SecProbe.io

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<TEXT>
 February 17, 2026

Brent Pfeiffenberger
Chief Executive Officer
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, PA 19104

 Re: Century Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed February 05, 2026
 File No. 333-293228
Dear Brent Pfeiffenberger:

 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jennifer Porter
</TEXT>
</DOCUMENT>

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 Century Therapeutics, Inc.

 25
North 38 th Street, 11 th Floor
Philadelphia, Pennsylvania 19104

 February 17, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-7553

 Re:
 Century Therapeutics, Inc.

 Registration Statement on Form S-3

 Filed February 5, 2026, 2026 (File No. 333-293228)

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Century Therapeutics, Inc. (the " Company ") hereby requests
that the effective date of the Company's Registration Statement on Form S-3 (File No. 333-293228) (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will become effective at 4:05 P.M., Eastern
Time, on January 17, 2026, or as soon thereafter as is practicable.

 Please contact Jennifer Porter, Esq.
of Goodwin Procter LLP, counsel to the Company, at (445) 207-7806 to provide notice of effectiveness, or if you have any questions or
comments concerning this request.

 [ Remainder of the page intentionally left blank ]

 Very truly yours,

 CENTURY THERAPEUTICS, INC.

 By:
 /s/
Brent Pfeiffenberger, Pharm.D.

 Name:
 Brent Pfeiffenberger, Pharm.D.

 Title:
 President and Chief Executive Officer

CORRESP
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 Century Therapeutics, Inc.

 25 North 38th Street, 11th Floor
Philadelphia, Pennsylvania 19104

 January 7, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-7553

 Re:
 Century Therapeutics, Inc.

 Registration Statement on Form S-3
Filed July 10, 2025 (File No. 333-288616)

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Century Therapeutics, Inc. (the " Company ") hereby requests
that the effective date of the Company's Registration Statement on Form S-3 (File No. 333-288616) (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will become effective at 4:01 P.M., Eastern
Time, on January 9, 2026, or as soon thereafter as is practicable.

 Please contact Jennifer L.
Porter, Esq. of Goodwin Procter LLP, counsel to the Company, at (445) 207-7806 to provide notice of effectiveness, or if you have
any questions or comments concerning this request.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 CENTURY THERAPEUTICS, INC.

 By:
 /s/ Brent Pfeiffenberger, Pharm.D.

 Name:
 Brent Pfeiffenberger, Pharm.D.

 Title:
 President and Chief Executive Officer

July 14, 2025
Brent Pfeiffenberger
President and Chief Executive Officer
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, PA 19104
Re:Century Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 10, 2025
File No. 333-288616
Dear Brent Pfeiffenberger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Justin Platt, Esq.

CORRESP
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Century Therapeutics, Inc.

25 North 38th Street, 11th
Floor

Philadelphia, Pennsylvania 19104

June 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-7553

 Re: Century
                                            Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed June 18, 2024 (File No. 333-280310)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Century Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-280310) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:05 P.M., Eastern
Time, on June 26, 2024, or as soon thereafter as is practicable.

Please contact Justin S. Platt, Esq.
of Goodwin Procter LLP, counsel to the Company, at (212) 459-7340 to provide notice of effectiveness, or if you have any questions or
comments concerning this request.

[Remainder of the page intentionally left blank]

    Very truly yours,

    CENTURY THERAPEUTICS, INC.

    By:
    /s/ Brent Pfeiffenberger, Pharm.D.

    Name:
    Brent Pfeiffenberger, Pharm.D.

    Title:
    President and Chief Executive Officer

United States securities and exchange commission logo
June 24, 2024
Brent Pfeiffenberger
Chief Executive Officer
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, PA 19104
Re:Century Therapeutics, Inc.
Registration Statement on Form S-3
Filed June 18, 2024
File No. 333-280310
Dear Brent Pfeiffenberger:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer Porter, Esq.

CORRESP
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Century Therapeutics, Inc.

25 North 38th Street, 11th
Floor

Philadelphia, Pennsylvania 19104

May 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-7553

Re:         Century
Therapeutics, Inc.

