SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2025

Harpreet Singh
Chief Executive Officer
Immatics N.V.
Paul-Ehrlich-Stra e 15
72076 T bingen
Germany

 Re: Immatics N.V.
 Registration Statement on Form F-3
 Filed March 27, 2025
 File No. 333-286151
Dear Harpreet Singh:

 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: Yasin Keshvargar, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 1, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tyler Howes

 Re:
 Immatics N.V.
Registration Statement on Form F-3
Registration No. 333-286151

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-286151) (the "Registration
Statement") of Immatics N.V. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time,
on April 3, 2025, or as soon as practicable thereafter.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling David Li at (212) 450-3861.

 Thank you for your assistance in this matter.

 Sincerely,

 Immatics N.V.

 By:
 /s/ Edward A. Sturchio

 Name:	Edward A. Sturchio

 Title: 	General Counsel

CORRESP
1
filename1.htm

    September 11, 2023

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara

    Re:
    Immatics N.V.

Registration Statement on Form F-3

Registration No. 333-274218

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-274218) (the “Registration
Statement”) of Immatics N.V. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time,
on September 13, 2023, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Yasin Keshvargar at (212) 450-4839.

Thank you for your assistance in this matter.

Sincerely,

    Immatics N.V.

    By:
    /s/ Edward A. Sturchio

    Name:
    Edward A. Sturchio

    Title:
    General Counsel

United States securities and exchange commission logo
August 29, 2023
Edward Sturchio
General Counsel
Immatics N.V.
2130 W. Holcombe Blvd., Suite 900
Houston, Texas 77030
Re:Immatics N.V.
Registration Statement on Form F-3
Filed August 25, 2023
File No. 333-274218
Dear Edward Sturchio:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar

CORRESP
1
filename1.htm

August 6, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Margaret Schwartz

 Re: Immatics
N.V.

Registration Statement on Form F-3

Registration No. 333-258351

Dear Ms. Schwartz:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-258351) (the “Registration
Statement”) of Immatics N.V. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time,
on August 9, 2021, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Yasin Keshvargar at (212) 450-4839.

Thank you for your assistance in this matter.

Sincerely,

    Immatics N.V.

    By:
    /s/ Edward A. Sturchio

    Name:
    Edward A. Sturchio

    Title:
     General Counsel

United States securities and exchange commission logo
August 6, 2021
Harpreet Singh
Chief Executive Officer and Director
Immatics N.V.
Paul-Ehrlich-Straße 15
72076 Tübingen, Federal Republic of Germany
Re:Immatics N.V.
Registration Statement on Form F-3
Filed August 2, 2021
File No. 333-258351
Dear Dr. Singh:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Li, Esq.

United States securities and exchange commission logo
July 30, 2021
Arnd Christ
Chief Financial Officer
Immatics Biotechnologies GmbH
Machtlfinger Str. 11
81379 Munich
Germany
Re:Immatics N.V.
Form 20-F for the fiscal year ended December 31, 2020
Filed March 30, 2021
File No. 001-39363
Dear Mr. Christ:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    draft

    +1 212 450 4000

    davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    July 21, 2021

    Re:
    Immatics N.V.

Form 20-F for the Fiscal Year Ended December 31, 2020

Filed March 30, 2021

File No. 001-39363

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Vanessa Robertson

Dear Ms. Robertson:

On behalf of our client, Immatics N.V. (the “Company”),
this letter sets forth the Company’s response to the comment provided by the staff (the “Staff”) of the U.S. Securities
and Exchange Commission relating to the Company’s Annual Report on Form 20-F filed on March 30, 2021 contained in the Staff’s
letter dated July 1, 2021. For the convenience of the Staff, the Staff’s comment is restated in italics prior to the Company’s
response.

Form 20-F for the fiscal year ended December 31, 2020

Item 5. Operating and Financial Review and Prospects

Results of Operations

Research and Development Expenses, page 121

 1. Please provide us an analysis of external research and development expenses incurred for each year presented for ACT expenses and
TCR Biospecifics separately. Please provide us with proposed disclosure to be included in future periodic reports which separately quantifies
your research and development expense by project. If you do not track your research and development costs by project, disclose that fact
as well as why you do not maintain and evaluate research and development costs by project.

Response: The Company acknowledges
the Staff’s comment. The Company respectfully advises the Staff that it classifies external research and development expenses either
as direct external research and development expenses or indirect external research and development expenses. Direct external research
and development expenses are expenses that are allocated to a specific program and include, among others, external clinical and manufacturing
expenses, laboratory material, and external consulting expenses. Indirect external research and development expenses are expenses that
are not allocated to a specific program and include, among others, IP expenses, facility and depreciation as well as laboratory material
used for general research and development purposes.

