SecProbe.io

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 August 21, 2025

Edmund Dunn
SVP, Corporate Controller
Monte Rosa Therapeutics, Inc.
321 Harrison Avenue, Suite 900
Boston, Massachusetts 02118

 Re: Monte Rosa Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 20, 2025
 File No. 001-40522
Dear Edmund Dunn:

 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
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 Securities and Exchange Commission July 22, 2025 Page 1
 July 22, 2025 VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Frank Wyman and Angela Connell   Re: Monte Rosa Therapeutics, Inc. Form 10-K for the fiscal year ended December 31, 2024 Filed March 20, 2025 File No. 001-40522   Ladies and Gentlemen: On behalf of Monte Rosa Therapeutics, Inc., or the Company, this letter responds to the comments set forth in the letter to the Company dated July 15, 2025 from the staff of the Securities and Exchange Commission, or the Staff. For your convenience, we have repeated the Staff’s comment from the July 15, 2025 letter in bold print, and the Company’s response is provided below. Form 10-K for the Fiscal Year Ended December 31, 2024 Notes to the consolidated financial statements 9. Collaboration and license agreements, page F-18 As it relates to your Roche Collaboration and License Agreement, you disclose that you identified two performance obligations related to (1) research and development of initial targets and (2) research and development services related to Roche's option to replace certain targets, and that the transaction price was allocated to these performance obligations based on their relative standalone selling price. Please revise your future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that of the total transaction price of $59 million, $34 million was recognized during 2024 and $25 million was recorded as deferred revenue. It is not clear,

 Securities and Exchange Commission July 22, 2025 Page 2
 however, to which performance obligation(s) this deferred revenue relates. Refer to ASC 606-10-50-13. The Company respectfully acknowledges the Staff’s comment and confirms that in future filings it will provide additional disclosure, including quantifying the amount of the transaction price allocated to each unsatisfied or partially satisfied performance obligation as of the end of such reporting period and an explanation of the period over which it expects to recognize the remaining revenue in accordance with ASC 606-10-50-13. The additional disclosure will be included in the Company’s future annual and quarterly reports under the Securities Exchange Act of 1934, as amended, beginning with the Company’s upcoming Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The following is an example of how the Company expects to provide this additional disclosure, which will be included in the notes to the consolidated financial statements ( additions are italicized ): “As of December 31, 2024, $34.0 million has been recognized as collaboration revenue in the consolidated statements of operations and comprehensive loss and the remaining $25.0 million of the upfront payment and subsequent milestone payments related to customer options are recorded as deferred revenue in the liabilities section of the consolidated balance sheets. The following table summarizes the deferred revenue amounts allocated to performance obligations (in thousands):

 Performance Obligations

 December 31, 2024

 Research and development of initial targets

 $
 19,395

 Research and development for replacement targets

 5,622

 Total deferred revenue

 $
 25,017

 The Company expects that the remaining deferred revenue for the initial targets will be recognized within 27 months. As of December 31, 2024, Roche has not elected to develop any of the replacement targets. If Roche exercises its option to develop a replacement target, the Company expects that deferred revenue related to replacement targets will be recognized within 39 months. Due to the uncertain nature of the research and development being performed by the Company, it may take longer than anticipated to recognize revenue related to the performance obligations for the initial and replacement targets. Any amounts remaining in deferred revenue will be recognized at the conclusion of the Roche Agreement in October 2028.” If you or any other member of the Staff have any questions with regard to the foregoing response, would like to discuss any of the matters covered in this letter, or otherwise require additional information, please contact me at (617) 949-2643.

 Securities and Exchange Commission July 22, 2025 Page 3
   Sincerely,

 /s/ Edmund Dunn

 Edmund Dunn

 Corporate Controller & Principal Accounting Officer

     Cc:   Markus Warmuth, Chief Executive Officer, Monte Rosa Therapeutics, Inc. Philip Nickson, Chief Business and Legal Officer, Monte Rosa Therapeutics, Inc. Robert Puopolo, Goodwin Procter LLP

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 July 15, 2025

Edmund Dunn
SVP, Corporate Controller
Monte Rosa Therapeutics, Inc.
321 Harrison Avenue, Suite 900
Boston, Massachusetts 02118