Registration Statement on Form S-3

Filed May 15, 2024 (File No. 333-279422)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Century Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-279422) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:05 P.M., Eastern
Time, on May 21, 2024, or as soon thereafter as is practicable.

Please contact Justin S. Platt, Esq.
of Goodwin Procter LLP, counsel to the Company, at (212) 459-7340 to provide notice of effectiveness, or if you have any questions or
comments concerning this request.

[Remainder of the page intentionally left
blank]

  Very truly yours,

    CENTURY THERAPEUTICS, INC.

    By:
     /s/ Brent Pfeiffenberger, Pharm.D.

    Name:
    Brent Pfeiffenberger, Pharm.D.

    Title:
    President and Chief Executive Officer

United States securities and exchange commission logo
May 17, 2024
Brent Pfeiffenberger
Chief Executive Officer
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, PA 19104
Re:Century Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 15, 2024
File No. 333-279422
Dear Brent Pfeiffenberger:
            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:       Justin S. Platt, Esq.

CORRESP
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Century Therapeutics, Inc.

3675 Market Street

Philadelphia, PA 19104

July 11, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

Attn: Michael Davis

Re:        Century Therapeutics, Inc.

Registration Statement on Form S-3

Filed July 1, 2022 (File No. 333-265975)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended,   Century Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-265975) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:05 PM, Eastern Time,
on July 13, 2022, or as soon thereafter as is practicable.

Please contact Rachael M.
Bushey of Troutman Pepper Hamilton Sanders LLP, counsel to the Company, at (215) 981-4331 to provide notice of effectiveness, or if you
have any questions or comments concerning this request.

    Very truly yours,

    CENTURY THERAPEUTICS, INC.

    By:
     /s/ Osvaldo Flores, Ph.D.

    Name:
    Osvaldo Flores, Ph.D.

    Title:
    President and Chief Executive Officer

United States securities and exchange commission logo
July 8, 2022
Osvaldo Flores
President and Chief Executive Officer
Century Therapeutics, Inc.
3675 Market Street
Philadelphia, Pennsylvania 19104
Re:Century Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-265975
Dear Mr. Flores:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael Bushey

CORRESP
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Century
Therapeutics, Inc.

3675 Market Street

Philadelphia, Pennsylvania 19104

June 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Christie Torney, Jeanne Baker, Jane Park and Laura Crotty

    Re:
    Century Therapeutics, Inc.

    Registration
Statement on Form S-1

    SEC File No. 333-256648

    Filed May 28, 2021, as amended June 14, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General
Rules and Regulations under the Securities Act of 1933, as amended, Century Therapeutics, Inc. (the “Company”) hereby
requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-256648) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, eastern time,
on June 17, 2021, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton Sanders
LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Troutman Pepper Hamilton Sanders LLP, by calling Rachael M. Bushey at (215) 981-4331 or Jennifer L. Porter at (215) 981-4339.

Please feel free to direct any questions or comments
concerning this request to Rachael M. Bushey, Esq. of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

    CENTURY THERAPEUTICS, Inc.

    By:
    /s/ Osvaldo Flores, Ph.D.

    Name: Osvaldo Flores, Ph.D.

    Title: President and Chief Executive Officer

Cc: Rachael M. Bushey, Troutman Pepper Hamilton Sanders LLP

Jennifer L. Porter, Troutman Pepper Hamilton Sanders LLP

Richard Truesdell, Jr., Davis Polk & Wardwell LLP

Roshni Cariello, Davis Polk & Wardwell LLP

CORRESP
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J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

SVB Leerink LLC

1301 Avenue of the Americas, 12th Floor

New York, NY 10019

Piper Sandler & Co.

800 Nicollet Mall, Suite 900

Minneapolis, MN 55402

June 15, 2021

VIA EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Christie Torney, Jeanne Baker, Jane Park and Laura Crotty

Re: Century Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed March 28, 2021, as amended

 File No. 333-256648

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Century Therapeutics, Inc.
(the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 4:00 p.m. Eastern Time on June 17, 2021, or as soon thereafter as practicable, or at such other time
thereafter as the Company or its outside counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone to the staff of the U.S.
Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of
the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters,
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

    Very truly yours,

    J.P. Morgan Securities LLC

    By:

    /s/
    David Ke

    Name: David Ke

    Title: Managing Director

    BofA Securities, Inc.

