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CORRESP
 1
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 CORRESP

 Connect Biopharma Holdings Limited
 3580 Carmel Mountain Road, Suite 200
 San Diego, CA 92130 June 24, 2025
 VIA EDGAR Alan Campbell
 Office of Life Sciences Division of Corporation Finance
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Connect Biopharma Holdings Limited
 Registration Statement on Form F-3
 File No. 333-287918
 To the addressee set forth above: Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Connect Biopharma Holdings Limited, respectfully requests that the effective date of the Registration Statement
on Form F-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on June 26, 2025, or as soon as practicable thereafter.
 If you have any questions or require additional information, please contact Michael E. Sullivan of Latham & Watkins LLP at (858) 523-3959. Thank you for your assistance and cooperation in this matter.

 Sincerely,

 CONNECT BIOPHARMA HOLDINGS LIMITED

 By:

 /s/ Jeff Cohn

 Jeff Cohn

 General Counsel and Corporate Secretary

 cc:
 Barry Quart, Pharm.D., Connect Biopharma Holdings Limited
 Michael E. Sullivan, Latham & Watkins LLP

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

Jeff Cohn, Esq.
General Counsel and Corporate Secretary
Connect Biopharma Holdings Limited
3580 Carmel Mountain Road, Suite 200
San Diego, CA 92130

 Re: Connect Biopharma Holdings Limited
 Registration Statement on Form F-3
 Filed June 10, 2025
 File No. 333-287918
Dear Jeff Cohn Esq.:

 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 Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael E. Sullivan, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 10, 2023
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
12265 El Camino Real, Suite 350
San Diego, CA 92130
Re:Connect Biopharma Holdings Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-40212
Dear Zheng Wei:
            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
cc:       Steven Chan

CORRESP
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CORRESP

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

July 24, 2023

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

VIA EDGAR

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Mr. Tyler Howes

Madrid

Washington, D.C.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

Re:
 Connect Biopharma Holdings Limited

 Annual Report on Form 20-F for the Fiscal Year ended
December 31, 2022

 Filed April 11, 2023

 File No. 001-40212

Dear Mr. Howes:

 On behalf of our client,
Connect Biopharma Holdings Limited (“Connect” or the “Company”), we are submitting this letter setting forth the Company’s responses to the comments contained in the letter dated July 11,
2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for
the fiscal year ended December 31, 2022 (the “Form 20-F”).

 The
Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Form 20-F. For ease of reference, we have set forth the Staff’s comments in italics and the Company’s response for each item below.

Form 20-F for the Fiscal Year ended December 31, 2022

Part 1

 Item 3. Key Information, page 4

1.
 In future filings, please disclose prominently at the outset of Part I that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your subsidiaries. In addition, please provide early in the Key Information section a diagram of your corporate structure.

Connect’s Response: The Company acknowledges the Staff’s comment and respectfully informs the Staff that, in its future filings on
Form 20-F, the Company will (i) disclose prominently at the outset of Part I that the Company is not a Chinese operating company but a Cayman Islands holding company with operations conducted by the
Company’s subsidiaries and (ii) provide early in the Key Information section a diagram of the Company’s corporate structure.

 July 24, 2023

 Page
 2

 Permissions, Approvals, Licenses and Permits Required from the PRC Authorities for Our Operations
..., page 7

2.
 Please disclose each permission or approval that you or your subsidiaries are required to obtain from
Chinese authorities to operate your business and to offer securities to foreign investors in future filings.

Connect’s Response: The Company acknowledges the Staff’s comment and respectfully informs the Staff that, in its future filings on
Form 20-F, the Company will include or continue to include the required disclosures regarding permissions or approvals that may be required from the China Securities Regulatory Commission, Cyberspace
Administration of China or other PRC regulatory authorities, including in the Summary of Risk Factors section.

 Item 4. Information on the Company

 General Information, page 76

3.
 Please revise future filings to disclose if you have specific cash management policies that dictate how
funds are transferred through your organization and if applicable, describe such policies and procedures.

Connect’s Response: The Company acknowledges the Staff’s comment and respectfully informs the Staff that, in its future filings on
Form 20-F, the Company will disclose further details on its internal cash transfer policies.

 Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 174

4.
 We note your statement that you reviewed your register of members and public filings made by your
securityholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third-party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third-party certifications relied upon in connection with the required disclosures under
paragraphs(b)(2) and (3).

 Connect’s Response: The Company respectfully advises the Staff that it did not rely
on any legal opinions or third-party certifications as the basis for its submission. However, the Company has received written confirmations from the directors of the Company and its consolidated foreign operating entities and each of them
represented that he/she is not an official of the Chinese Communist Party. The Company believes that all of its directors and the directors of its consolidated foreign operating entities have

 July 24, 2023

 Page
 3

demonstrated honesty and integrity in their business activities. The Company respectfully advises the Staff that it also reviewed (i) its shares register provided by Maples Corporate
Services Limited, (ii) Schedules 13G filed by its securityholders, and (iii) its non-objecting beneficial owner list. Based on the absence of any foreign governmental entity in its shares register or
non-objecting beneficial owner list, the absence of any Schedule 13D or 13G filing made by any foreign governmental entity with respect to the Company’s securities, and the absence of foreign government
representation on its board of directors, the Company has no awareness or belief that it is owned or controlled by a government entity in mainland China. If still applicable at the time of future filings on Form
20-F, the Company will electronically submit to the Commission on a supplemental basis a copy of each of the Company’s shares register and non-objecting beneficial
owner list that it reviewed in relation to the Form 20-F filing.

5.
 In order to clarify the scope of your review, please supplementally describe the steps you have taken to
confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

 Connect’s Response: The Company respectfully advises the Staff that it did not rely on any legal opinions or
third-party certifications as the basis for its disclosure. However, it has received written confirmations from the directors of the Company and its consolidated foreign operating entities and each of them represented that he/she is not an official
of the Chinese Communist Party. The Company believes that all of its directors and the directors of its consolidated foreign operating entities have demonstrated honesty and integrity in their business activities. The Company did not, however,
request written confirmations from the directors of the Company and its consolidated foreign operating entities regarding their current or prior membership or affiliation with the Chinese Communist Party (other than with respect to current status as
an official) in light of the language of Item 16I(b)(4), which the Company understood to require disclosure regarding current officials of the Chinese Communist Party.