For the years ended December 31, 2020
and 2019, direct external research and development expenses were allocated to programs as follows:

    Year ended December 31,

    2020

    2019

    (Euros in thousands)

    Direct external research and development expenses by program

    draft

    Ms. Vanessa Robertson

Division of Corporation Finance

U.S. Securities and Exchange Commission

    ACT Programs

    € 9,408

    € 7,681

    TCR Bispecifics Programs

    5,166

    1,585

    Other programs

    2,892

    2,115

    Total direct external research and development expenses

    € 17,466

    € 11,381

The Company respectfully advises the Staff that it does not allocate
indirect external research and development expenses by program. The Company’s research and development personnel work across programs.
The Company’s intellectual property expenses are incurred for the protection of cancer antigen targets, T cell receptors, antibodies,
bispecific molecules, and antigen discovery platforms which are beneficial to the whole research and development group rather than for
specific programs. The Company’s programs use common research and development facility and laboratory equipment, and the Company
also incurs other cost such as general laboratory material or maintenance expenses that are incurred for commonly used activities within
the whole research and development group. Because of the nature of these expenses, the Company does not allocate these expenses to programs.
For the years ended December 31, 2020 and 2019, indirect external research and development expenses were incurred as follows:

    Year ended December 31,

    2020

    2019

    Indirect external research and development expenses

    IP expenses

    € 9,294

    € 7,093

    Facility and depreciation

    5,385

    4,120

    Other indirect cost

    2,494

    2,424

    Sub-total indirect external expenses

    € 17,173

    € 13,637

    Total external research and development expenses

    € 34,639

    € 25,018

Further, the Company respectfully advises the Staff that, in addition
to its existing tabular disclosure regarding research and development expenses and discussion of research and development expenses across
periods, the Company intends to include the following disclosure in its future periodic reports:

    [Year][X-months] ended [XXXX],

    2021

    2020

    (Euros in thousands)

    Direct external research and development expenses by program

    ACT Programs

    € [____]

    € [____]

    TCR Bispecifics Programs

    [____]

    [____]

    Other programs

    [____]

    [____]

    Sub-total direct external expenses

    € [____]

    € [____]

    Indirect research and development expenses

    Personnel related (excluding stock-based compensation)

    € [____]

    € [____]

    Stock-based compensation

    [____]

    [____]

    IP expenses

    [____]

    [____]

    Facility and depreciation

    [____]

    [____]

    Other indirect cost

    [____]

    [____]

    Sub-total indirect expenses

    € [____]

    € [____]

    Total research and development expenses

    € [____]

    € [____]

Direct external research and development expenses for our ACT programs [increased][decreased] from €[____] for the [year][X-months]
ended [XXXX] to €[____] for the [year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____]. Direct external research
and development expenses for our TCR Bispecifics programs [increased][decreased] from €[____] for the [year][X-

    July 21, 2021
    2

    draft

    Ms. Vanessa Robertson

Division of Corporation Finance

U.S. Securities and Exchange Commission

months] ended [XXXX] to €[____] for the [year][X-months]
ended [XXXX]. This [increase][decrease] resulted from [____]. Direct external research and development expenses for our other programs
such as technology platforms and collaboration agreements [increased][decreased] from €[____] for the [year][X-months] ended [XXXX]
to €[____] for the [year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____].

We do not allocate indirect research and development expenses
by program, as our research and development personnel work across programs, our intellectual property expenses are incurred for the protection
of cancer antigen targets, T cell receptors, antibodies, bispecific molecules, and antigen discovery platforms which are beneficial to
the whole research and development group rather than for specific programs, our programs use common research and development facility
and laboratory equipment, and we also incur other cost such as general laboratory material or maintenance expenses that are incurred for
commonly used activities within the whole research and development group.

Personnel-related expenses [increased][decreased] from €[____]
for the [year][X-months] ended [XXXX] to €[____] for the [year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____].
Stock-based compensation expenses [increased][decreased] from €[____] for the [year][X-months] ended [XXXX] to €[____] for the
[year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____]. IP expenses [increased][decreased] from €[____] for
the [year][X-months] ended [XXXX] to €[____] for the [year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____].
Facility and depreciation expenses [increased][decreased] from €[____] for the [year][X-months] ended [XXXX] to €[____] for
the [year][X-months] ended [XXXX]. This [increase][decrease] resulted from [____]. Other indirect expenses [increased][decreased] from
€[____] for the [year][X-months] ended [XXXX] to €[____] for the [year][X-months] ended [XXXX]. This [increase][decrease] resulted
from [____].

* * *

Please do not hesitate to contact me at (212) 450-4839 or yasin.keshvargar@davispolk.com
if you have any questions regarding the foregoing or if we can provide any additional information.

Very truly yours,

/s/ Yasin Keshvargar

Yasin Keshvargar

 cc: Harpreet Singh, Chief Executive Officer

Arnd Christ, Chief Financial Officer

Edward Sturchio, General Counsel

Immatics N.V.