    By:

    /s/ Michele A.H. Allong

    Name: Michele A.H. Allong

    Title: Authorized Signatory

    SVB Leerink LLC

    By:

    /s/ Gabriel Cavazos

    Name: Gabriel Cavazos

    Title: Managing Director

    Piper Sandler & Co.

    By:

    /s/ Paul Scansaroli

    Name: Paul Scansaroli

    Title: Managing Director

[Signature
Page to Underwriters Acceleration Request Letter]

CORRESP
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                         Troutman
Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

Troutman.com

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. § 200.83

The entity requesting confidential treatment is:

Century Therapeutics, Inc.

3675 Market Street

Philadelphia, Pennsylvania 19104

Attention: Osvaldo Flores, Ph.D., President and Chief Executive Officer

Telephone: (267) 817-5790

June 10, 2021

VIA EDGAR AND OVERNIGHT MAIL

CONFIDENTIAL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Christie Torney, Jeanne Baker, Jane Park and Laura Crotty

    Re:

    Century Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-256648

    Filed on May 28, 2021

Ladies and Gentlemen:

On behalf of our client, Century
Therapeutics, Inc. (the “Company”), we submit this supplemental letter (this “Letter”)
to assist the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) in its review of the Company’s Registration Statement on Form S-1, originally submitted
on a confidential basis by the Company to the Commission on March 26, 2021, as revised and submitted on a confidential basis on May 5,
2021, and as revised and filed on May 28, 2021 (the “Registration Statement”).

The purpose of this Letter
is to provide supplemental information to the Staff with respect to the accounting treatment for stock-based compensation for its consideration
so that the Company may be in a position to deliver a preliminary prospectus as promptly as practicable. We are respectfully requesting
confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83.
This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this Letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained in this Letter.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SEC. 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 “[***].”

  Securities
and Exchange Commission

June 10, 2021

Page 2

CONFIDENTIAL TREATMENT REQUESTED
BY CENTURY THERAPEUTICS, INC.

The Company’s discussion
of stock-based compensation is primarily contained within the section of the Registration Statement titled “Management’s
discussion and analysis of financial condition and results of operations—Critical accounting policies and significant judgments
and estimates—Stock-based compensation” and “—Common stock valuations” (“MD&A”)
and appears on pages 84 through 86 of the Registration Statement.

For purposes of this Letter,
all references to the Company prior to February 25, 2021 relate to Prior Century, as defined in the Company’s Registration Statement.
All references to the Company after February 25, 2021 refer to the Company.

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

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

Stock Option Grants and Equity Awards Since January 1, 2019

The Board, with input from
management, determined the estimated fair value of the Company’s common stock after considering valuation reports from an independent
third-party valuation specialist as well as other objective and subjective factors described in the Registration Statement. Set forth
below in this Letter is a discussion of each valuation and option grant since January 1, 2019, along with a comparison of the estimated
fair values of the Company’s common stock to the Preliminary Assumed Price.

The following table summarizes the number of shares
of the Company’s common stock underlying stock options granted, as well as the associated per share exercise price and the estimated
fair value per share of the Company’s common stock, to determine stock-based compensation expense for financial reporting purposes
since January 1, 2019.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA
EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. 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 “[***].”

  Securities
and Exchange Commission

June 10, 2021

Page 3

CONFIDENTIAL TREATMENT REQUESTED
BY CENTURY THERAPEUTICS, INC.