 Re: Monte Rosa Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 20, 2025
 File No. 001-40522
Dear Edmund Dunn:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to the consolidated financial statements
9. Collaboration and license agreements, page F-18

1. As it relates to your Roche Collaboration and License Agreement, you
disclose that
 you identified two performance obligations related to (1) research and
development of
 initial targets and (2) research and development services related to
Roche's option to
 replace certain targets, and that the transaction price was allocated to
these
 performance obligations based on their relative standalone selling
price. Please revise
 your future filings to quantify the amount of the transaction price
allocated to each
 unsatisfied (or partially satisfied) performance obligation as of the
end of each
 reporting period and an explanation as to the period over which you
expect to
 recognize the remaining revenue. In this regard, we note that of the
total transaction
 price of $59 million, $34 million was recognized during 2024 and $25
million was
 recorded as deferred revenue. It is not clear, however, to which
performance
 obligation(s) this deferred revenue relates. Refer to ASC 606-10-50-13.
 July 15, 2025
Page 2

 In closing, 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 Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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 Monte Rosa Therapeutics, Inc.
 321 Harrison Avenue, Suite 900
 Boston, MA 02118 March 27, 2025
 Via EDGAR Transmission Securities and Exchange
Commission Office of Life Sciences Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Tyler Howes

 Re:
 Monte Rosa Therapeutics, Inc.: Registration Statement on Form S-3 filed
March 20, 2025 (File No. 333-285942)
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Monte Rosa Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the
“ Registration Statement ”) be accelerated to March 31, 2025, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration
Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 If you have any questions regarding this request, please contact Robert Puopolo, Esq. of Goodwin Procter LLP at
 (617) 570-1393.

 Sincerely,

 MONTE ROSA THERAPEUTICS, INC.

 /s/ Markus Warmuth

 Markus Warmuth, M.D. President and Chief
Executive Officer

 cc:
 Philip Nickson, Esq., Monte Rosa Therapeutics, Inc.
 Robert Puopolo, Esq., Goodwin Procter LLP
 Kristen McCarthy, Esq., Goodwin Procter LLP

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<TEXT>
 March 26, 2025

Markus Warmuth, M.D.
Chief Executive Officer
Monte Rosa Therapeutics, Inc.
321 Harrison Avenue, Suite 900
Boston, MA 02118

 Re: Monte Rosa Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 20, 2025
 File No. 333-285942
Dear Markus Warmuth M.D.:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kristen McCarthy, Esq.
</TEXT>
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CORRESP

 July 11, 2022

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Monte Rosa
Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-3

File No. 333-266003

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Monte Rosa Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the
“Registration Statement”) be accelerated to July 13, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration
Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Robert Puopolo of Goodwin Procter LLP at (617)
570-1393.

Sincerely,

MONTE ROSA THERAPEUTICS, INC.

 /s/ Markus Warmuth, M.D.

Markus Warmuth, M.D.

President and Chief Executive Officer

cc:
 Phil Nickson, Ph.D., J.D., General Counsel, Monte Rosa Therapeutics, Inc.

Robert Puopolo, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
July 8, 2022
Markus Warmuth, M.D.
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
Re:Monte Rosa Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-266003
Dear Dr. Warmuth:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Puopolo, Esq.

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 VIA EDGAR

June 21, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Kasey Robinson

 Jeffrey Gabor

Re:
 Monte Rosa Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-256773

 Requested Date:        June 23, 2021

 Requested Time:        4:00 p.m. Eastern Standard Time

 Dear Ms. Robinson and Mr. Gabor:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Monte Rosa Therapeutics, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 23, 2021, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Marishka DeToy at (617) 570-1926. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the
“Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Marishka DeToy, by facsimile to (617) 321-4360 or
by email at mdetoy@goodwinlaw.com.

 [Remainder of page left intentionally blank]

 If you have any questions regarding this request, please contact Marishka DeToy of Goodwin
Procter LLP at (617) 570-1926.

Sincerely,

MONTE ROSA THERAPEUTICS, INC.

/s/  Markus Warmuth

 Markus Warmuth

 President and Chief Executive
Officer

cc:
 Ajim Tamboli, Monte Rosa Therapeutics, Inc.