    July 21, 2021
    3

United States securities and exchange commission logo
July 1, 2021
Arnd Christ
Chief Financial Officer
Immatics Biotechnologies GmbH
Machtlfinger Str. 11
81379 Munich
Germany
Re:Immatics N.V.
Form 20-F for the fiscal year ended December 31, 2020
Filed March 30, 2021
File No. 001-39363
Dear Mr. Christ:
            We have limited our review of your filing to the financial statements and related
disclosures 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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2020
Item 5. Operating and Financial Review and Prospects
Results of Operations
Research and Development Expenses, page 121
1.Please provide us an analysis of external research and development expenses incurred for
each year presented for ACT expenses and TCR Biospecifics separately. Please provide us
with proposed disclosure to be included in future periodic reports which separately
quantifies your research and development expense by project. If you do not track your
research and development costs by project, disclose that fact as well as why you do not
maintain and evaluate research and development costs by project.
            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

 FirstName LastNameArnd Christ
 Comapany NameImmatics Biotechnologies GmbH
 July 1, 2021 Page 2
 FirstName LastName
Arnd Christ
Immatics Biotechnologies GmbH
July 1, 2021
Page 2
absence of action by the staff.
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

August 12, 2020

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-4720

 Attention: Laura Crotty

Re:
 Immatics N.V.

 Acceleration Request for Registration Statement on Form F-1

 File No. 333-240260

Dear Mr. Lindsey:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Immatics N.V. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to August 13, 2020, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. 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 Patricia Mets at (617) 570-3906. 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: Patricia Mets, by facsimile to (617) 801-8950.

In connection with the foregoing, the Company hereby acknowledges the following:

•

 should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any
questions regarding this request, please contact Patricia Mets of Goodwin Procter LLP at (617) 570-3906.

 [Signature page follows]

 Sincerely,

IMMATICS N.V.

/s/ Thomas
Ulmer

Thomas Ulmer

Managing Director

cc:
 Edwin O’Conner, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
August 7, 2020
Edward Sturchio
General Counsel
Immatics N.V.
2130 W. Holcombe Blvd., Suite 900
Houston, Texas 77030
Re:Immatics N.V.
Registration Statement on Form F-1
Filed July 31, 2020
File No. 333-240260
Dear Mr. Sturchio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Bloom

United States securities and exchange commission logo
June 9, 2020
Thomas Ulmer
Chief Financial Officer
Immatics B.V.
2130 West Holcombe Boulevard, Suite 900
Houston, Texas 77030
Re:Immatics B.V.
Amendment No. 2 to Registration Statement on Form F-4
Filed June 8, 2020
File No. 333-237702
Dear Mr. Ulmer:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 1, 2020 letter.
Amendment 2 to Form S-1
Material Tax Consequences, page 33
1.We note your response to our prior comment 4 and that the tax opinions filed as Exhibit
8.1, Exhibit 8.2, and Exhibit 8.3 are short-form tax opinions. Please revise the tax
disclosure in your registration statement to clearly identify and articulate the opinion
counsel.  In addition, please revise your disclosure to remove language that assumes the
tax matters at issue (e.g., "Provided that the Mergers qualify as a 'reorganization' within
the meaning of Section 368(a) of the U.S. Tax Code").  Also, please revise Exhibit 8.2 and
Exhibit 8.3 to state clearly that the disclosure in the registration statement is the opinion of
counsel.  For guidance, refer to Section III of Staff Legal Bulletin No. 19.

 FirstName LastNameThomas Ulmer
 Comapany NameImmatics B.V.
 June 9, 2020 Page 2
 FirstName LastName
Thomas Ulmer
Immatics B.V.
June 9, 2020
Page 2
            You may contact Li Xiao at (202) 551-4391 or Brian Cascio at (202) 551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

SEC Response Letter

 Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570
1000

 June 9, 2020

Mr. Courtney Lindsay

 Ms. Celeste Murphy

Office of Life Sciences

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Immatics B.V.

 Amendment No. 2 to Registration Statement on Form F-4

 Filed June 8, 2020

 File No. 333-237702

Dear Mr. Lindsay and Ms. Murphy:

This letter is submitted on behalf of Immatics B.V. (the “Company”) in response to 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 Amendment No. 2 to Registration Statement on Form F-4 submitted on June 8, 2020 (“Amendment No. 2”), as set forth in the Staff’s letter dated June 9, 2020 to Thomas Ulmer, Chief Financial Officer (the
“Comment Letter”). The Company is concurrently filing its Amendment No. 4 to Registration Statement on Form F-4 (“Amendment No. 4”), 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 and italicized herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 2, and page references in the responses refer
to Amendment No. 4. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 4.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and the Amendment (marked to show changes from the Registration Statement).