    Grant Date
    Number of Shares
 Underlying Option
 Grants and Equity
 Awards
    Option
 Exercise Price per
 Share
    Fair Value –
 Financial
 Reporting
 Purposes

    February 14, 2019
      1,929,820
    $ 0.01
      [***] (1)

    July 18, 2019
      [***]
    $ 0.41
      [***] (2)

    August 9, 2019
      [***]
    $ 0.41
      [***] (2)

    November 15, 2019
      [***]
    $ 0.41
      [***] (2)

    March 18, 2020
      [***]
    $ 0.41
      [***] (2)

    June 18, 2020
      [***]
    $ 0.41
      [***] (2)

    October 1, 2020
      [***]
    $ 0.69
      [***] (3)

    December 16, 2020
      [***]
    $ 0.69
      [***] (3)

    March 23, 2021
      1,059,066
    $ 2.89
      [***] (4)

    April 16, 2021
      [***]
    $ 2.89
      [***] (4)

    May 21, 2021
      [***]
    $ 2.89
      [***] (4)

    (1)
    Fair value determined for financial reporting purposes, based on the 2018 Valuation Report (as defined below). See “Discussion of Most Recent Fair Value Determinations—February 2019 Grants” below.

    (2)
    Fair value determined for financial reporting purposes, based on the May 2019 Valuation Report (as defined below). See “Discussion of Most Recent Fair Value Determinations—2019-2020 Option Grants” below.

    (3)
    Fair value determined for financial reporting purposes, based on the September 2020 Valuation Report (as defined below). See “Discussion of Most Recent Fair Value Determinations—Fall 2020 Option Grants” below.

    (4)
    Fair value determined for financial reporting purposes, based on the 2021 Valuation Report (as defined below). See “Discussion of Most Recent Fair Value Determinations—2021 Option Grants” below.

Historical Fair Value Determination and Methodology

The Company has historically
determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute of
Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the
 “AICPA Practice Guide”). In addition, the Board also considered numerous objective and subjective factors described
on pages 85 and 86 of the Registration Statement, along with input from management and third-party valuations, to determine the fair value
of the Company’s common stock as disclosed in the Registration Statement.

In order to estimate the fair
value of common stock used to price its option grants since January 1, 2019, the Company and the Board considered, among other things,
contemporaneous valuations of the Company’s common stock prepared by an independent third-party valuation firm. These third-party
valuations were performed consistent with the AICPA Practice Guide, which prescribes several valuation approaches for determining the
value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise
to its capital structure, specifically the common stock.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA
EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. 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 “[***].” 

  Securities
and Exchange Commission

June 10, 2021

Page 4

CONFIDENTIAL TREATMENT REQUESTED
BY CENTURY THERAPEUTICS, INC.

The Board and management developed
estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration to the
advice from its third-party valuation expert. At each grant date, the Board evaluated any recent events and their potential impact on
the estimated fair value per share of the common stock. For grants of stock awards made on dates for which there was no concurrent independent
third-party valuation, the Board 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 at the time of the grant.

The table below sets forth
the fair value determinations of the Company’s common stock as provided by independent third-party valuation reports between November
30, 2018 and February 25, 2021 that were considered by the Board in making each of its fair value determinations:

    Date of Estimated Fair

 Value as Determined by

the Valuation Report
    Fair Value Per

 Share
    Percentage

 Change in Fair

 Value Per Share

 from Prior

 Valuation Report

    November 30, 2018
    [***]
    NA

    May 31, 2019
    [***]
    [***]

    September 30, 2020
    [***]
    [***]

    February 25, 2021
    [***]
    [***]

The following describes the
Board’s fair value determinations in further detail, including significant intervening corporate events.

DISCUSSION
OF MOST RECENT FAIR VALUE DETERMINATIONS

February 2019 Option Grants

The Company advises the Staff
that the Board determined the fair value of the underlying shares of common stock for option awards granted on February 14, 2019 (the
 “February 2019 Grants”) was $[***] per share.