 Robert E. Puopolo, Goodwin Procter LLP

 Marishka DeToy, Goodwin Procter LLP

CORRESP
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CORRESP

 VIA EDGAR

June 21, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Kasey Robinson

 Jeffrey Gabor

Re:
 Monte Rosa Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-256773

 Requested Date:        June 23, 2021

 Requested Time:        4:00 p.m. Eastern Time

 Dear Ms. Robinson and Mr. Gabor:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), J.P. Morgan Securities
LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters, hereby join Monte Rosa Therapeutics, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-256773) (the “Registration Statement”) to become effective on June 23, 2021,
at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

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

We advise that we have complied and will continue to comply, and that we have been informed by the participating 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, to the extent applicable.

[Signature Page Follows]

Very truly yours,

J.P. MORGAN SECURITIES LLC

By:

/s/  David Ke

 Name:  David Ke

Title:    Managing Director

COWEN AND COMPANY, LLC

By:

/s/  Bill Follis

 Name:  Bill Follis

Title:    Managing Director

PIPER SANDLER & CO.

By:

/s/  Neil Riley

 Name:  Neil Riley

Title:    Head of Syndicate, Equity Capital Markets

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570
1000

 June 21, 2021

 VIA
EDGAR AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Kasey Robinson and Jeffrey Gabor

Re:
 Monte Rosa Therapeutics, Inc.

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

 Filed June 9, 2021

 File No. 333-256773

Dear Ms. Robinson and Mr. Gabor:

This letter is confidentially submitted on behalf of Monte Rosa Therapeutics, Inc. (the “Company”) in response to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s amended Registration Statement on Form S-1, filed on June 9, 2021, originally filed on June 4, 2021 (the “Registration Statement”), as set forth in the Staff’s letter, dated June 15, 2021, addressed to Markus Warmuth
(the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes changes to reflect responses to the Staff’s
comments and other updates.

 For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each
numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and
page references in the responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

Amendment 1 to Form S-1 Filed on June 9, 2021

Dilution, page 85

1.
 Please revise your calculations for your net tangible and pro forma net tangible book value (deficit) per
share as of March 31, 2021 to utilize 6,079,905 outstanding underlying the calculation disclosed on pages F-30 and F-32 as of March 31, 2021 rather than
7,699,359 shares outstanding, which are a result of the unvested shares of restricted stock being classified as issued but not outstanding.

 United States Securities and Exchange Commission

June 21, 2021

 Page 2

 RESPONSE: The Company respectfully advises the Staff that it has revised the
disclosure on page 85 of Amendment No. 2 in response to the Staff’s comment.

 * * * * *

If you should have any questions regarding the enclosed matters, please contact the undersigned at (617)
570-1393

Sincerely,

/s/ Robert E. Puopolo

Robert E. Puopolo, Esq.

cc:
 Markus Warmuth, M.D., Monte Rosa Therapeutics, Inc.

Ajim Tamboli, Monte Rosa Therapeutics, Inc.

Marishka DeToy, Goodwin Procter LLP

United States securities and exchange commission logo
June 15, 2021
Markus Warmuth
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
Re:Monte Rosa Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-256773
Dear Dr. Warmuth:
            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 1 to Form S-1 Filed on June 9, 2021
Dilution, page 85
1.Please revise your calculations for your net tangible and pro forma net tangible book value
(deficit) per share as of March 31, 2021 to utilize 6,079,905 outstanding underlying the
calculation disclosed on pages F-30 and F-32 as of March 31, 2021 rather than 7,699,359
shares outstanding, which are a result of the unvested shares of restricted stock being
classified as issued but not outstanding.

 FirstName LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 June 15, 2021 Page 2
 FirstName LastName
Markus Warmuth
Monte Rosa Therapeutics, Inc.
June 15, 2021
Page 2
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

CORRESP
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 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is

 Monte Rosa
Therapeutics, Inc.

 645 Summer Street

 Boston, MA 02210

Telephone: (617) 949-2643

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

 June 11, 2021

 VIA
EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Kasey Robinson and Jeffrey Gabor

Re:
 Monte Rosa Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-256773

CIK No. 0001826457

 Rule 83
Confidential Treatment Request by Monte Rosa Therapeutics, Inc.

 Ladies and Gentlemen:

On behalf of Monte Rosa Therapeutics, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) received by letter dated May 17, 2021 (the “Original Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on April 19, 2021, resubmitted to the Commission on April 30, 2021 and May 21, 2021 and subsequently publicly filed by the Company with the
Commission on June 4, 2021 and refiled on June 9, 2021 (File No. 333-256773) (the “Registration Statement”), we submit this supplemental letter to further address comment 6 of
the Original Comment Letter.