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

June 9, 2020 Page 2

 Amendment 2 to Form F-4

 Material Tax Consequences, page 33

1.        We note your response to our prior comment 4 and that the tax opinions filed as Exhibit
8.1, Exhibit 8.2, and Exhibit 8.3 are short-form tax opinions. Please revise the tax disclosure in your registration statement to clearly identify and articulate the opinion counsel. In addition, please revise your disclosure to remove language that
assumes the tax matters at issue (e.g., “Provided that the Mergers qualify as a ‘reorganization’ within the meaning of Section 368(a) of the U.S. Tax Code”). Also, please revise Exhibit 8.2 and Exhibit 8.3 to state clearly
that the disclosure in the registration statement is the opinion of counsel. For guidance, refer to Section III of Staff Legal Bulletin No. 19.

Response to Comment No. 1.    The Company respectfully advises the Staff that it has revised the
disclosure on pages 153-155, 163 and 164 of Amendment No. 4 and Exhibits 8.2 and 8.3 in response to the Staff’s comment.

 * * * *
*

 Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7293.

 Sincerely,

/s/ Michael R. Patrone, Esq.

 Enclosures

cc: Harpreet Singh, Chief Executive Officer, Immatics B.V.

Thomas Ulmer, Chief Financial Officer, Immatics B.V.

Jocelyn M. Arel, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

Response Letter

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 June 8, 2020

Mr. Courtney Lindsay

 Ms. Celeste Murphy

Office of Life Sciences

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Immatics B.V.

Amendment No. 1 to Registration Statement on Form F-4

Filed May 22,

2020 File No. 333-237702

Dear Mr. Lindsay and Ms. Murphy:

This letter is submitted on behalf of Immatics B.V. (the “Company”) in response to 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 Amendment No. 1 to Registration Statement on Form F-4 submitted on May 22, 2020 (“Amendment No. 1”), as set forth in the Staff’s letter dated June 1, 2020 to Thomas Ulmer, Chief Financial Officer (the
“Comment Letter”). The Company is concurrently filing its Amendment No. 3 to Registration Statement on Form F-4 (“Amendment No. 3”), 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 and italicized herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 1, and page references in the responses refer
to Amendment No. 3. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and the Amendment (marked to show changes from the Registration Statement).

Registration Statement on Form F-4

Summary, page 19

1.    We note your response to our prior comment 4. Please further revise your disclosures to discuss what specific
phase your clinical stage product candidates are in.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

June 8, 2020

  Page
 2

 Response to
Comment No. 1.    The Company respectfully advises the Staff that it has revised the disclosure on pages 19, 51, 56, 60, 61, 71, 84, 213, 214, 216, 217, 219, 223, 224, 225, 231, 233 and 234 of Amendment
No. 3 in response to the Staff’s comment.

 The Business Combination, page 21

2.    We note your response to our prior comment 9 and reissue it. Please further revise your disclosure to discuss with
specificity what factors the parties evaluated when negotiating the ownership percentages. For example, discuss items such Immatics’ valuation, specific financing concerns, and projected business operations. You may provide a cross-reference to this information. Please also expand your Background of the Combination as necessary.

Response to Comment No. 2.    The Company respectfully advises the Staff that it has revised the
disclosure on pages 25, 138, 141, 142, 143 and 144 of Amendment No. 3 in response to the Staff’s comment.

 ARYA Board’s Reasons for
Approval of the Business Combination, page 27

 3.    We note your response to our prior comment 11 and that the
ARYA board undertook a limited review. Please include a risk factor that discusses this limited review and the potential consequences.

Response to Comment No. 3.    The Company respectfully advises the Staff that it has revised the
disclosure on page 99 of Amendment No. 3 in response to the Staff’s comment.

 Material Tax Consequences, page 33

4.    We note your response to our prior comment 12. We also note that you state in your registration statement that you
intend for the transaction to qualify as a “tax-deferred” reorganization under Section 368(a) of the U.S. Tax Code. We also note the multinational and complex nature of the considerations. As a
result, we reissue our comment in part. Please file a tax opinion on the consequences of the merger. If you do not believe that a tax opinion is necessary, please provide us with an analysis that specifically references the factors discussed in both
bullet points in Section III.A.2 of Staff Legal Bulletin 19.

 Response to Comment
No. 4.    The Company respectfully advises the Staff that it has filed tax opinions regarding certain U.S., Dutch, and Cayman Islands tax matters as exhibits 8.1, 8.2 and 8.3 in response to the Staff’s
comment.

 Figure 1. Immatics’ proprietary pipeline and milestones., page 209

5.    We note your response to our prior comment 19 and to page 209. We also note that you combine phases 1 and 2 and
phases 2 and 3. Please further revise your chart to include separate columns for each of phase 1, 2, and 3.