November 30, 2018 Valuation

At the time of the February
2019 Grants, the Board carefully considered all relevant information available to it, including the most recent valuation report from
its third-party valuation firm (the “2018 Valuation Report”), which concluded that, as of November 30, 2018,
the fair value of shares of the Company’s common stock was $[***] per share. The exercise price of $0.01 was selected by the Board
to align with the fair value of the Company’s common stock as of November 30, 2018, as set forth in the 2018 Valuation Report. Pursuant
to the 2018 Valuation Report, the value of the Company’s common stock was determined using the current value method (“CVM”),
which allocates the total equity value given consideration of senior obligations such as debt, equity certificates and other preferred
equity. Based on the total value of assets equaling approximately $[***] million as estimated at the time, and given the Company’s
series A preferred stock liquidation preference and accumulated dividends of approximately $[***] million, the residual value available
to the common stock and option holders was estimated to be $[***]. The value of the Company’s common stock per share was calculated
to be $[***], which was rounded to $[***]. Given that the common stock represents a non-marketable equity interest in a private enterprise,
an adjustment to the preliminary value estimate had to be made to account for the lack of liquidity of the common stock. This adjustment
is commonly referred to as a discount for lack of marketability (“DLOM”). Following a DLOM adjustment of [***]%,
the fair value of the Company’s common stock as of November 30, 2018 was determined to be $[***] per share.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA
EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. 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 “[***].”

  Securities
and Exchange Commission

June 10, 2021

Page 5

CONFIDENTIAL TREATMENT REQUESTED
BY CENTURY THERAPEUTICS, INC.

At the time of each of the
February 2019 Grants, the Board carefully considered all relevant information available to it, including the most recent valuation report
from its third-party independent valuation firm, the 2018 Valuation Report, which concluded that, as of November 30, 2018, the fair value
of shares of the Company’s common stock was $[***] per share. At the time of the February 2019 Grants, the Board determined that
there were no material changes in the Company’s business since November 30, 2018, or in the assumptions upon which the 2018 Valuation
Report was based, that had affected the fair value of its shares of common stock.

2019-2020 Option Grants

The Company advises the Staff
that the Board determined that the fair value of the underlying shares of common stock for option awards granted on July 18, 2019, August
9, 2019, November 15, 2019, March 18, 2020 and June 18, 2020 (collectively, the “2019-2020 Option Grants”) was
$[***] per share.

May 31, 2019 Valuation

The Company received an updated
valuation report from its third-party independent valuation firm (the “May 2019 Valuation Report”), which concluded
that, as of May 31, 2019, the fair value of shares of the Company’s common stock was $[***] per share. In determining the fair value
per share of common stock of the Company, the May 2019 Valuation Report utilized the option pricing method (“OPM”).
The OPM framework infers the equity value of a company by utilizing a recent financing transaction and making assumptions for the expected
time to liquidity, volatility, discount for lack of marketability, and risk-free rate and then solving for the value of equity such that
value for the most recent financing equals the amount paid. This method was selected as management concluded that the contemporaneous
financing transactions were arms-length transactions. For purposes of the May 2019 Valuation Report, the third-party independent valuation
firm, utilizing the indexing method, calculated the Company’s implied equity value at approximately $[***] million. Using an estimated
option term of [***] years, based on management’s best estimates of a liquidity event at such time, an estimated volatility of [***]%
and a DLOM of [***]%, the fair value of the Company’s common stock as of May 31, 2019 was determined to be $[***] per share.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA
EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. 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 “[***].”

  Securities
and Exchange Commission

J

CORRESP
1
filename1.htm

    Troutman Pepper Hamilton Sanders LLP

    3000 Two Logan Square, Eighteenth and Arch Streets

    Philadelphia, PA 19103-2799

    troutman.com

May 28, 2021

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Christie Torney, Jeanne Baker, Jane Park
and Laura Crotty

    Re:

    Century Therapeutics, Inc.

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

    Submitted May 5, 2021

    CIK No. 0001850119

Ladies and Gentlemen:

We are submitting this letter on behalf of our
client Century Therapeutics, Inc. (the “Company”), in response to the written comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter, dated May 21, 2021 (the
 “Comment Letter”) in connection with Amendment No. 1 to the Company’s Draft Registration Statement on
Form S-1 (the “Amended DRS”), confidentially submitted to the SEC on May 5, 2021. In response to the comments
set forth in the Comment Letter the Company has revised the Amended DRS and is filing a revised draft (the “Form S-1”)
with this response letter. For the Staff’s reference, we have included both a clean copy of the Form S-1 and a copy marked to show
all changes from the Amended DRS confidentially submitted on May 5, 2021.