6.
 With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that
such disclosure is “to the extent known.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the
Chinese Communist Party.

 Connect’s Response: We respectfully confirm that the Company’s articles and the
articles of the Company’s consolidated foreign operating entities do not contain any charter of the Chinese Communist Party, including the text of any such charter.

*********

 July 24, 2023

 Page
 4

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3959. Thank you in advance for your cooperation in connection with this matter.

 Sincerely,

 /s/ Michael Sullivan

 Michael Sullivan

of LATHAM &WATKINS LLP

cc:
 Ibolya Ignat, Securities Exchange Commission

Franklin Wyman, Securities Exchange Commission

Jennifer Thompson, Securities Exchange Commission

Alan Campbell, Securities Exchange Commission

Jiang Bian, Esq., Connect Biopharma Holdings Limited

Cheung Ying (Cathy) Yeung, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
July 11, 2023
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
12265 El Camino Real, Suite 350
San Diego, CA 92130
Re:Connect Biopharma Holdings Limited
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 11, 2023
File No. 001-40212
Dear Zheng Wei:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Part I
Item 3. Key Information, page 4
1.In future filings, please disclose prominently at the outset of Part I that you are not a
Chinese operating company but a Cayman Islands holding company with operations
conducted by your subsidiaries. In addition, please provide early in the Key Information
section a diagram of your corporate structure.
Permissions, Approvals, Licenses and Permits Required from the PRC Authorities for Our
Operations..., page 7
2.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer securities to foreign
investors in future filings.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 July 11, 2023 Page 2
 FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
July 11, 2023
Page 2
Item 4. Information on the Company
General Information, page 76
3.Please revise future filings to disclose if you have specific cash management policies that
dictate how funds are transferred through your organization and if applicable, describe
such policies and procedures.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 174
4.We note your statement that you reviewed your register of members and public filings
made by your securityholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third-party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third-party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
5.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
6.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to the extent known.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            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.
            You may contact Ibolya Ignat at 202-551-3636 or Franklin Wyman at 202-551-3660 if
you have questions regarding comments on the financial statements and related matters.  Contact
Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-3737 if you have any questions
about comments related to your status as a Commission-Identified Issuer during your most
recently completed fiscal year.  Please contact Tyler Howes at 202-551-3370 or Alan Campbell
at 202-551-4224 with any other questions.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 July 11, 2023 Page 3
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
July 11, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Chan

CORRESP
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CORRESP

 Connect Biopharma Holdings Limited

Science and Technology Park

 East
R&D Building, 3rd Floor

 6 Beijing West Road, Taicang

Jiangsu Province, China 215400

 July 1, 2022

 VIA EDGAR

 Ms. Jane Park

Office of Life Sciences

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Re:
 Connect Biopharma Holdings Limited

Registration Statement on Form F-3

File No. 333-264340

Dear Ms. Park:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Connect Biopharma Holdings Limited (the “Company”), respectfully requests that the effective date
of the Registration Statement on Form F-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on July 6, 2022, or as soon as practicable thereafter.

Please contact Michael E. Sullivan of Latham & Watkins LLP, counsel to the Company, at (858)
523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

CONNECT BIOPHARMA HOLDINGS LIMITED

By:

 /s/ Zheng Wei, Ph.D.

Zheng Wei, Ph.D.

Chief Executive Officer

cc:    Jason
 Drory, Securities Exchange Commission

Jiang Bian, Esq., Connect Biopharma Holdings Limited

Michael E. Sullivan, Latham & Watkins LLP

Cheung Ying (Cathy) Yeung, Esq., Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

Emily Roberts, Davis Polk & Wardwell LLP

Donald K. Lang, Davis Polk & Wardwell LLP

CORRESP
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CORRESP

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

June 17, 2022

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

VIA EDGAR

Hamburg

Shanghai

Hong Kong

Silicon Valley

Ms. Jane Park

Houston

Singapore

Office of Life Sciences

London

Tel Aviv

Division of Corporation Finance

Los Angeles

Tokyo

U.S. Securities and Exchange Commission

Madrid

Washington, D.C.

100 F Street N.E.

Milan

Washington, D.C. 20549

Re:
 Connect Biopharma Holdings Limited

Amendment No. 1 to Registration Statement on Form F-3

Filed May 23, 2022

File No. 333-264340

Dear Ms. Park:

 We are in receipt of the
Staff’s letter dated June 3, 2022 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Connect Biopharma Holdings
Limited (“Connect” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement (the
“Amended Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.

The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms
used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comment and the Company’s response below.

Amendment No. 1 to Registration Statement on Form F-3 filed May 23, 2022

Our Company, page 3

1.
 We acknowledge your revised disclosure in response to prior comment 2 that you and your PRC subsidiaries are
not subject to any permission requirements from the CSRC, the CAC or other governmental agency that is required for this offering and that your PRC subsidiaries have obtained all necessary licenses and approvals to conduct your operations in China.
Please advise whether you relied on outside PRC counsel as the basis

 June 17, 2022

Page 2

for your belief that you are not subject to the review or required to obtain prior approval, and if so, file a consent.

Connect’s Response: The Company has revised the disclosure on pages 3, 4, 47,
S-11, S-12 and S-49 of the Amended Registration Statement in response to the Staff’s comment. Additionally, the Company has
filed the consent of its outside PRC counsel, Han Kun Law Offices, as Exhibit 23.3 of the Amended Registration Statement.

 *********

 June 17, 2022

Page 3

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3959. Thank you in advance for your cooperation in connection with this matter.

Sincerely,

/s/ Michael Sullivan

 Michael Sullivan

 of LATHAM & WATKINS
LLP

cc:
 Jason Drory, Securities Exchange Commission

Jiang Bian, Esq., Connect Biopharma Holdings Limited

Cheung Ying (Cathy) Yeung, Esq., Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

Emily Roberts, Davis Polk & Wardwell LLP

Donald K. Lang, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 3, 2022
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu, the People’s Republic of China 215400
Re:Connect Biopharma Holdings Limited
Amendment No. 1 to Registration Statement on Form F-3
Filed May 23, 2022
File No. 333-264340
Dear Dr. Wei:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 27, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed May 23, 2022
Our Company, page 3
1.We acknowledge your revised disclosure in response to prior comment 2 that you and
your PRC subsidiaries are not subject to any permission requirements from the CSRC, the
CAC or other governmental agency that is required for this offering and that your PRC
subsidiaries have obtained all necessary licenses and approvals to conduct your operations
in China.  Please advise whether you relied on outside PRC counsel as the basis for your
belief that you are not subject to the review or required to obtain prior approval, and if so,
file a consent.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 June 3, 2022 Page 2
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
June 3, 2022
Page 2
            Please contact Jane Park at 202-551-7439 or Jason Drory at 202-551-8342 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Sullivan, Esq.

