limited to a small number of healthy subjects.
3.The pipeline table on pages 2 and 93 should reflect the actual, and not the anticipated,
status of your pipeline candidates as of the latest practicable date.  The table currently
suggests that the ETX-810 trial is in the midst of Phase 2 but your disclosure indicates that
you are actively enrolling DPNP and LSR patients.  Please revise to show the actual status
or advise.
4.Please revise the pipeline table on pages 2 and 93 to highlight your market opportunity for
the initial indications rather than the broader market opportunity.
5.Expand your summary to explain how you acquired the rights to your products.  Did you
develop them in house or acquire them from other parties?  If acquired, please describe
your acquisition or licensing agreements and all material terms.  Please either file the
agreements or provide us with an analysis supporting your determination that the
agreements are not required to be filed.
ETX-810, page 2
6.We note your statement that "precedent favorable clinical activity of PEA...puts [you] in a
position to progress a robust clinical development program for ETX-810."  Please tell
us whether you expect to be able to rely on such "precedent favorable clinical activity" to
support an application for marketing approval.  Please also clarify whether "encouraging
precedent clinical data" only studied PEA in its dietary supplement formulation or
whether these trials also studied PEA in pharmaceutical formulations.
Additionally, disclose whether any of the precedent clinical trial data specifically studied
diabetic peripheral neuropathic pain and/or pain associated with lumbosacral
radiculopathy.
7.Please balance your disclosure in the summary section that "[i]n one randomized, placebo-
controlled study in over 600 chronic low back pain patients, PEA demonstrated
statistically significant reductions in pain versus placebo including a greater than 50%

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 June 8, 2021 Page 3
 FirstName LastNameRobert Azelby
Eliem Therapeutics, Inc.
June 8, 2021
Page 3
reduction in pain intensity in 82% of patients" with a warning about relying on this cross-
trial comparison as an indicative of the the efficacy of ETX-810.  Additionally, please add
risk factor disclosure concerning the "precedent body of data for PEA" and the
generalized risks associated with cross-trial comparisons.
8.We note your disclosure here and elsewhere implying safety and efficacy of your product
candidates, although none of your candidates have received regulatory approval to date.
As determinations of safety and efficacy are solely within the authority of the U.S. Food
and Drug Administration (FDA) and comparable regulatory bodies, please revise your
disclosure throughout the prospectus to remove all claims of safety and efficacy.  Note
that we will not object to a discussion of objective data resulting from your trials without
safety and efficacy conclusions.
Our Team and Investors, page 6
9.We note that you identify certain entities as investors in your company; however, some do
not appear to be among your principal stockholders as disclosed on page 167. If material,
please expand your disclosure to describe the nature of each named entity's investment in
you and explain to us why including this information is appropriate.  Please also explain
in your response your plans to update investors about any changes these entities make
with respect to their investments in the company.
Risk Factors
Our amended and restated certificate of incorporation will designate the Court of Chancery of the
State of Delaware..., page 62
10.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.
Intellectual Property, page 122
11.Please clarify the type of patent protection applicable to your U.S. patent and pending
patent applications for ETX-810.  Please also specify which international jurisdictions in
which you have granted patents or pending patent applications for ETX-155.
Relationship with Carnot, LLC, page 164
12.Please provide a brief description of the material terms of your services agreement with
Carnot Pharma, LLC and file the agreement as an exhibit to the registration statement or
tell us why such agreement is not required to be filed.  Refer to Item 601(b)(10) of
Regulation S-K.
Principal Stockholders, page 166
13.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by the
entities identified in the table. Refer to Item 403 of Regulation S-K.

 FirstName LastNameRobert Azelby
 Comapany NameEliem Therapeutics, Inc.
 June 8, 2021 Page 4
 FirstName LastName
Robert Azelby
Eliem Therapeutics, Inc.
June 8, 2021
Page 4
General
14.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 Sasha Parikh at 202-551-3627 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Hambelton