 CONFIDENTIAL TREATMENT
REQUESTED BY MONTE ROSA THERAPEUTICS, INC.

 June 11, 2021

 Page
 2

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied
by the Company’s request for confidential treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations.

 We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection
with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of
Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

The Company expects to reflect the Stock Split (as defined below) in a pre-effective amendment to the Registration
Statement that includes the estimated Preliminary Price Range (as defined below); however, all dollar amounts and per share amounts in this letter are pre-Stock Split, and therefore, consistent with the
Registration Statement.

 The Company respectfully requests that the bracketed information contained in this letter be treated as confidential
information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to Ajim Tamboli, Chief Financial Officer, Monte Rosa Therapeutics, Inc., 645 Summer Street, Boston, MA 02210 before
it permits any disclosure of the bracketed information in this letter.

 For the convenience of the Staff, we have recited the prior comment from the
Staff in the Original Comment Letter in italicized type and have followed the comment with the Company’s response.

 9. 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 IPO and the
estimated offering price. This information will help facilitate our review of your accounting for equity issuances, including stock compensation. Please discuss with the staff how to submit your response.

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

 CONFIDENTIAL TREATMENT
REQUESTED BY MONTE ROSA THERAPEUTICS, INC.

 June 11, 2021

 Page
 3

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its IPO, before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”), resulting in a midpoint of the Preliminary
Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters
of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to
significant change.

 Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined by the
Company’s board of directors (the “Board”) as of the date of each option grant. As part of this determination, the Board took into consideration the Company’s third-party valuations of its common stock and the Board’s
assessment, with input from management, of additional objective and subjective factors that it believed were relevant. These factors may have changed from the date of the applicable third-party valuation through the date of the grant. As disclosed
in the Registration Statement, the Company’s most recent third-party valuations of its common stock were prepared as of May 31, 2020, August 31, 2020, March 19, 2021 and May 1, 2021.

The Company’s determinations of the fair value of the common stock were performed 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 “Practice Guide”). In accordance with the Practice
Guide, the Company considered the following methods for allocating the enterprise value across its classes and series of shares to determine the estimated fair value of its incentive shares at each valuation date.

•

 Option Pricing Method (“OPM”). The OPM estimates the value of the common equity of the
Company by treating the rights of the holders of common equity as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of the Company’s
preferred shares, as well as their rights to participation. Thus, the value of the common stock can be determined by estimating the value of its portion of each of these call option rights. Consequently, the common stock has value only if the funds
available for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event.

•

 Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a scenario- based
analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by the Company, as well as the economic and control rights of
each share class.

 CONFIDENTIAL TREATMENT
REQUESTED BY MONTE ROSA THERAPEUTICS, INC.

 June 11, 2021

 Page
 4

•

 Hybrid Method. The Hybrid Method is a hybrid between the PWERM and OPM, 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.

 Additionally, as the Company’s shares represent a non-marketable interest in a
private enterprise, an adjustment to the preliminary fair value estimates must be made to account for the lack of liquidity that a holder may experience. This adjustment is commonly referred to as a discount for lack of marketability
(“DLOM”).

 The following table summarizes the number of shares subject to stock-based awards granted and key assumptions used by the
Company in its most recent valuations:

IPO Scenario

Recent Transaction
Method

 Date of Grant

Type of Award

Number of
Shares
Subject to
Stock Based
Awards
Granted

Fair
Value
per
share

Valuation
Date

Weighting

DLOM

Weighting

DLOM

Indicated
Fair
Value per
Share of
Common
Stock

 August 2020

Options

1,038,873

$
0.21

5/31/2020

n/a

100
%

35
%

$
0.32

 September to December 2020

Options

6,747,273

$
0.41

8/31/2020

n/a

100
%

30
%

$
0.62

 December 2020

Restricted stock

637,741

$
0.62

8/31/2020

n/a

100
%

30
%

$
0.62

 April 2021

Options

9,155,982

$
1.20

3/19/2021

30
%

14
%

70
%

30
%

$
1.74

 May 2021

Options

314,250

$
1.53

5/1/2021

50
%

8
%

50
%

30
%

$
2.23

 The Company has not granted any additional equity awards since May 17, 2021, when it granted 314,250 options, as
indicated in the table above.