CORRESP
1
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CORRESP

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

May 20, 2022

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

VIA EDGAR

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

Ms. Jane Park

London

Tel Aviv

Office of Life Sciences

Los Angeles

Tokyo

Division of Corporation Finance

Madrid

Washington, D.C.

U.S. Securities and Exchange Commission

Milan

100 F Street N.E.

Washington, D.C. 20549

Re:
 Connect Biopharma Holdings

 Registration Statement on Form F-3

 Filed April 15, 2022

 File No. 333-264340

Dear Ms. Park:

 We are in receipt of the
Staff’s letter dated April 27, 2022 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comments on behalf of Connect Biopharma Holdings
Limited (“Connect” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (the
“Amended Registration Statement”) responding to the Staff’s comments and updating the Registration Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

Registration Statement on Form F-3 filed April 15, 2022

Cover Page

1.
 Please provide prominent disclosure here disclosing that you were provisionally identified by the Commission
on April 12, 2022 under the HFCAA. Refer to https://www.sec.gov/hfcaa. Please also revise your disclosure in the sales agreement prospectus accordingly.

Connect’s Response: The Company has revised the disclosure on the cover pages of the base prospectus and the sales agreement prospectus
and on pages 4, 9, and S-7 of the Registration Statement in response to the Staff’s comment to note that it was conclusively identified by the Commission under the HFCAA in May 2022.

 May 20, 2022

Page
2

 Our Company, page 3

2.
 Prominently disclose each permission that you, or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve of your or your
subsidiaries’ operations, and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the future. Please also revise your disclosure in the sales agreement prospectus accordingly.

Connect’s Response: The Company has revised the disclosure on pages 3, 4, S-10, S-11, and S-12 of the Registration Statement in response to the Staff’s comment.

3.
 We note your disclosure on pages 3 and S-7 relating to the risk that
your securities may be prohibited from trading under the Holding Foreign Companies Accountable Act as early as 2024 if the PCAOB is unable to inspect or fully investigate your auditor. Please revise to clarify that if the PCAOB determines that it
cannot inspect or fully investigate your auditor, your securities could be prohibited from trading and that as a result, an exchange may determine to delist your securities.

Connect’s Response: The Company has revised the disclosure on the cover pages of the base prospectus and sales agreement prospectus and on
pages 4, 9, S-7, S-8, and S-12 of the Registration Statement in response to the Staff’s comment.

Cash Transfer and Dividend Payment, page 6

4.
 Please update your disclosure to disclose if you have specific cash management policies and procedures in
place that dictate how funds are transferred through your organization and if applicable, describe these policies and procedures in greater detail. Please also revise your disclosure in the sales agreement prospectus accordingly.

 Connect’s Response: The Company has revised the disclosure on pages 8 and
S-6 of the Registration Statement in response to the Staff’s comment.

 May 20, 2022

Page
3

 Summary of Risk Factors, page 7

5.
 In your summary of risk factors here and in your sales agreement prospectus, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice.

Connect’s Response: The Company has updated the summary of risk factors on pages 9 and S-8 of
the Registration Statement in response to the Staff’s comment.

6.
 We refer to your summary risk factor on pages 7 and S-8 that PRC
government agencies may exert more oversight and control over offerings that are conducted overseas and non- PRC investment in PRC-based issuers. Please revise to specifically acknowledge the risk that such
oversight and control by the PRC government could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 Connect’s Response: The Company has updated the summary risk factors on pages 9 and S-8 of the Registration Statement in response to the Staff’s comment.

7.
 Please expand your disclosure to specifically discuss whether you have officers or directors located in
China, and if so, address the difficulty of bringing actions and enforcing judgments against individuals located in China. Please also include relevant summary risk factor and risk factor disclosure, as applicable. Please also revise your disclosure
in the sales agreement prospectus accordingly.

 Connect’s Response: The Company has revised the disclosure on
pages 45 and S-53 of the Registration Statement in response to the Staff’s comment. Additionally, the Company has updated the summary risk factors on pages 9 and
S-8 of the Registration Statement. The Company does note, however, that the Company’s administrative office is located in San Diego, California. The Company’s Chief Executive Officer, Chief Financial
Officer and Chief Medical Officer all reside in California and are all U.S. citizens. Among the Company’s executive officers, only the Company’s President, Bill Pan, Ph.D. (a Canadian citizen) resides in China. In addition, of the
Company’s Board of Directors, all other than Dr. Pan and Kan Chen, Ph.D. are U.S. citizens who reside in the United States.

*********

 May 20, 2022

Page
4

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3959. Thank you in advance for your cooperation in connection with this matter.

Sincerely,

 /s/ Michael Sullivan

Michael Sullivan

of LATHAM & WATKINS LLP

cc:
 Jason Drory, Securities Exchange Commission

Jiang Bian, Esq., Connect Biopharma Holdings Limited

Cheung Ying (Cathy) Yeung, Esq., Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