 Response to Comment
No. 5.    The Company respectfully advises the Staff that it has revised the disclosure on page 213 of Amendment No. 3 in response to the Staff’s comment.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

June 8, 2020

  Page
 3

 Management of TopCo After the
Business Combination, page 319

 6.    We note your response to our prior comment 1 and your revisions to pages 5
and 319-321. Please further revise your disclosures to discuss the specific duties and powers of each tier of management. In your disclosure, discuss the practical significance of the TopCo Supervisory
Board’s supervisory powers. For example, discuss whether the TopCo Supervisory Board has any responsibility or ability to override decisions of the TopCo Management Board..

Response to Comment No. 6.    The Company respectfully advises the Staff that it has revised the
disclosure on pages 323-325 of Amendment No. 3 in response to the Staff’s comment.

* * * * *

 Should you have any
further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7293.

Sincerely,

 /s/ Michael R. Patrone, Esq.

Enclosures

 cc: Harpreet Singh, Chief Executive Officer,
Immatics B.V.

 Thomas Ulmer, Chief Financial Officer, Immatics B.V.

Jocelyn M. Arel, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

SEC Acceleration Request

 VIA EDGAR

June 8, 2020

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-4720

 Attention: Courtney Lindsay

Re:

 Immatics B.V.

 Acceleration Request
for Registration Statement on Form F-4

 File
No. 333-237702

 Dear Mr. Lindsey:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Immatics B.V. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 10, 2020, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. 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 Patricia Mets
at (617) 570-3906. 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: Patricia Mets, by facsimile to (617) 801-8950.

In connection with the foregoing, the Company hereby acknowledges the following:

•

 should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any
questions regarding this request, please contact Patricia Mets of Goodwin Procter LLP at (617) 570-3906.

[Signature page follows]

Sincerely,

IMMATICS B.V.

 /s/ Thomas Ulmer

Thomas Ulmer

Managing Director

cc:

 Jocelyn Arel, Esq., Goodwin Procter LLP

 Edwin O’Conner, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
June 1, 2020
Thomas Ulmer
Chief Financial Officer
Immatics B.V.
2130 West Holcombe Boulevard, Suite 900
Houston, Texas 77030
Re:Immatics B.V.
Amendment No. 1 to Registration Statement on Form F-4
Filed May 22, 2020
File No. 333-237702
Dear Mr. Ulmer:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our May 13, 2020 letter.
Registration Statement on Form F-4
Summary, page 19
1.We note your response to our prior comment 4.  Please further revise your disclosures to
discuss what specific phase your clinical stage product candidates are in.
The Business Combination, page 21
2.We note your response to our prior comment 9 and reissue it.  Please further revise your
disclosure to discuss with specificity what factors the parties evaluated when negotiating
the ownership percentages.  For example, discuss items such Immatics' valuation, specific
financing concerns, and projected business operations.  You may provide a cross-
reference to this information.  Please also expand your Background of the Combination as

 FirstName LastNameThomas Ulmer
 Comapany NameImmatics B.V.
 June 1, 2020 Page 2
 FirstName LastName
Thomas Ulmer
Immatics B.V.
June 1, 2020
Page 2
necessary.
ARYA Board’s Reasons for Approval of the Business Combination, page 27
3.We note your response to our prior comment 11 and that the ARYA board undertook a
limited review.  Please include a risk factor that discusses this limited review and the
potential consequences.
Material Tax Consequences, page 33
4.We note your response to our prior comment 12.  We also note that you state in your
registration statement that you intend for the transaction to qualify as a "tax-deferred"
reorganization under Section 368(a) of the U.S. Tax Code.  We also note the multi-
national and complex nature of the considerations.  As a result, we reissue our comment in
part.  Please file a tax opinion on the consequences of the merger.  If you do not believe
that a tax opinion is necessary, please provide us with an analysis that specifically
references the factors discussed in both bullet points in Section III.A.2 of Staff Legal
Bulletin 19.
Figure 1. Immatics’ proprietary pipeline and milestones., page 209
5.We note your response to our prior comment 19 and to page 209.  We also note that you
combine phases 1 and 2 and phases 2 and 3.  Please further revise your chart to include
separate columns for each of phase 1, 2, and 3.
Management of TopCo After the Business Combination, page 319
6.We note your response to our prior comment 1 and your revisions to pages 5 and 319-
321.  Please further revise your disclosures to discuss the specific duties and powers of
each tier of management.  In your disclosure, discuss the practical significance of the
TopCo Supervisory Board's supervisory powers.  For example, discuss whether the
TopCo Supervisory Board has any responsibility or ability to override decisions of the
TopCo Management Board.
            You may contact Li Xiao at (202) 551-4391 or Al Pavot at (202) 551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 May 22, 2020

Mr. Courtney Lindsay

 Ms. Celeste Murphy

Office of Life Sciences

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Immatics B.V.