 In connection with the awards granted in April and May 2021, the independent third- party valuation specialist used the
Hybrid Method that incorporated the OPM and PWERM methodologies. The change in methodology reflected the Company’s Series C preferred shares financing in March 2021 and the Company’s improved visibility into the timing of a potential IPO,
but still considered the uncertainty around the Company’s value if an IPO was not achieved. These valuations, which were used, in part, by the Company’s Board to

 CONFIDENTIAL TREATMENT
REQUESTED BY MONTE ROSA THERAPEUTICS, INC.

 June 11, 2021

 Page
 5

determine the fair value of the Company’s common stock as of the grant date of each option award, were based on the possibility of a future IPO scenario and on the Company’s recent
transactions. The equity value of the Company in each IPO scenario was determined using market approaches. The IPO scenario assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation
preferences and preferential rights attributable to the preferred stock as compared to the common stock prior to the IPO. Each valuation probability-weighted the future event scenarios based on the Company’s assessment of its development
pipeline and market conditions at that time. For the IPO scenario, the Company then applied DLOM, determined by a put option analysis that considered the timing of a future IPO scenario.

At each grant date, management evaluated any recent events and their potential impact on the estimated fair value per share of the common stock. For grants
made on dates for which there was no contemporaneous independent third-party valuation, management determined the fair value of the common stock on the date of grant taking into consideration the immediately preceding valuation report as well as
other pertinent information available to the Company at the time of the grant.

 Analysis of Incentive Share Grants in the Preceding 12 Months

August 2020 Grants

 Management estimated that the fair
value of the Company’s common stock was $0.32 per share based on objective and subjective factors that it believed were relevant and the results of its most recent third-party valuation performed as of May 31, 2020. The valuation analysis
was performed using the recent transaction method relative to the Company’s $12.5 million Series A-2 preferred stock financing at $1.2984 per share using an OPM backsolve method to derive the total
implied equity value.

 The estimated total fair value of equity was allocated to the different classes of equity using the OPM
allocation framework. Under the OPM allocation framework, the valuation specialist estimated the breakpoints for the different classes of equity and applied the OPM to arrive at the fair value of each class of equity security, including the common
stock.

 The OPM allocation utilized a probability-weighted term of 2.2 years based on an analysis of potential transactions which considered the
Company’s funding status and time to a potential liquidity event. A volatility factor of 73% was selected based on an analysis of guideline public companies. The DLOM was concluded to be 35.0%.

September through December 2020 Grants

 Management
estimated that the fair value of the Company’s common stock was $0.62 per share based on objective and subjective factors that it believed were relevant and the results of its most recent third-party valuation performed as of August 31,
2020. The valuation analysis was performed using the recent transaction method relative to the Company’s $48.0 million Series

 CONFIDENTIAL TREATMENT
REQUESTED BY MONTE ROSA THERAPEUTICS, INC.

 June 11, 2021

 Page
 6

B preferred stock capital raise at $2.00 per share using an OPM backsolve method. The Series B financing included an initial Series B share and the right to purchase additional Series B Preferred
in one additional tranche closing. As a result, the OPM backsolve considered the initial Series B Preferred plus the call option to purchase Series B shares in one additional tranche to derive the bundle purchase price of the Series B Preferred
equal to $2.00 per share.

 The total fair value of equity was then allocated to the different classes of equity using the OPM allocation framework. Under
the OPM allocation framework, the valuation specialist estimated the breakpoints for the different classes of equity and applied the OPM to arrive at the fair value of each class of equity security, including the common stock.

The OPM allocation utilized a probability-weighted term of 2.8 years based on an analysis of potential transactions which considered the Company’s
funding status and time to a potential liquidity event. A volatility factor of 75% was selected based on an analysis of guideline public companies. The DLOM was concluded to be 30.0%.

April 2021 Grants

 Management estimated that the fair
value of the Company’s common stock was $1.74 per share based on objective and subjective factors that it believed were relevant and the results of its most recent third-party valuation performed as of March 19, 2021. The valuation
analysis was performed using the Hybrid Method, estimating the probability-weighted value across two scenarios, (i) an OPM backsolve scenario based on the Company’s Series C preferred share financing (recent transaction method) being
weighted at 70%; and (ii) an IPO scenario (guideline transactions method) being weighted at 30%.