Emily Roberts, Davis Polk & Wardwell LLP

Donald K. Lang, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
April 27, 2022
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu, the People’s Republic of China 215400
Re:Connect Biopharma Holdings Limited
Registration Statement on Form F-3
Filed April 15, 2022
File No. 333-264340
Dear Dr. Wei:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed April 15, 2022
Cover Page
1.Please provide prominent disclosure here disclosing that you were provisionally identified
by the Commission on April 12, 2022 under the HFCAA. Refer to
https://www.sec.gov/hfcaa. Please also revise your disclosure in the sales agreement
prospectus accordingly.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 April 27, 2022 Page 2
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
April 27, 2022
Page 2
Our Company, page 3
2.Prominently disclose each permission that you, or your subsidiaries are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors. State
whether you or your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of your or your subsidiaries’
operations, and state affirmatively whether you have received all requisite permissions
and whether any permissions have been denied.  Please also describe the consequences to
you and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.  Please also revise your
disclosure in the sales agreement prospectus accordingly.
3.We note your disclosure on pages 3 and S-7 relating to the risk that your securities may be
prohibited from trading under the Holding Foreign Companies Accountable Act as early
as 2024 if the PCAOB is unable to inspect or fully investigate your auditor.  Please revise
to clarify that if the PCAOB determines that it cannot inspect or fully investigate your
auditor, your securities could be prohibited from trading and that as a result, an exchange
may determine to delist your securities.
Cash Transfer and Dividend Payment, page 6
4.Please update your disclosure to disclose if you have specific cash management policies
and procedures in place that dictate how funds are transferred through your organization
and if applicable, describe these policies and procedures in greater detail. Please also
revise your disclosure in the sales agreement prospectus accordingly.
Summary of Risk Factors, page 7
5.In your summary of risk factors here and in your sales agreement prospectus, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice.
6.We refer to your summary risk factor on pages 7 and S-8 that PRC government agencies
may exert more oversight and control over offerings that are conducted overseas and non-
PRC investment in PRC-based issuers.  Please revise to specifically acknowledge the risk
that such oversight and control by the PRC government could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 April 27, 2022 Page 3
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
April 27, 2022
Page 3
Enforcement of Civil Liabilities, page 43
7.Please expand your disclosure to specifically discuss whether you have officers or
directors located in China, and if so, address the difficulty of bringing actions and
enforcing judgments against individuals located in China.  Please also include relevant
summary risk factor and risk factor disclosure, as applicable.  Please also revise your
disclosure in the sales agreement prospectus 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
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 Jane Park at 202-551-7439 or Jason Drory at 202-551-8342 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Sullivan, Esq.

CORRESP
1
filename1.htm

CORRESP

March 17, 2021

 VIA EDGAR

Ms. Ada D. Sarmento

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

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Milan

Re:
 Connect Biopharma Holdings Limited

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

Filed March 12, 2021

File No. 333-253631

Dear Ms. Sarmento:

 We are in receipt of
the Staff’s letter dated March 16, 2021 with respect to the above-referenced Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). We are
responding to the Staff’s comment on behalf of Connect Biopharma Holdings Limited (“Connect Biopharma” or the “Company”) as set forth below.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Amendment. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

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

General

1.
 We note that the tax opinion filed as Exhibit 8.2 appears to be a short-form tax opinion. Please have
counsel revise the opinion to clearly identify that the “Taxation – People’s Republic of China Taxation” disclosure is the opinion of the counsel. Please also revise the opinion to provide the consent of counsel to being named in
the registration statement. For guidance, refer to Sections III.B.2 and IV of Staff Legal Bulletin No. 19.

Connect Biopharma’s Response: The Company confirms that counsel has revised Exhibit 8.2 in response to the Staff’s comment.

2.
 Please revise the arbitration provisions in Exhibit 10.2 to clearly state that they do not apply to claims
under the Securities Act or the Exchange Act.

 March 17, 2021

 Page
 2

 Connect Biopharma’s Response: The Company advises the Staff that the arbitration
provisions in the deposit agreement only govern disputes or differences arising from or in connection with the relationship created by the deposit agreement and expressly state that they do not preclude any investor from bringing a claim arising
under the Securities Act or the Exchange Act and that no disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of the deposit agreement.

In response to the Staff’s comment, the Company proposes to revise the disclosure on pages 84 and 211 of the Registration Statement as
follows prior to effectiveness:

 “Your rights to pursue claims against the depositary as a holder of ADSs are
limited by the terms of the deposit agreement.”, page 84

 The depositary may, in its sole discretion,
require that any dispute or difference arising from the relationship created by the deposit agreement be referred to and finally settled by an arbitration conducted under the terms described in the deposit agreement, although
the. These arbitration provisions govern such dispute or difference and do not, in any event, preclude you from pursuing claims under the Securities Act or the Exchange Act in state or federal courts. See
“Description of American Depositary Shares” for more information.

 Jurisdiction and Arbitration, page 211

 The laws of the State of New York govern the deposit agreement and the ADSs and we have agreed with the depositary that
the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any dispute arising from or in connection with the deposit agreement including claims arising under the Exchange Act or the Securities
Act and that the depositary will have the right to refer any claim or dispute arising from the relationship created by the deposit agreement (including those with purchasers of ADSs in a secondary market transaction) to arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration provisions of the deposit agreement govern such dispute or difference and do not in any event, preclude you from pursuing claims
under the Securities Act or the Exchange Act in federal or state courts.

 *********

Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3959. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Michael E. Sullivan

Michael E. Sullivan

of LATHAM & WATKINS LLP

cc:
 Eric Atallah, Securities and Exchange Commission

Vanessa Robertson, Securities and Exchange Commission

Tim Buchmiller, Securities and Exchange Commission

Zheng Wei, Ph.D., Connect Biopharma Holdings Limited

Wubin Pan, Ph.D., Connect Biopharma Holdings Limited

Patrick A. Pohlen, Latham & Watkins LLP

Jeffrey T. Woodley, Latham & Watkins LLP

United States securities and exchange commission logo
March 16, 2021
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu Province, China 215400
Re:Connect Biopharma Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed March 12, 2021
File No. 333-253631
Dear Dr. Wei:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note that the tax opinion filed as Exhibit 8.2 appears to be a short-form tax opinion.
Please have counsel revise the opinion to clearly identify that the "Taxation – People's
Republic of China Taxation" disclosure is the opinion of the counsel. Please also revise
the opinion to provide the consent of counsel to being named in the registration
statement. For guidance, refer to Sections III.B.2 and IV of Staff Legal Bulletin No. 19.
2.Please revise the arbitration provisions in Exhibit 10.2 to clearly state that they do not
apply to claims under the Securities Act or the Exchange Act.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 March 16, 2021 Page 2
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
March 16, 2021
Page 2
            You may contact Eric Atallah at 202-551-3663 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick A. Pohlen, Esq.

CORRESP
1
filename1.htm

CORRESP

 Connect Biopharma Holdings Limited

Science and Technology Park

 East
R&D Building, 3rd Floor

 6 Beijing West Road, Taicang

Jiangsu Province, China 215400

 March 16,
2021

 VIA EDGAR

 Ms. Ada D.
Sarmento

 Office of Life Sciences

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street N.E.