For your convenience, our responses are set forth
below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter.
Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response. Capitalized terms
used but not defined in this letter shall have the respective meanings given to such terms in the Form S-1. Page references in the text
of this response letter correspond to the page numbers of the Form S-1.

Amendment No. 1 to Draft Registration Statement
on Form S-1 submitted May 5, 2021

Inscripta, page 130

 1. Please revise your disclosure of the Inscripta license agreement to include the aggregate amounts
paid to date, if applicable.

The Company respectfully acknowledges the Staff’s
comment and informs the Staff that no payments have been made under its license agreement with Inscripta as there are no payment terms
in the license agreement with Inscripta. The Company respectfully advises the Staff that it has revised the disclosure on page 130 of
the Form S-1.

    1

    Securities and Exchange Commission

    May 28, 2021

    Page 2

Exhibits

 2. We refer to the iCELL Inc. Sublicense Agreement filed as Exhibit 10.25 and the Loan and Security
Agreement with Hercules Capital filed as Exhibit 10.24 to your registration statement. We note that certain identified information has
been redacted in these exhibits as noted in the exhibit index. Please revise the first page of both exhibits to include a statement that
certain identified information has been excluded from the exhibit because it is both not material and is the type that you treat as private
or confidential. Refer to Item 601(b)(2)(ii) of Regulation S-K.

The Company respectfully advises the Staff that
it has revised the first page of both exhibits in the Form S-1.

We thank you for your prompt attention to this
letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct
any questions concerning this filing to the undersigned at 215.981.4331.

    Sincerely,

    /s/ Rachael M. Bushey, Esq.

    Rachael M. Bushey, Esq.

    cc:

    Via Email

    Osvaldo Flores, Ph.D., Century Therapeutics, Inc.

    Michael Diem, M.D., Century Therapeutics, Inc.

    Jennifer Porter, Troutman Pepper Hamilton Sanders
    LLP

    Richard Truesdell, Jr., Davis Polk & Wardwell
    LLP

    Roshni Cariello, Davis Polk & Wardwell LLP

    2

United States securities and exchange commission logo
May 21, 2021
Osvaldo Flores
Chief Executive Officer
Century Therapeutics, Inc.
3675 Market Street
Philadelphia, Pennsylvania 19104
Re:Century Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 5, 2021
CIK No. 0001850119
Dear Dr. Flores:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 5, 2021
Inscripta, page 130
1.Please revise your disclosure of the Inscripta license agreement to include the aggregate
amounts paid to date, if applicable.

 FirstName LastNameOsvaldo Flores
 Comapany NameCentury Therapeutics, Inc.
 May 21, 2021 Page 2
 FirstName LastName
Osvaldo Flores
Century Therapeutics, Inc.
May 21, 2021
Page 2
Exhibits
2.We refer to the iCELL Inc. Sublicense Agreement filed as Exhibit 10.25 and the Loan and
Security Agreement with Hercules Capital filed as Exhibit 10.24 to your registration
statement.  We note that certain identified information has been redacted in these exhibits
as noted in the exhibit index.  Please revise the first page of both exhibits to include a
statement that certain identified information has been excluded from the exhibit because it
is both not material and is the type that you treat as private or confidential.  Refer to Item
601(b)(2)(ii) of Regulation S-K.
            You may contact Christine Torney at 202-551-3652 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael Bushey, Esq.

United States securities and exchange commission logo
April 23, 2021
Osvaldo Flores
Chief Executive Officer
Century Therapeutics, Inc.
3675 Market Street
Philadelphia, Pennsylvania 19104
Re:Century Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted March 26, 2021
CIK No. 0001850119
Dear Dr. Flores:
            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 March 26, 2021
Prospectus Summary, page i
1.Please clarify the meaning of scientific or technical terms the first time they are used in
order to ensure that lay readers will understand the disclosure. For example, please briefly
explain what you mean by iPSC-derived NK and T therapeutics and CRISPR-
HDR technology.
Our pipeline, page iii
2.We note the inclusion of your Discovery Platform in your pipeline table on pages iii and
86.  Given the stage of development of the program, it does not appear material to the
company at this time. Therefore, please remove the program from the pipeline table.