 OPM Backsolve Scenario

In the OPM backsolve scenario, the Company’s total equity value was derived using the OPM backsolve method relative to the Company’s
$95.0 million Series C preferred share financing at $2.9637 per share in March 2021.

 The total fair value of equity in the OPM backsolve scenario
was then allocated to the different classes of equity using the OPM allocation framework. Under the OPM allocation framework, the valuation specialist estimated the breakpoints for the different classes of equity and

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 June 9, 2021

 VIA
EDGAR AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Kasey Robinson and Jeffrey Gabor

Re:
 Monte Rosa Therapeutics, Inc.

 Draft Registration Statement on Form S-1

 Submitted April 19, 2021

 CIK No. 0001826457

Dear Ms. Robinson and Mr. Gabor:

This letter is confidentially submitted on behalf of Monte Rosa Therapeutics, Inc. (the “Company”) in response to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Draft Registration Statement on Form S-1, originally confidentially submitted on April 19, 2021 and resubmitted on April 30, 2021 and May 21, 2021 (the “Draft Registration Statement”), as set forth in the Staff’s
letter, dated June 7, 2021, addressed to Markus Warmuth (the “Comment Letter”). The Company is concurrently filing Amendment No. 1 to the Company’s Registration Statement on Form
S-1, filed June 4, 2021 (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the
responses refer to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

Amendment No. 2 to Draft Registration Statement on Form S-1 submitted on May 21, 2021

Prospectus Summary

 Overview, page 1

1.
 We note your revisions in response to comment 2. Please further revise your disclosure to remove your
references to “highly validated” proteins and similar statements throughout your registration statement that could imply that your product candidates are more likely to receive FDA approval than others.

 United States Securities and Exchange Commission

June 9, 2021

  Page
 2

 RESPONSE: The Company respectfully advises the Staff that it has revised the
disclosure on pages 2, 3, 103, 104 and 110 of Amendment No. 1 in response to the Staff’s comment.

2.
 We note your revisions in response to comment 3. You continue to describe your product candidates as
“potent” throughout your registration statement and state that they have demonstrated the potential for “potent antitumor activity” on page 105. Please revise these and similar statements in your registration statement, as they
continue to inappropriately indicate your conclusions regarding the efficacy of your product candidates.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 1, 3, 103, 105, 118, 121 and 122 of
Amendment No. 1 in response to the Staff’s comment.

 Our Pipeline, page 3

3.
 Refer to comment 5. Please include separate columns for Phase 1 and Phase 2 trials or tell us the basis for
your belief that you will be able to conduct Phase 1/2 trials for all your product candidates.

 RESPONSE: The
Company respectfully advises the Staff that it has revised the disclosure on pages 3 and 106 of Amendment No. 1 in response to the Staff’s comment.

Capitalization, page 82

4.
 Please reconcile the 7,699,359 shares outstanding as of March 31, 2021 disclosed in your capitalization
table to the 6,079,905 outstanding shares disclosed on pages F-30 and F-32 as of March 31, 2021. Please note this comment also applies to your outstanding shares
utilized in your calculations for your net tangible and pro forma net tangible book value (deficit) per share as of March 31, 2021 located on page 84.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 82 of Amendment No. 1 in response
to the Staff’s comment. The 1,619,454 share discrepancy between the issued and outstanding shares is a result of the unvested shares of restricted stock being classified as issued but not outstanding.

Business

 Collaboration and option agreement, page 136

5.
 We note your revised disclosure in response to comment 13. Please further revise to disclose a dollar amount
of aggregate future potential milestone payments to be paid under the agreement.

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on page 136 of Amendment No. 1 in response to the Staff’s comment.

 United States Securities and Exchange Commission

June 9, 2021

  Page
 3

 * * * * *

If you should have any questions regarding the enclosed matters, please contact the undersigned at (617)
570-1393

Sincerely,

/s/ Robert E. Puopolo

Robert E. Puopolo, Esq.

cc:
 Markus Warmuth, M.D., Monte Rosa Therapeutics, Inc.

Ajim Tamboli, Monte Rosa Therapeutics, Inc.