 Washington, D.C. 20549

Re:
 Connect Biopharma Holdings Limited

 Registration Statement on Form F-1

 File No. 333-253631

Dear Ms. Sarmento:

 Pursuant to Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Connect Biopharma Holdings Limited (the “Company”), respectfully requests that the effective
date of the Registration Statement on Form F-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on March 18, 2021, or as soon as practicable thereafter.

Please contact Michael E. Sullivan of Latham & Watkins LLP, counsel to the Company, at (858)
523-3959, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

CONNECT BIOPHARMA HOLDINGS LIMITED

By:

/s/ Zheng Wei, Ph.D.

Zheng Wei, Ph.D.

Chief Executive Officer

cc:
 Eric Atallah, Securities and Exchange Commission

 Vanessa Robertson, Securities and Exchange Commission

 Tim Buchmiller, Securities and Exchange Commission

 Wubin Pan, Ph.D., Connect Biopharma Holdings Limited

 Patrick A. Pohlen, Latham & Watkins LLP

 Michael E. Sullivan, Latham & Watkins LLP

 Jeffrey T. Woodley, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Jefferies LLC

520 Madison Avenue

 New York, New York 10022

SVB Leerink LLC

 255 California Street, 12th Floor

San Francisco, California 94111

 Piper Sandler & Co.

 800 Nicollet Mall

 Minneapolis, Minnesota 55402

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre

 1 Harbour View
Street, Central

 Hong Kong

 March 16, 2021

VIA EDGAR

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Attention:

 Ada D. Sarmento

 Eric Atallah

Vanessa Robertson

 Tim Buchmiller

Re:
 Connect Biopharma Holdings Limited (the “Company”)

 Registration Statement on Form F-1 (File No. 333-253631)

 Registration Statement on Form 8-A (File No. 001-40212)

 Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00
P.M., Eastern Time on March 18, 2021, or as soon as practicable thereafter.

 Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between March 12, 2021 and the date hereof, approximately 1,050 copies of the preliminary prospectus of the Company dated March 12, 2021 were
distributed to prospective underwriters, dealers, institutional investors and others.

 We have been advised by the prospective
underwriters 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.

[Signature page follows]

Very truly yours,

JEFFERIES LLC

SVB LEERINK LLC

PIPER SANDLER & CO.

 CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

 Acting on behalf of themselves and the several underwriters

JEFFERIES LLC

By:

 /s/ Michael Brinkman

Name:

Michael Brinkman

Title:

Managing Director

Joint US Head of Biopharmaceuticals

SVB LEERINK LLC

By:

 /s/ Stuart Nayman

Name:

Stuart Nayman

Title:

Managing Director, Senior Legal Counsel

PIPER SANDLER & CO.

By:

 /s/ Chad Huber

Name:

Chad Huber

Title:

Managing Director

 CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

 /s/ Shi Qi

Name:

Shi Qi

Title:

Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 12670 High Bluff Drive

San Diego, California 92130

 Tel: +1.858.523.5400 Fax:
+1.858.523.5450

 www.lw.com

FIRM / AFFILIATE OFFICES

 March 9, 2021

VIA EDGAR

Ms. Ada D. Sarmento

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

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 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

 Washington, D.C.

 100 F Street N.E.

 Washington,
D.C. 20549

Re:
 Connect Biopharma Holdings Limited

 Registration Statement on Form F-1

 Filed February 26, 2021

 File No. 333-253631

Dear Ms. Sarmento:

 We are in receipt of
the Staff’s letter dated March 5, 2021 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Connect Biopharma
Holdings Limited (“Connect Biopharma” or the “Company”) as set forth below.

 The
Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amendment. For ease of reference, we
have set forth the Staff’s comment and the Company’s response for such item below.

 Registration Statement on Form F-1

 Description of American Depositary Shares

Jurisdiction and Arbitration, page 210

1.
 We note your disclosure that the arbitration provisions of the deposit agreement “do not preclude [ADS
holders] from pursuing claims under the Securities Act or the Exchange Act in federal or state courts.” Please ensure, if true, that the deposit agreement clearly states that the arbitration provisions do not apply to claims under the
Securities Act or the Exchange Act.

 Connect Biopharma’s Response: The Company confirms that the deposit
agreement clearly states that the arbitration provision does not apply to claims under the Securities Act or the Exchange Act.

 *********

 March 9, 2021

Page 2

 Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3959. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Michael E. Sullivan

 Michael E. Sullivan

 of LATHAM &
WATKINS LLP

cc:
 Eric Atallah, Securities and Exchange Commission

Vanessa Robertson, Securities and Exchange Commission

Tim Buchmiller, Securities and Exchange Commission

Zheng Wei, Ph.D., Connect Biopharma Holdings Limited

Wubin Pan, Ph.D., Connect Biopharma Holdings Limited

Patrick A. Pohlen, Latham & Watkins LLP

Jeffrey T. Woodley, Latham & Watkins LLP

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

Abu Dhabi

Milan

Barcelona

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March 8, 2021

Dubai

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Washington, D.C.

 VIA EDGAR AND HAND DELIVERY

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

FOIA Confidential Treatment

Requested Under 17 C.F.R. § 200.83

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:

Eric Atallah

Vanessa Robertson

Ada Sarmento

Tim Buchmiller

Re:
 Connect Biopharma Holdings Limited

   Registration Statement on Form F-1

   Filed on February 26, 2021

   File No. 333-253631

Ladies and Gentlemen:

 On behalf of Connect
Biopharma Holdings Limited (the “Company”), we submit this letter (this “Letter”) to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”). The Company originally filed the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) with the Commission on
February 26, 2021.

 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested by Connect Biopharma Holdings Limited with respect to this letter.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1001

 March 8, 2021

 Page
 2

 The purpose of this Letter is to provide supplemental information to the Staff with respect
to the accounting treatment for share-based compensation for its consideration during the review cycle so that the Company may be in a position to print a preliminary prospectus as promptly as practicable. In particular, the Company references
Comment #11 of the Staff’s letter dated January 13, 2021 with respect to providing an explanation for the determination of the fair value of the ordinary shares underlying the Company’s equity issuances and the reasons for any
differences between the recent valuations of its ordinary shares and the estimated offering price. The supplemental response set forth below is based upon information provided to Latham & Watkins LLP by the Company.

The Company supplementally advises the Staff that it anticipates printing its preliminary prospectus on or about March 12, 2021 and
commencing its road show as early as March 15, 2021, with a target pricing date as early as March 18, 2021.