 FirstName LastNameOsvaldo Flores
 Comapany NameCentury Therapeutics, Inc.
 April 23, 2021 Page 2
 FirstName LastNameOsvaldo Flores
Century Therapeutics, Inc.
April 23, 2021
Page 2
Our team, page v
3.We note that your website lists Dr. Hiromitsu Nakauchi, M.D., Ph.D. as a Scientific Co-
Founder of the company. Please explain whether Dr. Nakauchi remains involved in the
company and, if so, in what capacity. If material, please include disclosure regarding his
role and compensation, as appropriate.
Risk factors, page 1
4.We note your disclosure on page 38 of the risks related to the potential termination of any
of your license agreements with FCDI and other licensors. Given the bullet point on page
v which states that you are highly dependent on your strategic relationships and
collaborations and any termination or loss of significant rights under such arrangements
with your strategic partners could seriously harm your business, please also add disclosure
in this section with respect to the risks related to the potential breach or termination of
other material agreements, such as your collaboration and manufacturing agreements with
FCDI.
Market and industry data, page 59
5.We note your statement cautioning investors not to give undue weight to estimates or
projections included in the prospectus and your statement that you have not independently
verified the accuracy or completeness of the data contained in industry publications and
reports. These statements may imply an inappropriate disclaimer of responsibility with
respect to the third party information; therefore, either remove the potential disclaiming
language or clearly state in this section that you are liable for such information.
Selected consolidated financial data, page 67
6.Please provide historical earnings and units per share information.  In addition, provide
pro forma earnings per share information for the latest year and any subsequent interim
periods to give effect to (i) the 2021 Reorganization; (ii) the automatic conversion of all
your preferred stock outstanding into 85,865,789 shares of your common stock upon the
closing of the offering; and (iii) the reverse stock split to be effected prior to the closing of
this offering.  Provide a footnote that explains the nature of the pro forma earnings per
share information and how it was calculated.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation
Common Stock Valuations, page 81
7.Once you have an estimated offering price or range, please explain to us how Prior
Century determined the fair value of the awards underlying their equity issuances granted

 FirstName LastNameOsvaldo Flores
 Comapany NameCentury Therapeutics, Inc.
 April 23, 2021 Page 3
 FirstName LastNameOsvaldo Flores
Century Therapeutics, Inc.
April 23, 2021
Page 3
to the Company's employees.  Address the reasons for any differences between recent
equity valuations of Prior Century and the Company 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-based compensation.  Please discuss with
the staff how to submit your response.
Advantages of our proprietary Allo-Evasion technology, page 95
8.Please revise the graphics on pages 95 and 112 to include labels and units for both
axes, where applicable.
Our development candidates, page 104
9.We refer to your disclosure on page 104 that you believe your program will continue the
advancement of your iT cell platform to generate safe and efficacious iPSC-derived cell
therapies for different tumor indications. We also note your disclosure on page 113 that
you believe that CNTY-101 addresses “unmet needs for an off-the-shelf, safe and
effective cell therapy offering an improved therapeutic profile.” Please note that
determinations of safety and efficacy are solely within the authority of the FDA; therefore,
please revise the prospectus to remove all references and/or implications of safety and
efficacy, including those cited above.
Licensing, partnerships and collaborations, page 118
10.Please provide the current expiration date for the last-to-expire patent licensed under the
Differentiation License and the Reprogramming License agreements with FCDI, the
WARF License, the iCELL sublicense agreement and the Empirica License
agreement. Please also disclose the duration of the license agreement you granted FCDI to
manufacture or practice developments made by you both in Japan and worldwide.
11.Please disclose the royalty term under your Reprogramming License agreement with
FCDI (as required by the WARF License) and the Empirica License agreement.
12.Please include disclosure in the Business section and expand your disclosure on page 71
in the MD&A section to include the material terms of the master services agreement with
Distributed Bio, Inc. We refer to your disclosure on page F-19, but did not note any
further references in the prospectus. Please also file the master services agreement as an
exhibit to the registration statement as required by Item 601(b)(10) of Regulation S-K or
tell us why you believe you are not required to do so.
13.We note your disclosure on page 120 that Bayer was granted a right of first refusal under
the Option Agreement to submit bids for the transfer, sale or license of certain product
candidates comprised of allogeneic iPSC-derived natural killer cells among others (or the
“Research Products”). Given that your pipeline includes product candidates that may
include iPSC-derived natural killer (or iNK) therapeutics, please clarify if the Research
Products would include any of the product candidates listed in the pipeline table on page