Marishka DeToy, Goodwin Procter LLP

United States securities and exchange commission logo
June 7, 2021
Markus Warmuth
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
Re:Monte Rosa Therapeutics, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 21, 2021
CIK No. 0001826457
Dear Dr. Warmuth:
            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. 2 to Draft Registration Statement on Form S-1 submitted on May 21, 2021
Prospectus Summary
Overview, page 1
1.We note your revisions in response to comment 2.  Please further revise your disclosure to
remove your references to "highly validated" proteins and similar statements throughout
your registration statement that could imply that your product candidates are more likely
to receive FDA approval than others.
2.We note your revisions in response to comment 3.  You continue to describe your product
candidates as "potent" throughout your registration statement and state that they have
demonstrated the potential for "potent antitumor activity" on page 105.  Please revise

 FirstName LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 June 7, 2021 Page 2
 FirstName LastName
Markus Warmuth
Monte Rosa Therapeutics, Inc.
June 7, 2021
Page 2
these and similar statements in your registration statement, as they continue to
inappropriately indicate your conclusions regarding the efficacy of your product
candidates.
Our Pipeline, page 3
3.Refer to comment 5.  Please include separate columns for Phase 1 and Phase 2 trials or tell
us the basis for your belief that you will be able to conduct Phase 1/2 trials for all your
product candidates.
Capitalization , page 82
4.Please reconcile the 7,699,359 shares outstanding as of March 31, 2021 disclosed in your
capitalization table to the 6,079,905 outstanding shares disclosed on pages F-30 and F-32
as of March 31, 2021.  Please note this comment also applies to your outstanding shares
utilized in your calculations for your net tangible and pro forma net tangible book value
(deficit) per share as of March 31, 2021 located on page 84.
Business
Collaboration and option agreement, page 136
5.We note your revised disclosure in response to comment 13.  Please further revise to
disclose a dollar amount of aggregate future potential milestone payments to be paid under
the agreement.
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

United States securities and exchange commission logo
May 17, 2021
Markus Warmuth
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
Re:Monte Rosa Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted April 19, 2021
CIK No. 0001826457
Dear Dr. Warmuth:
            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 April 19, 2021
Prospectus Summary
Overview, page 1
1.We note your disclosure here and throughout your prospectus regarding your goal
of discovering and developing "first-in-class" precision medicines.  Please remove
references to "first-in-class" as this statement implies an expectation of regulatory
approval and is inappropriate given the length of time and uncertainty with respect to
securing marketing approval.  If your intention is to convey your belief that your platform
or your programs utilize a novel technology or approach, you may discuss how your
technology differs from technology used by competitors or that you are not aware of
competing products that are further along in the development process.  Statements such as

 FirstName LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 May 17, 2021 Page 2
 FirstName LastNameMarkus Warmuth
Monte Rosa Therapeutics, Inc.
May 17, 2021
Page 2
these should be accompanied by cautionary language that the statements are not
intended to give any indication that your technology or any potential product candidates
have been proven effective or will receive regulatory approval.
2.We note your statement that you are focused on delivering therapies to targets in "well-
validated biological pathways" and similar statements throughout the registration
statement.  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 drug is still distinct
from prior drugs that have been approved by the FDA.  While it is appropriate to say that
you are using a similar pathway to help guide your development program, please revise
your disclosure to remove any implication that your product candidates are more likely to
receive FDA approval than others.
3.We note your statements that certain of your programs comprise “a series of potent,
selective and orally bioavailable” MGD molecules that “can effectively address” certain
targets "while possessing attractive pharmaceutical properties.”  We note similar
statements on page 121 that oral administration of MRT-1577 "led to potent antitumor
activity."  As findings of safety or efficacy are solely within the authority of the FDA or
similar foreign regulators, please revise your disclosure here and throughout the
prospectus to remove any statements that suggest the efficacy or safety of your potential
product candidates.  Where you deem appropriate, you may present objective data without
including your conclusions related to safety or efficacy.
Our Approach, page 2
4.Please define the term "non-heterobifunctional" when first used so that an investor not
familiar with this term may understand its meaning.
Our Pipeline, page 3
5.Please revise your pipeline table as follows:
•Include separate columns for each material stage you will need to complete before
marketing your products.  For instance, include separate columns for each of Phase 1,
Phase 2 and Phase 3.
•We note that your pipeline table includes three separate pre-clinical phases, which
gives the impression that your product candidates are farther along in the clinical
process.  Please revise the table to eliminate the separate column for lead
optimization, as this stage is not sufficiently distinct.  In addition, revise the length of
the arrows for each candidate to accurately show its progression in relation to each
stage of development once the table has been revised.
•It appears that you have included every in-house program in your pipeline table.
 Please explain to us why each program is sufficiently material to your business to
warrant inclusion in your pipeline table or revise your table to remove any program
that is not currently material.