 On behalf of the
Company, we are respectfully requesting confidential treatment for specified portions of this letter pursuant to Rule 83 promulgated by the Commission (17 C.F.R. § 200.83). This letter is accompanied by such request for confidential treatment
because of the commercially sensitive nature of the information discussed in this letter. A redacted version of this letter will be filed with the Commission on EDGAR, omitting the confidential information.

The Company’s discussion of its accounting for share-based compensation is primarily contained within the sections of the Registration
Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Recognition of Share-Based Compensation Expenses” and “—Ordinary
Share Valuation” (the “MD&A”) and appears on pages 112 through 114 of the Registration Statement.

 The
Company supplementally advises the Staff that, while not reflected in the Registration Statement, based on discussions with the Company’s Board of Directors (the “Board of Directors”) and current market conditions and
reflecting the input from the underwriters for its initial public offering (“IPO”), the Company currently anticipates an approximate price range of $[***] to $[***] per share for the Company’s ordinary shares (the
“Preliminary IPO Price Range”), with a midpoint of the anticipated range of approximately $[***] per share (the “Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed
IPO Price do not reflect any stock split that the Company might affect prior to the Commission’s declaration of effectiveness of the Registration Statement. The Company is currently anticipating implementing an approximately [***]-to-1 reverse stock split, which would result in a post-split Preliminary IPO Price Range of $[***] to $[***] per share, with a midpoint of $[***] per share. The post-split price range will be narrowed within
the post-split Preliminary IPO Price Range prior to distribution of the preliminary prospectus in connection with the Company’s road show. For consistency with the Registration Statement, all data in this letter is reflected on a pre-split basis, unless otherwise expressly noted.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1002

 March 8, 2021

 Page
 3

 The Company’s final post-split Preliminary IPO Price Range remains under discussion
between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

STOCK OPTION GRANTS SINCE DECEMBER 31, 2019

The following table summarizes the number of ordinary shares underlying stock options granted since December 31, 2019, as well as the
associated per share exercise price and the estimated fair value per share of the Company’s ordinary shares used to determine share-based compensation expense for financial reporting purposes.

 Grant Date

Number of Shares
Underlying Options
Granted

Exercise Price
Per Share

Estimated
Fair Value

 April 22, 2020

540,055
(a)

$
0.55

$
[
***]

 December 14, 2020

1,977,488

$
4.69

$
[
***]

 December 21, 2020

94,000

$
4.69

$
[
***]

 January 11-February 1, 2021

95,000
(b)

$
4.69

$
[
***]

 February 20, 2021

1,466,962

$
6.72

$
[
***]

(a)
 The number of options granted for valuation purposes is 519,000. The difference relates to one option holder
who signed their grant letter in 2019, but resigned prior to Board approval in April 2020. As such, the valuation excludes these options.

(b)
 Comprises options to acquire 15,000, 60,000 and 20,000 ordinary shares granted on January 11, 2021,
January 18, 2021 and February 1, 2021, respectively.

 HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY

The Company has historically determined the fair value of its ordinary shares using methodologies, approaches and assumptions consistent with
the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Board
of Directors also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s ordinary shares as disclosed in the Registration Statement.

The Company was founded in November 2015 and since March 2020, the Company has obtained independent third-party valuations of its ordinary
shares on at least a quarterly basis as well as following events or conditions that the Company determines could cause the assumptions, qualifications or methodologies contained in prior independent third-party valuations to materially change. As
described in greater detail in the MD&A, the Company utilized a hybrid method where total equity value was allocated to its preferred shares and ordinary shares under two different scenarios: (i) a Liquidation Scenario and (ii) an IPO
Scenario.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1003

 March 8, 2021

 Page
 4

 Under the Liquidation Scenario, as the Company’s preferred shareholders would have
priority rights to claim for the equity value over the ordinary shareholders, the Option Pricing Method (“OPM”) was applied to allocate the total equity value to these different classes of shares. The OPM treats the preferred
shares and ordinary shares as call options with distinct claims on the Company’s total equity value on liquidation preference of the preferred shares. The option’s exercise price is based on a comparison of the total equity value of the
Company, which is determined based on the liquidation preference amount. The characteristics of each class of shares, including the conversion ratio and any liquidation preference of the preferred shares, determine the class of share’s claim on
the equity value.

 In the OPM framework, the backsolve method for inferring the equity value implied by a recent financing transaction
involves making assumptions for the expected time to liquidity, volatility, and risk-free rate and then solving for the value of equity by calibrating to the value of the most recent class of preferred shares. The OPM was selected as the
Company’s management concluded that the Company’s financing transactions were negotiated transactions that provided the best indication of the fair value of its preferred shares at each measurement date.

Under the IPO Scenario, the total equity value was allocated to the preferred shares and ordinary shares on an
as-if-fully-converted basis since all of the preferred shares will be converted into ordinary shares in connection with the completion of an IPO.

The increased value ascribed to the Company under an IPO Scenario since December 31, 2019 was primarily driven by the pre-money equity value expected on the Company’s assumed IPO date, which increased from $[***] as of March 31, 2020 to $[***] as of December 31, 2020. The
pre-money equity value was reduced to $[***] as of the February 20, 2021 valuation date. These assumptions were driven by evolving market conditions and were determined in consideration of input provided
by investors and investment bankers and market multiples for comparable companies completing IPOs at a similar stage of development. These multiples fluctuated during the course of the year based on evolving market conditions. During 2020, the
market multiples were strong in contemplation of recent IPOs. However, since December 31, 2020, the Company has seen downward pressure on IPO market multiples.