Registration Statement on Form F-4

Filed April 16, 2020

File No. 333-237702

Dear Mr. Lindsay and Ms. Murphy:

This letter is submitted on behalf of Immatics B.V. (the “Company”) in response to 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 Registration Statement on Form F-4
submitted on April 16, 2020 (the “Registration Statement”), as set forth in the Staff’s letter dated May 13, 2020 to Thomas Ulmer, Chief Financial Officer (the “Comment Letter”). The Company is
concurrently filing its Amendment No. 1 to Registration Statement on Form F-4 (the “Amendment”), 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 and italicized herein with responses below each
numbered comment. 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 the Amendment. All capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Amendment.

 The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and the Amendment (marked to show changes from the Registration
Statement).

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

May 22, 2020

  Page
 2

 F-4 filed April 16, 2020

Questions and Answers about the Business Combination and the General Meeting Will the management of Immatics change in the Business Combination?, page 4

 1.    Discuss here and elsewhere in your registration statements the significance of the two-tier board structure. Explain the roles and responsibilities at each tier. You may choose to provide a cross-reference to this discussion.

Response to Comment No. 1.    The Company respectfully advises the Staff that it has revised the disclosure on
page 5 and pages 319-321 of the Amendment in response to the Staff’s comment.

 What will happen in the
Business Combination?, page 4

 2.    Discuss here, or where you deem appropriate in this section, that TopCo
will be the reporting company and that it will be a foreign private issuer subject to different reporting and disclosure requirements.

Response to Comment No. 2.    The Company respectfully advises the Staff that it has revised the
disclosure on page 4 of the Amendment in response to the Staff’s comment.

 Summary, page 19

3.    Discuss any material collaboration and license agreements upon which the combined company will rely and why they
are material.

 Response to Comment No. 3.    The Company respectfully advises the Staff
that it has revised the disclosure on page 20 of the Amendment in response to the Staff’s comment.

4.    Disclose here the status of Immatics’ product candidates.

Response to Comment No. 4.    The Company respectfully advises the Staff that it has revised the
disclosure on page 19 of the Amendment in response to the Staff’s comment.

 5.    Quantify the material
exchange ratios of the transactions here and throughout your registration statement (e.g., the Exchange).

 Response to Comment
No. 5.    The Company respectfully advises the Staff that it has revised the disclosure on page 24 of the Amendment in response to the Staff’s comment.

6.    We note your reference here to “encouraging early biological efficacy data observed” in clinical
trials, as well as “promising” preclinical data, in addition to later disclosure referencing the “[s]trong potency, usability and commercial viability of [your] propriety pipeline.” As safety and efficacy determinations are
solely within the FDA’s authority and they continue to be evaluated throughout all phases of clinical trials, please remove these and any such references in your prospectus. In the Business section, you may present objective data resulting from
your trials without including conclusions related to efficacy.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

May 22, 2020

  Page
 3

 Response to Comment No. 6.    The Company
respectfully advises the Staff that it has revised the disclosure on pages 19, 27 and 139 of the Amendment in response to the Staff’s comment.

7.    We note your statement that your global team is committed to “rapidly develop and advance” the
company’s therapeutic pipeline here and throughout the prospectus, including intent “to accelerate the clinical development.” Please revise this disclosure and similar statements throughout your prospectus to remove any implication
that you will be successful in commercializing your product candidates in a rapid or accelerated manner as these statements are speculative for you to make.

Response to Comment No. 7.    The Company respectfully advises the Staff that it has revised the
disclosure on pages 20 and 208 of the Amendment in response to the Staff’s comment.

 8.    Briefly expand your
Summary discussion to disclose the status of intellectual property that is material to your portfolio and identify the portfolio item to which it is material. For example, state whether you own the intellectual property, whether you have any patent
applications, or if you license intellectual property. Also indicate any license upon which your research and development depends.

Response to Comment No. 8.    The Company respectfully advises the Staff that it has revised the
disclosure on page 20 of the Amendment in response to the Staff’s comment. The Company further advises the Staff that there is no license upon which the Company’s research and development depends.

The Business Combination, page 21

9.    Please discuss here, in your Background the Combination section, and anywhere else you deem appropriate the
factors that determine the ownership percentages.

 Response to Comment No. 9.    The
Company respectfully advises the Staff that it has revised the disclosure on pages 24-25 and page 133 of the Amendment in response to the Staff’s comment.

ARYA Board’s Reasons for Approval of the Business Combination, page 26

10.    Expand your disclosure to discuss the specific expertise of ARYA’s board of directors.

Response to Comment No. 10.    The Company respectfully advises the Staff that it has revised
the disclosure on pages 27 and 138 of the Amendment in response to the Staff’s comment.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

May 22, 2020

  Page
 4

 11.    For balance, discuss the countervailing factors ARYA’s
board considered when determining to pursue the combination.