 FirstName LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 May 17, 2021 Page 3
 FirstName LastName
Markus Warmuth
Monte Rosa Therapeutics, Inc.
May 17, 2021
Page 3
Risks Associated with Our Business, page 4
6.Please add a bullet highlighting that your patent portfolio is pending and that you do not
own any issued patents or in-license any patents related to your QuEEN platform and
GSPT1 program.  We note your disclosure on page 47.
7.Please add a bullet highlighting the risks related to the concentration of ownership of your
common stock, as discussed on page 71.  Please include in this bullet and in the
corresponding risk factor beginning on page 71 a discussion of the number of your
executive officers and directors who are affiliated with your principal stockholders.
Use of Proceeds, page 79
8.Refer to the first and third bullet points.  Please revise to provide an estimate of how far in
the clinical development process for your GSPT1 program and your discovery programs
the allocated proceeds of the offering will enable you to reach.  If any material amounts of
other funds are necessary to complete your clinical trials for these candidates, please
revise your disclosure to state the amounts and the sources of such other funds.  Refer to
Instruction 3 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical accounting policies and significant judgments and estimates
Stock-based compensation, page 95
9.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 IPO and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances, including stock compensation.  Please
discuss with the staff how to submit your response.
Business
Our Approach, page 112
10.Where you first provide measures of statistical significance, please explain for the benefit
of the lay reader the significance of p-values and the "Z-score" and clarify the threshold p-
value or "Z-score" that corresponds to statistical significance.
Our services, collaboration and licenses agreements
Services agreement with Ridgeline, page 128
11.Please revise to disclose the aggregate amounts paid to date under the Ridgeline Services
Agreement.

 FirstName LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 May 17, 2021 Page 4
 FirstName LastName
Markus Warmuth
Monte Rosa Therapeutics, Inc.
May 17, 2021
Page 4
Agreements with Cancer Research Technology Limited and the Institute of Cancer Research,
page 129
12.Please revise to clarify the product candidates or technologies to which the agreements
with Cancer Research Technology Limited and the Institute of Cancer Research relate.
To the extent that your product candidates or technologies rely on intellectual property
licensed from a third-party, please revise your Intellectual Property disclosure on page 131
accordingly.
Collaboration and option agreement, page 129
13.We note your disclosure that your royalty obligations will terminate on a product-by-
product and country-by-country basis upon the later of the expiration of the last patent
which covers such product in such country or certain other terms.  Please disclose when
the last-to-expire patent is expected to expire.  Please also disclose the royalty rate or a
royalty range that does not exceed 10 percentage points, the aggregate amounts paid to
date under the agreement, the aggregate future potential milestone payments to be paid,
and the termination provisions under the agreement.
License agreement, page 130
14.Please disclose the amount of the technology access fee paid to CRT and revise to
quantify the value of the 4,000,000 common shares issued to CRT, the ICR and affiliated
founding scientists at the time of issuance.
Intellectual Property, page 131
15.Please revise your intellectual property disclosure to disclose for each material patent and
patent application the specific products or technologies to which such patents or patent
applications relate.  Also clearly describe on an individual basis the type of patent
protection granted or sought for each product or technology (composition of matter, use,
or process) and the expiration of each such patent.  In this regard, it may be useful to
provide this disclosure in tabular form to support the narrative already included.
Principal Stockholders, page 176
16.Please revise the footnotes to your table to disclose the natural persons who have or share
beneficial ownership of the securities held by each of the entities listed in your table.
General
17.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 LastNameMarkus Warmuth
 Comapany NameMonte Rosa Therapeutics, Inc.
 May 17, 2021 Page 5
 FirstName LastName
Markus Warmuth
Monte Rosa Therapeutics, Inc.
May 17, 2021
Page 5
            You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.