After the equity value was determined and allocated to the various equity securities under each of the Liquidation Scenario and the IPO
Scenario, a discount for lack of marketability (“DLOM”) was applied to each scenario to arrive at the fair value of the Company’s ordinary shares. A DLOM is applied based on the theory that as a private company, an owner
of the shares has limited opportunities to sell the shares, and any such sale would involve significant transaction costs, thereby, reducing the overall fair market value. Based on these factors, an adjustment to the preliminary value estimate must
be made to account for the lack of liquidity an owner of a private enterprise would experience.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1004

 March 8, 2021

 Page
 5

 The DLOMs applied by the Company under the Liquidation Scenario are as follows:

 Valuation Date

Liquidation
Scenario
DLOM

March 31, 2020

[***]%

June 30, 2020

[***]%

August 31, 2020

[***]%

September 30, 2020

[***]%

December 1, 2020

[***]%

December 31, 2020

[***]%

February 20, 2021

[***]%

 The DLOMs applied by the Company under the IPO Scenario are as follows:

 Valuation Date

IPO Scenario
DLOM

March 31, 2020

[***]%

June 30, 2020

[***]%

August 31, 2020

[***]%

September 30, 2020

[***]%

December 1, 2020

[***]%

December 31, 2020

[***]%

February 20, 2021

[***]%

 After applying the DLOM, the fair value of the Company’s ordinary shares was estimated to be the
following under the Liquidation Scenario at each valuation date:

 Valuation Date

Value Per
Ordinary Share

March 31, 2020

$[***]

June 30, 2020

[***]

August 31, 2020

[***]

September 30, 2020

[***]

December 1, 2020

[***]

December 31, 2020

[***]

February 20, 2021

[***]

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1005

 March 8, 2021

 Page
 6

 After applying the DLOM, the fair value of the Company’s ordinary shares was estimated
to be the following under the IPO Scenario at each valuation date:

 Valuation Date

Value Per
Ordinary Share

 March 31, 2020

$
[***]

 June 30, 2020

[***]

 August 31, 2020

[***]

 September 30, 2020

[***]

 December 1, 2020

[***]

 December 31, 2020

[***]

 February 20, 2021

[***]

 The Company probability weighted each scenario at each valuation date as follows:

 Valuation Date

Probability –
Liquidation

Probability –
IPO

 March 31, 2020

[***]%

[***]%

 June 30, 2020

[***]%

[***]%

 August 31, 2020

[***]%

[***]%

 September 30, 2020

[***]%

[***]%

 December 1, 2020

[***]%

[***]%

 December 31, 2020

[***]%

[***]%

 February 20, 2021

[***]%

[***]%

 In the first half of 2020, the Board of Directors did not consider an IPO to be probable given the
Company’s stage of development at the time. In addition, the potential impact of COVID-19 and the uncertainties resulting from the global pandemic could not be predicted at that time. Accordingly, the
Company assumed that it would continue to privately raise external capital to fund its research and development activities. Accordingly, the probability assigned to the IPO Scenario was low.

In August 2020, the Board of Directors considered the progress of the Company’s research and development activities and the fact that the
Company had initiated discussions with investment bankers and legal counsel to determine whether an IPO Scenario was viable and that there were discussions with the Board of Directors to actively pursue an IPO. Accordingly, the Board of Directors
increased the probability assigned to the IPO Scenario. As there had been no significant changes in the Company’s progress towards an IPO in September 2020, no changes to the probability of an IPO Scenario was made between the August 31,
2020 valuation date and the September 30, 2020 valuation date.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 CONNECT BIOPHARMA HOLDINGS LIMITED

CONNECT BIOPHARMA-1006

 March 8, 2021

 Page
 7

 In the December 1, 2020 valuation, the Board of Directors increased the probability of
an IPO Scenario to [***]% from [***]% as the Company had continued to increase its efforts towards an IPO by engaging an interim Chief Financial Officer to execute on the IPO, and engaging with investment bankers and legal counsel and commenced its
IPO preparation process, including preparing for its first audits, conducting an IPO organizational meeting on November 10, 2020 and appointing two additional directors (Karen J. Wilson and Kleanthis G. Xanthopoulos) with public company
experience. However, given there were still significant uncertainties and volatility in the market, the probability of an IPO Scenario was only assessed at [***]% at the December 1, 2020 valuation date.

In the December 31, 2020 valuation, the probability of an IPO Scenario was increased to [***]% as the Company had confidentially
submitted its initial draft registration statement, demonstrating management’s and the Board of Director’s expectation of going through with the IPO. However, as the Company continued to assess its options, including raising additional
capital in the private market, and it observed significant uncertainties and volatility in the market, the probability of an IPO Scenario was only assessed at [***]% at the December 31, 2020 valuation date.

In the February 20, 2021 valuation, the probability of an IPO Scenario was increased to [***]% as the Company then intended to p

United States securities and exchange commission logo
March 5, 2021
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu Province, China 215400
Re:Connect Biopharma Holdings Limited
Registration Statement on Form F-1
Filed February 26, 2021
File No. 333-253631
Dear Dr. Wei:
            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 F-1
Description of American Depositary Shares
Jurisdiction and Arbitration, page 210
1.We note your disclosure that the arbitration provisions of the deposit agreement "do not
preclude [ADS holders] from pursuing claims under the Securities Act or the Exchange
Act in federal or state courts." Please ensure, if true, that the deposit agreement clearly
states that the arbitration provisions do not apply to claims under the Securities Act or the
Exchange Act.
            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 LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 March 5, 2021 Page 2
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
March 5, 2021
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.
            You may contact Eric Atallah at 202-551-3663 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick A. Pohlen, Esq.

United States securities and exchange commission logo
February 10, 2021
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu Province, China 215400
Re:Connect Biopharma Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 26, 2021
CIK No. 0001835268
Dear Dr. Wei:
            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 F-1
Prospectus Summary
Our Pipeline, page 1
1.We note your revisions in response to prior comment 1.  Please revise all performance
claims so that the basis for each statement is clear and you avoid any suggestion that your
candidate has demonstrated efficacy.  For example, you state that the administration of
CBP-201 in your Phase 1b trial led to "rapid improvements in signs and symptoms of AD
disease activity."  Please provide the objective data from your Phase 1b trial that supports
this statement.  You also state that pharmacokinetic data from your Phase 1a trial suggest

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 February 10, 2021 Page 2
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
February 10, 2021
Page 2
that the CBP-201 dose could be administered every four weeks.  Please provide the
objective data from your Phase 1a trial that supports this statement.  Also, please revise to
provide the objective data that supports your belief that CBP-201 has the potential to have
a faster onset of action and a greater clinical response than the current standard of care.  If
the detail that is required to support these statements is too lengthy for the prospectus
summary, please remove the statements from the prospectus summary.
Business
Role of S1P1 in inflammation, page 129
2.We note your revisions in response to prior comment 4.  Please remove the reference to
"favorable" results in prior clinical trials of second generation S1P1 modulators since that
may imply efficacy.
            You may contact Eric Atallah at 202-551-3663 or Vanessa Robertson at 202-551-3659 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick A. Pohlen, Esq.