 FirstName LastNameOsvaldo Flores
 Comapany NameCentury Therapeutics, Inc.
 April 23, 2021 Page 4
 FirstName LastNameOsvaldo Flores
Century Therapeutics, Inc.
April 23, 2021
Page 4
iii and if so, please revise your disclosure to highlight this arrangement in the Summary
and also in the Risk Factor disclosure on page 4.
Intellectual Property, page 121
14.We note your disclosure on page 124 regarding the sublicense to patents owned by WARF
with respect to the “Thompson Factors.” Please also disclose the type of patent protection
provided to this sublicense.
15.We note your disclosure that you license a patent portfolio covering the composition,
production and use of the CRISPR-MAD7 gene-editing technology from Inscripta, Inc. on
a non-exclusive basis. Please disclose the applicable jurisdiction of those patents. Please
also file the license agreement as an exhibit to this registration statement as required by
Item 601(b)(10) of Regulation S-K or explain to us why it is not material.
16.You disclose on page 125 that you license from FCDI a portfolio of six patent families
relating to the differentiation of iPSC cells, but we note your disclosure of only five issued
U.S. patents.  Please confirm and expand your disclosure to include all patents in the six
patent families, along with the type of patent protection provided, expiration dates and
applicable jurisdictions. Consider adding tabular disclosure in addition to the narrative for
ease of use.
Century Therapeutics, LLC and Subsidiary Financial Statements
Consolidated statements of operations and comprehensive loss, page F-4
17.Please present historical net loss per units and net loss per share information and provide
the disclosures required by ASC 260-10-50.  Refer to ASC 260-10-15-2.
Note 3. Initial Capitalization, page F-13
18.We note that on June 21, 2019, Prior Century and Bayer entered into a commitment
agreement to initially capitalize the Company. Please address the following:

•We note that in exchange for issuing 67,226,891 common units to Prior Century, the
Company acquired substantially all of Prior Century’s assets, assumed all of its
liabilities and assumed the operations of Prior Century and after Bayer's cash
contributions to the Company, Prior Century owned 78% of the Company's equity
interests.  We further note that notwithstanding its 78% equity interest, Prior
Century accounts for its investment in the Company under the equity method of
accounting.  With reference to specific terms of Bayer's approval and veto rights,
please tell us and expand your disclosures to clarify how you determined that Prior
Century did not retain control the Company; and
•Provide us with a sufficiently detailed explanation of how your determined the fair
value of the 67,226,891 units issued to Prior Century.  Expand your disclosures
herein, or within your Common Stock Critical Accounting Policies section, to clarify.

 FirstName LastNameOsvaldo Flores
 Comapany NameCentury Therapeutics, Inc.
 April 23, 2021 Page 5
 FirstName LastName
Osvaldo Flores
Century Therapeutics, Inc.
April 23, 2021
Page 5
19.We note the relative fair value allocation of the transaction costs resulted in $225 million
of in-process research and development (IPR&D). Please expand your disclosures herein,
or within Management's Discussion and Analysis, to describe the significant
IPR&D projects acquired.
Note 14. Stock-based compensation, page F-22
20.Please disclose the fair value of Prior Century's shares underlying its options issued to the
Company's employees during the periods presented and how you determined such fair
values.  Please address how you took into consideration the fair value of the Company's
equity interests as determined in connection with its initial capitalization as discussed in
Note 3.  In this regard, we note that subsequent to the initial capitalization of the
Company, Prior Century has no significant operations other than its investment in the
Company.
General
21.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Christine Torney at 202-551-3652 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael Bushey, Esq.