 Response to Comment
No. 11.    The Company respectfully advises the Staff that it has revised the disclosure on pages 27-28 of the Amendment in response to the Staff’s comment.

Material Tax Consequences, page 32

12.    We note that you will file tax opinions as exhibits to your registration statement. Please disclose here, in your
Material Tax Considerations section, and anywhere else you deem appropriate that you have sought tax opinions.

 Response to Comment
No. 12.    The Company respectfully advises the Staff that it has not sought any tax opinion. In response to the Staff’s comment, the Company has removed references to any tax opinion in the Exhibit
Index of the Amendment.

 Risk Factors

 Immatics
will need additional financing to fund its operations and complete the development and commercialization of its various product..., page 39

13.    We note that you state that Immatics will need to obtain additional financing to fund its future operations,
including completing the development and commercialization of its product candidates. Please expand your disclosure to specify the programs that will be advanced and how far into development or commercialization you expect to reach with current
levels of funding. You may provide a cross-reference to this information.

 Response to Comment
No. 13.    The Company respectfully advises the Staff that it has revised the disclosure on pages 43-45 of the Amendment in response to the Staff’s comment.

The use of Immatics’ and Immatics US’s net operating loss carryforwards and research tax credits may be limited..., page 92

14.    Please quantify Immatics potential limitations on net operating losses.

Response to Comment No. 14.    The Company respectfully advises the Staff that it has revised
the disclosure on pages 96-97 of the Amendment in response to the Staff’s comment.

 Background of the
Combination, page 129

 15.    Discuss in greater detail the material alternatives ARYA considered prior to
deciding to solely pursuing a combination with Immatics. Discuss with specificity the factors ARYA evaluated when determining what would be a suitable business competition opportunity.

Response to Comment No. 15.    The Company respectfully advises the Staff that it has revised
the disclosure on page 135 of the Amendment in response to the Staff’s comment.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

May 22, 2020

  Page
 5

 16.    Provide background on the negotiations among the parties that
led to the material terms of the combination agreement. Discuss, among other matters you deem material, how the parties determined the ownership structure of the post-combination entity. Also discuss the negotiations regarding the material terms of
the PIPE Financing.

 Response to Comment No. 16.    The Company respectfully advises the
Staff that it has revised the disclosure throughout the section entitled “The Business Combination— Background of the Business Combination” in the Amendment in response to the Staff’s comment.

Business of Immatics and Certain Information about Immatics Overview, page 201

17.    Please delete your references to Immatics being a “global leader” in the development of TCR-based immunotherapies as it implies the approval of your product candidates. Given the development stage of your product candidates it is premature for you to suggest that your product candidates are effective
and will be approved.

 Response to Comment No. 17.    The Company respectfully advises
the Staff that it has revised the disclosure on page 208 of the Amendment in response to the Staff’s comment.

 Figure 1. Immatics’
proprietary pipeline and milestones., page 202

 18.    Please revise your chart and graphics so that all
information is clearly legible and readers are able to tell what the graphic is intended to describe. For example, where necessary, please enlarge the chart here so that the axes and legends are legible.

Response to Comment No. 18.    The Company respectfully advises the Staff that it has revised
the graphic on page 209 of the Amendment in response to the Staff’s comment.

 19.    Please revise your chart
to indicate the material stages you will need to complete before marketing your products. For instance, please add Phase III to your chart. Please also clearly indicate what each column is intended to describe and show, including by adding vertical
lines to denote development status.

 Response to Comment No. 19.    The Company
respectfully advises the Staff that it has revised the graphic on page 209 of the Amendment in response to the Staff’s comment.

 * * *
* *

 Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (212) 459-7293.

 Mr. Courtney Lindsay

Ms. Celeste Murphy

 Securities and Exchange Commission

May 22, 2020

  Page
 6

 Sincerely,

/s/ Michael R. Patrone, Esq.

 Enclosures

cc: Harpreet Singh, Chief Executive Officer, Immatics B.V.

Thomas Ulmer, Chief Financial Officer, Immatics B.V.

Jocelyn M. Arel, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
May 13, 2020
Thomas Ulmer
Chief Financial Officer
Immatics B.V.
2130 West Holcombe Boulevard, Suite 900
Houston, Texas 77030
Re:Immatics B.V.
Registration Statement on Form F-4
Filed April 16, 2020
File No. 333-237702
Dear Mr. Ulmer:
            We have reviewed your 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.
F-4 filed April 16, 2020
Questions and Answers about the Business Combination and the General Meeting
Will the management of Immatics change in the Business Combination?, page 4
1.Discuss here and elsewhere in your registration statements the significance of the two-tier
board structure.  Explain the roles and responsibilities at each tier.  You may choose to
provide a cross-reference to this discussion.
What will happen in the Business Combination?, page 4
2.Discuss here, or where you deem appropriate in this section, that TopCo will be the
reporting company and that it will be a foreign private issuer subject to different reporting
and disclosure requirements.