United States securities and exchange commission logo
January 13, 2021
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu Province, China 215400
Re:Connect Biopharma Holdings Limited
Draft Registration Statement on Form F-1
Submitted December 17, 2020
CIK No. 0001835268
Dear Dr. Wei:
            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 F-1
Prospectus Summary
Overview, page 1
1.We note your disclosure here and in the Business section that CBP-201 is potentially more
effective and convenient than dupilumab and that you believe that CBP-201 has the
potential to bring improved therapeutic benefit to AD patients with greater efficacy, faster
onset of action and less frequent dosing than the current standard of care.  Findings of
efficacy and safety are solely within the authority of the FDA or similar foreign
regulators, and qualifying language that statements of safety and efficacy are expressions

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 January 13, 2021 Page 2
 FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
January 13, 2021
Page 2
of the company's beliefs or expectations do not address this concern.  Please revise these
and any similar statements.  We will not object to reasonable statements explaining why
you believe your product candidates may work in a different way or may provide different
results than current treatments.
2.We note several comparisons to certain product candidates and approved therapies in the
Summary and in the Business section, including Figures 12 and 14.  Since it does not
appear that you have conducted head-to-head trials, please revise your disclosure to
clearly state this fact and disclose why you believe these comparisons are appropriate.  If
you provide disclosure regarding results from other trials, expand your disclosure to
provide the other information regarding these trials that would help an investor make a
meaningful comparison and understand the supporting trials and any limitations and
qualifications associated with such trials (e.g., number of patients and whether any
patients dropped out of the trial or were otherwise excluded and the reasons, patient
population, dosage, how the baseline was measured in each study, the phase of the trial,
serious adverse events, etc.).  Please also make it clear whether you are comparing your
product candidate to another product candidate or an approved therapy.
3.Please remove the references to the 2019 sales of dupilumab and fingolimod as such
disclosure is not appropriate for the Summary.
4.Please remove references to "promising" preliminary clinical responses or "favorable"
preclinical results and Phase 1 results throughout the prospectus.  Please also remove the
references to "promising efficacy" and "improved safety profiles" on page 124 since you
are discussing product candidates that have yet to receive marketing approval.
Our Pipeline, page 2
5.The pipeline table should graphically demonstrate the current status of your product
candidates.  A textual discussion is more appropriate for the next steps or plans for your
product candidates.  As such, please revise your table to eliminate the color coding
for "planned" trials and shorten the lines for CBP-201 in asthma and CRSwNP since you
have yet to initiate the Phase 2 trial and for CBP-174 since you have yet to initiate the
Phase 1 trial.  We note that note 1 to the table indicates that a Phase 2 trial for CBP-307 in
Crohn's Disease was terminated early due to COVID-19 related enrollment changes.
Please clarify whether you will need to begin a new Phase 2 trial or whether you will be
able to restart the paused trial.  If you will need to begin a new Phase 2 trial, please
shorten the line for this product candidate and indication accordingly.  We note your
disclosure on page 3 that CBP-233 is still in the discovery phase.  Please explain why it is
sufficiently material to your business to warrant inclusion in your pipeline table or remove
it from the table.
Our Strategy, page 3
6.Please remove the references throughout your prospectus to potential "first-in-class" or
"best-in-class" product candidates as this statement implies an expectation of regulatory

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 January 13, 2021 Page 3
 FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
January 13, 2021
Page 3
approval and is inappropriate given the length of time and uncertainty with respect to
securing marketing approval.
Summary of Risk Factors, page 5
7.Please revise to disclose the risk that the approval of the China Securities Regulatory
Commission may be required for this offering and the potential consequences since you
do not intend to seek such approval as discussed in the risk factor on page 63.
Risk Factors
Our business benefits from certain financial incentives..., page 69
8.We note your disclosure here that you have benefited from certain financial incentives in
China in the past and your disclosure on page 100 that you have funded your operations
primarily through equity financing and the receipt of government subsidies and tax credits
in China and Australia.  If this financial assistance is reimbursable, please revise to
disclose the maximum amount that you would have to reimburse the Chinese and
Australian governments should you fail to comply with the conditions of these financial
incentives.
Use of Proceeds, page 89
9.Please disclose how far you expect the proceeds from the offering to allow you to proceed
in the development of each of your programs.
10.Please revise your second bullet point to clarify if proceeds from your offering will be
used to further the development of CBP-233.
Critical Accounting Policies and Estimates
d) Ordinary Share Valuation, page 108
11.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price.  This information will
help facilitate our review of your accounting for equity issuances including stock
compensation and beneficial conversion features.  Please discuss with the staff how to
submit your response.
Our Product Candidates, page 116
12.We note your disclosure in this section regarding the results of your Phase 1a and Phase
1b trials for CBP-201 and your Phase 1 trial for CBP-207.  To place the disclosed trial
results in context, please clarify whether each result from these trials is statistically
significant and whether you utilized a p-value that the FDA typically requests for purposes
of assessing efficacy.  For your CBP-201 product candidate, please also disclose any

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 January 13, 2021 Page 4
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
January 13, 2021
Page 4
results from any Phase 2a trial that you conducted or revise to make clear why you are
proceeding to Phase 2b from your Phase 1 trials.
Intellectual Property, page 133
13.Please revise to disclose the material foreign jurisdictions where you own patents or have
pending patent applications.
Licensing Agreement, page 135
14.We note your disclosure on page 14 that as your product candidates progress through
development and toward commercialization, you will need to make milestone payments to
the licensors and other third parties from whom you have in-licensed or acquired your
product candidates, including Arena.  Please revise to disclose the aggregate amount of
milestone payments that may be payable.
Corporate Governance Practices, page 166
15.We note your disclosure in this section that a quorum required for and throughout a
meeting of shareholders consists of one or more shareholders holding shares which carry
in aggregate not less than one-half of all votes attaching to all of your shares in issue and
entitled to vote.  We also note your disclosure on page 177 that a quorum required for any
general meeting of shareholders consists of one or more shareholders present in person or
by proxy, holding shares which carry in aggregate not less than one-third of all votes
attaching to all of our shares in issue and entitled to vote.  Please revise to reconcile your
disclosure.  If your quorum requirement will be for a minority quorum and voting may be
conducted by a show of hands, please add a separate risk factor as appropriate.
General
16.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.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 January 13, 2021 Page 5
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
January 13, 2021
Page 5
            You may contact Eric Atallah at 202-551-3663 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick A. Pohlen, Esq.