 FirstName LastNameThomas Ulmer
 Comapany NameImmatics B.V.
 May 13, 2020 Page 2
 FirstName LastNameThomas Ulmer
Immatics B.V.
May 13, 2020
Page 2
Summary, page 19
3.Discuss any material collaboration and license agreements upon which the combined
company will rely and why they are material.
4.Disclose here the status of Immatics' product candidates.
5.Quantify the material exchange ratios of the transactions here and throughout your
registration statement (e.g., the Exchange).
6.We note your reference here to "encouraging early biological efficacy data observed"
in clinical trials, as well as "promising" preclinical data, in addition to later disclosure
referencing the "[s]trong potency, usability and commercial viability of [your] propriety
pipeline."  As safety and efficacy determinations are solely within the FDA's authority and
they continue to be evaluated throughout all phases of clinical trials, please remove these
and any such references in your prospectus. In the Business section, you may present
objective data resulting from your trials without including conclusions related to efficacy.
7.We note your statement that your global team is committed to "rapidly develop and
advance" the company’s therapeutic pipeline here and throughout the prospectus,
including intent "to accelerate the clinical development." Please revise this disclosure and
similar statements throughout your prospectus to remove any implication that you will be
successful in commercializing your product candidates in a rapid or accelerated manner
as these statements are speculative for you to make.
8.Briefly expand your Summary discussion to disclose the status of intellectual property that
is material to your portfolio and identify the portfolio item to which it is material. For
example, state whether you own the intellectual property, whether you have any patent
applications, or if you license intellectual property. Also indicate any license upon which
your research and development depends.
The Business Combination, page 21
9.Please discuss here, in your Background the Combination section, and anywhere else you
deem appropriate the factors that determine the ownership percentages.
ARYA Board’s Reasons for Approval of the Business Combination, page 26
10.Expand your disclosure to discuss the specific expertise of ARYA's board of directors.
11.For balance, discuss the countervailing factors ARYA's board considered when
determining to pursue the combination.
Material Tax Consequences, page 32
12.We note that you will file tax opinions as exhibits to your registration statement.  Please
disclose here, in your Material Tax Considerations section, and anywhere else you deem
appropriate that you have sought tax opinions.

 FirstName LastNameThomas Ulmer
 Comapany NameImmatics B.V.
 May 13, 2020 Page 3
 FirstName LastNameThomas Ulmer
Immatics B.V.
May 13, 2020
Page 3
Risk Factors
Immatics will need additional financing to fund its operations and complete the development and
commercialization of its various product..., page 39
13.We note that you state that Immatics will need to obtain additional financing to fund its
future operations, including completing the development and commercialization of its
product candidates.  Please expand your disclosure to specify the programs that will be
advanced and how far into development or commercialization you expect to reach with
current levels of funding.  You may provide a cross-reference to this information.
The use of Immatics’ and Immatics US’s net operating loss carryforwards and research tax
credits may be limited..., page 92
14.Please quantify Immatics potential limitations on net operating losses.
Background of the Combination, page 129
15.Discuss in greater detail the material alternatives ARYA considered prior to deciding to
solely pursuing a combination with Immatics.  Discuss with specificity the factors ARYA
evaluated when determining what would be a suitable business competition opportunity.
16.Provide background on the negotiations among the parties that led to the material terms of
the combination agreement.  Discuss, among other matters you deem material, how the
parties determined the ownership structure of the post-combination entity.  Also discuss
the negotiations regarding the material terms of the PIPE Financing.
Business of Immatics and Certain Information about Immatics
Overview, page 201
17.Please delete your references to Immatics being a "global leader" in the development of
TCR-based immunotherapies as it implies the approval of your product candidates. Given
the development stage of your product candidates it is premature for you to suggest that
your product candidates are effective and will be approved.
Figure 1. Immatics’ proprietary pipeline and milestones., page 202
18.Please revise your chart and graphics so that all information is clearly legible and readers
are able to tell what the graphic is intended to describe.  For example, where necessary,
please enlarge the chart here so that the axes and legends are legible.
19.Please revise your chart to indicate the material stages you will need to complete before
marketing your products.  For instance, please add Phase III to your chart.  Please also
clearly indicate what each column is intended to describe and show, including by adding
vertical lines to denote development status.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameThomas Ulmer
 Comapany NameImmatics B.V.
 May 13, 2020 Page 4
 FirstName LastName
Thomas Ulmer
Immatics B.V.
May 13, 2020
Page 4
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Li Xiao at (202) 551-4391 or Al Pavot at (202) 551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences