SecProbe.io

CORRESP
 1
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 CORRESP

 INVIVYD, INC.
 209 Church Street New
Haven, CT 06510 December 19, 2025 VIA
EDGAR Office of Life Sciences Division of
Corporation Finance U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Invivyd, Inc.
 Registration Statement on Form S-3
 Filed October 2, 2025
 File No. 333-290685
 Request for Acceleration of Effective Date
 To Whom It May Concern: Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Invivyd, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare such Registration Statement effective as of 4:30 p.m., Eastern Time, on December 23, 2025, or as soon thereafter as possible.
 Please direct any questions or comments concerning this request to Stephen M. Nicolai of Hogan Lovells US LLP at (267) 675-4642. Also, please notify Mr. Nicolai when this request for acceleration has been granted.

 Very truly yours,

 INVIVYD, INC.

 By:

 /s/ Jill Andersen

 Name:

 Jill Andersen

 Title:

 Chief Legal Officer and Corporate Secretary

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  CORRESP

  INVIVYD, INC.

  1601 Trapelo Road, Suite 178

  Waltham, MA 02451

  April 18, 2024

  VIA EDGAR

  Office of Life Sciences

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Lauren Hamill

  Re:	Invivyd, Inc.

  	Registration Statement on Form S-3

  	Filed February 9, 2024

  	File No. 333-276986

  	Request for Acceleration of Effective Date

  To Whom It May Concern:

  	Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Invivyd, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare such Registration Statement effective as of 4:00 p.m., Eastern Time, on April 19, 2024, or as soon thereafter as possible.

  	Please direct any questions or comments concerning this request to Stephen M. Nicolai of Hogan Lovells US LLP at (267) 675-4642. Also, please notify Mr. Nicolai when this request for acceleration has been granted.

  	Very truly yours,

  	INVIVYD, INC.

  	By: /s/ Jill Andersen

  	Name:	Jill Andersen

  	Title: 	Chief Legal Officer and Corporate Secretary

United States securities and exchange commission logo
February 23, 2024
David Hering
Chief Executive Officer
Invivyd, Inc.
1601 Trapelo Road, Suite 178
Waltham, MA 02451
Re:Invivyd, Inc.
Registration Statement on Form S-3
Filed February 9, 2024
File No. 333-276986
Dear David Hering:
            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:       Stephen Nicolai

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 INVIVYD, INC.

1601 Trapelo Road, Suite 178

Waltham, MA 02451

 October 3, 2022

 VIA EDGAR

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Daniel Crawford

Re:
 Invivyd, Inc.

Registration Statement on Form S-3

Filed September 28, 2022

File No. 333-267643

Request for Acceleration of Effective Date

Dear Mr. Crawford:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Invivyd, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare such Registration Statement effective as of 4:00 p.m., Eastern Time, on October 5, 2022, or as soon thereafter as possible.

Please direct any questions or comments concerning this request to Stephen M. Nicolai of Hogan Lovells US LLP at (267) 675-4642. Also, please notify Mr. Nicolai when this request for acceleration has been granted.

Very truly yours,

INVIVYD, INC.

By:

 /s/ Jill Andersen

Name:

Jill Andersen

Title:

Chief Legal Officer and Corporate Secretary

United States securities and exchange commission logo
September 30, 2022
David Hering
Chief Executive Officer
Invivyd, Inc.
1601 Trapelo Road, Suite 178
Waltham, MA 02451
Re:Invivyd, Inc.
Registration Statement on Form S-3
Filed September 28, 2022
File No. 333-267643
Dear Ms. Hering:
            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:       Stephen M. Nicolai, Esq.

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CORRESP

 Lawrence S. Elbaum lelbaum@velaw.com

Tel +1.212.237.0084 Fax +1.917.849.5379

 May 31, 2022

VIA ELECTRONIC MAIL AND EDGAR FILING

 Christina
Chalk, Esq.

 Senior Special Counsel

 Office of Mergers and
Acquisitions

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3561

Re:
 Adagio Therapeutics, Inc.

PREC14A filed May 19, 2022

SEC File No. 001-40703

Ms. Chalk:

 Set forth below are the
responses of Adagio Therapeutics, Inc. (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter, dated May 27, 2022, with respect to its preliminary information statement, File No. 001-40703, filed with the Commission on May 19, 2022 (the
“Information Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Information Statement (“Amended Information Statement”). Enclosed with
the email version of this letter is a copy of the Amended Information Statement marked to show changes from the Information Statement as originally filed.

For your convenience, each response is prefaced by the Staff’s corresponding comment in bold, italicized text. Unless otherwise
specified, all references to page numbers and captions correspond to the Information Statement and all capitalized terms used but not defined herein have the same meaning as in the Information Statement.

Letter to Shareholders, page i

1.
 Refer to the last paragraph of the Letter to Shareholders. Explain what you mean by the statement that
the Annual Meeting may be adjourned or postponed “from time to time.” Your revised disclosure should explain what this means, and should also describe the circumstances under which the Annual Meeting would be postponed or adjourned, given
that the Company is not soliciting proxy authority.

 Vinson & Elkins LLP Attorneys at Law

Austin Dallas Dubai Houston London Los Angeles

 New York Richmond
Riyadh San Francisco Tokyo Washington

 1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

 Tel +1.212.237.0000 Fax
+1.212.237.0100 www.velaw.com

Securities and Exchange Commission   May 31, 2022   Page
 2

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has
revised the Information Statement to remove “from time to time” and clarify that the Annual Meeting may be postponed or adjourned due to unanticipated circumstances or reasons outside of the control of the Company. The Company respectfully
refers the Staff to the last paragraph of the Letter to Shareholders.

 Proposal 2 – Precatory Declassification Proposal, page 17

2.
 We note your disclosure that the proposal to declassify the Board of Directors is nonbinding. However, we
also note that the Company is not opposing the proposal. Explain your intentions with respect to declassifying the Board if Proposal 2 passes with the required majority vote. See Item 4 of Schedule 14C.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the Information Statement to disclose that the
Company will take into consideration the shareholder vote with respect to the Precatory Declassification Proposal in deciding what steps it will take, if any, with respect to the declassification of the Board. The Company respectfully refers the
Staff to page 17 of the Amended Information Statement.

 General

3.
 Include disclosure about the interests and potential conflicts of interest of certain affiliates in the
solicitation. See Item 3 of Schedule 14C.

 RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised the Information Statement to include additional disclosure on Ajay Royan’s and Terrance McGuire’s interests and potential conflicts of interest as affiliates of the Mithril Group. The Company
respectfully refers the Staff to page 1 of the Amended Information Statement.

*        *        *
 *        *

Securities and Exchange Commission   May 31, 2022   Page
 3

 Please contact me directly at (212) 237-0084 with any
questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.

Very truly yours,

 /s/ Lawrence S. Elbaum

Lawrence S. Elbaum

 Enclosures

cc:
 Jill Andersen, Esq., Adagio Therapeutics, Inc.

C. Patrick Gadson, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
May 27, 2022
Jill Andersen, Esq.
General Counsel
Adagio Therapeutics, Inc.
1601 Trapelo Road
Suite 178
Waltham, MA 02451
Re:Adagio Therapeutics, Inc.
PREC14A filed May 19, 2022
SEC File No. 1-40703
Dear Ms. Andersen:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Note that all defined terms used here have the same meaning as in the Company's information
statement.
PREC14C filed May 19, 2022
Letter to Shareholders, page i
1.Refer to the last paragraph of the Letter to Shareholders. Explain what you mean by the
statement that the Annual Meeting may be adjourned or postponed "from time to time."
Your revised disclosure should explain what this means, and should also describe the
circumstances under which the Annual Meeting would be postponed or adjourned, given
that the Company is not soliciting proxy authority.
Proposal 2 - Precatory Declassification Proposal, page 17
2.We note your disclosure that the proposal to declassify the Board of Directors is
nonbinding.  However, we also note that the Company is not opposing the proposal.
Explain your intentions with respect to declassifying the Board if Proposal 2 passes with

 FirstName LastNameJill Andersen, Esq.
 Comapany NameAdagio Therapeutics, Inc.
 May 27, 2022 Page 2
 FirstName LastName
Jill Andersen, Esq.
Adagio Therapeutics, Inc.
May 27, 2022
Page 2
the required majority vote.  See Item 4 of Schedule 14C.
General
3.Include disclosure about the interests and potential conflicts of interest of certain affiliates
in the solicitation.  See Item 3 of Schedule 14C.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk, Senior Special Counsel, at (202) 551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Lawrence Elbaum, Esq.

United States securities and exchange commission logo
April 18, 2022
Ajay Royan
Managing General Partner
Mithril Capital Management LLC
600 Congress Avenue, Suite 3100
Austin, TX 78701
Re:Adagio Therapeutics, Inc.
PREC14A filed April 11, 2022
Filed by Mithril II, LP, et al.
File No. 1-40703
Dear Mr. Royan:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used here have the same meaning as in your proxy statement listed above.
PREC14A filed April 11, 2022
This Solicitation is Being Made by Mithril and Not on Behalf of the Adagio Board of Directors,
page ii
1.Please revise this heading, since Mithril is one of over 20 participants in this solicitation.
Background to this Solicitation, page 2
2.Expand the Background section to describe how and when these participants came into
contact and ultimately decided to jointly conduct this solicitation.
3.To the extent applicable, update the description of the settlement discussions between the
Company and the participants.

 FirstName LastNameAjay Royan
 Comapany NameMithril Capital Management LLC
 April 18, 2022 Page 2
 FirstName LastNameAjay Royan
Mithril Capital Management LLC
April 18, 2022
Page 2
Reasons for the Solicitation, page 2
4.Expand this section to specifically describe the participants' plans for the Company, if the
Nominees are elected (in addition to their existing board representation).  In this regard,
explain what is meant by your attempts to "implement superior corporate governance" and
"grow into a strategic and operational posture that matches the scope of opportunities
available to [the Company]."  Your expanded disclosure should note how the participants'
current board representatives have tried to achieve these goals in the past, if applicable.
Interests of the Nominees, page 13
5.Revise to more specifically describe in this section the Nominees' interests and potential
conflicts of interest, to the extent they are elected to the Board of Directors.  If you
continue to cite to additional relevant disclosure later in the proxy statement, revise to be
more specific as to where that additional information may be found.  Current references to
"as described below" may make it difficult for shareholders to locate the specific language
to which you refer.
Certain Information Regarding the Participants, page 15
6.Explain what you mean by the reference to Adimab as a "significant commercial
counterparty" in the first sentence in this section.  If you mean a competitor, so state.  If
not, more specifically describe the relationship between this participant and the
Company.
Certain Additional Information , page 20
7.Refer to the first sentence in the third paragraph of this section which states:  "You are
advised to read this proxy statement and other relevant documents when they become
available because they will contain important information."  This language is confusing
because shareholders will not see it if and until they read the proxy statement.  In addition,
revise to identify the "other relevant documents" to which you refer.
Incorporation by Reference, page 21
8.Rule 14a-5(c) requires you to identify the specific proxy statement or other proxy filing
that contains the information referenced.  Vague references to "the Company's public
filings" do not satisfy the requirement to identify the "particular document containing such
information."  Please revise.
General
9.Fill in the blanks throughout the proxy statement.  Information that is subject to change
may be bracketed until finalized.

 FirstName LastNameAjay Royan
 Comapany NameMithril Capital Management LLC
 April 18, 2022 Page 3
 FirstName LastName
Ajay Royan
Mithril Capital Management LLC
April 18, 2022
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Kiran Kadekar, Esq.

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SEC Response Letter

 Divakar Gupta

 +1 212 479
6474

 dgupta@cooley.com

 August 3, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Tara Harkins

Al Pavot

 Abby Adams

Irene Paik

Re:
 Adagio Therapeutics, Inc.

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

Filed August 2, 2021

CIK No. 0001832038

File No. 333-257975

Ladies and Gentlemen:

 On behalf of Adagio Therapeutics, Inc.
(the “Company”), we are providing this letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) Division
of Corporation Finance contained in its letter, dated August 2, 2021 (the “Comment Letter”), relating to Amendment No. 1 to the Company’s Registration Statement on Form
S-1, filed on August 2, 2021.

 The numbering of the paragraphs below corresponds to the numbering of the
comments contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics.

 Amendment
No. 1 to Registration Statement on Form S-1 filed August 2, 2021

Business

 License Agreement with Biocon Biologics
Limited, page 145

1.
 Please expand your disclosure regarding the license agreement with Biocon to describe the material terms of
the agreement, including payment terms and termination provisions. Please also file the agreement as an exhibit to the registration statement, or advise. See Item 601(b)(10) of Regulation S-K.

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212)
479-6275 cooley.com

 August 3, 2021

 Page Two

 The Company respectfully advises the Staff that it does not believe that the License Agreement (the
“Agreement”) with Biocon Biologics Limited (“Biocon”) is a material contract required to be described in the Registration Statement and filed pursuant to Item 601(b)(10) of Regulation S-K.
In fact, the Company’s primary motivation for entering into the Agreement was humanitarian – to provide its treatments to areas of the world most adversely affected by the COVID-19 pandemic.
The Company’s consideration of Item 601(b)(10) of Regulation S-K is summarized below.

Item 601(b)(10)(i) of Regulation S-K defines a “material contract” as a contract
made outside of the ordinary course of business which is material to the registrant. Item 601(b)(10)(ii)(B) of Regulation S-K clarifies that if an agreement is such as ordinarily accompanies the kind
of business conducted by the registrant, it will be deemed to be made in the ordinary course of business, and therefore not required to be filed, unless the agreement is, among other things, one “upon which the registrant’s business
is substantially dependent.” The Company respectfully advises the Staff that the Agreement was entered into in the ordinary course of business, and that the Company is not substantially dependent upon the Agreement.

As described in the Registration Statement, the Company is a clinical-stage biopharmaceutical company focused on the discovery, development and
commercialization of antibody-based solutions for infectious diseases with pandemic potential. The Company has disclosed in the Registration Statement that one of its key strategies is to commercialize its lead product candidate, ADG20, through its
own organization in the United States and Europe, and partners in the rest of the world (emphasis added). As a result, the Company would be expected to enter into license agreements from time to time in order to facilitate the
commercialization of its product candidates in certain territories. Such license agreements would ordinarily accompany the business of identifying and commercializing therapeutic products.

Furthermore, the Company respectfully advises the Staff that it is not “substantially dependent” on the Agreement. The Company entered into the
Agreement in order to join forces with a partner that can effectively develop, manufacture and commercialize the Company’s antibodies in areas of the world that have been hit hardest by the COVID-19
pandemic, including India and other emerging markets in southern Asia and Africa. The upfront payment payable to the Company pursuant to the Agreement is a de minimis amount of $1,000. The Agreement does not contain any development
milestones, and sales milestone payments, which are payable only if the net selling price of the product exceeds a specified threshold representing the Company’s estimate of a sustainable price in these emerging markets (the “Price
Threshold”), are not material to the Company. Similarly, royalties are only payable if the antibodies are sold by Biocon in excess of the Price Threshold. The pricing structure is designed to incentivize Biocon to make the product broadly
available at affordable prices rather than to drive revenues to the Company. The Company respectfully advises the Staff that it does not expect to generate

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212)
479-6275 cooley.com

 August 3, 2021

 Page
Three

 any material revenue from the Agreement in the near-term, or potentially at all. Rather, the Company
partnered with Biocon to bring potentially life-saving treatment to patients in under-resourced regions of the world deeply affected by the pandemic.

 For
the foregoing reasons, the Company respectfully advises the Staff that it does not consider the Agreement to satisfy the definition of a “material contract” under Item 601(b)(10)(i) of Regulation
S-K. Furthermore, the Company respectfully advises the Staff that it does not believe filing the Agreement as an exhibit would provide meaningful information to investors beyond that which has already been
summarized in the Registration Statement. The Company advises the Staff that it will continue to evaluate in future periods whether the Agreement satisfies the definition of a “material contract” under Item 601(b)(10) of Regulation S-K.

 The Company notes that it included a description of the Agreement in the Registration Statement in
order to demonstrate its commitment to positively impacting global health.

 * * * *

Please direct any questions or further comments concerning the Registration Statement or this response letter to either the undersigned at (212) 479-6474, Ryan Sansom of Cooley LLP at (617) 937-2335 or Courtney Tygesson of Cooley LLP at (312) 881-6680.

Sincerely,

 /s/ Divakar Gupta

Divakar Gupta

cc:
 Tillman U. Gerngross, Ph.D., Adagio Therapeutics, Inc.

Jane Pritchett Henderson, Adagio Therapeutics, Inc.

Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

Roshni Banker Cariello, Davis Polk & Wardwell LLP

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212)
479-6275 cooley.com

United States securities and exchange commission logo
August 2, 2021
Tillman U. Gerngross, Ph.D.
Chief Executive Officer
Adagio Therapeutics, Inc.
303 Wyman Street, Suite 300
Waltham, MA 02451
Re:Adagio Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 2, 2021
File No. 333-257975
Dear Dr. Gerngross:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed August 2, 2021
Business
License Agreement with Biocon Biologics Limited, page 145
1.Please expand your disclosure regarding the license agreement with Biocon to describe
the material terms of the agreement, including payment terms and termination provisions.
Please also file the agreement as an exhibit to the registration statement, or advise.  See
Item 601(b)(10) of Regulation S-K.

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 August 2, 2021 Page 2
 FirstName LastName
Tillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
August 2, 2021
Page 2

            You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at 202-551-6902 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Divakar Gupta, Esq.

CORRESP
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CORRESP

 ADAGIO THERAPEUTICS, INC.

303 Wyman Street, Suite 300

Waltham, MA 02451

 August 3, 2021

Via Edgar

 United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Tara Harkins

 Al Pavot

 Abby Adams

 Irene Paik

RE:
 Adagio Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-257975

 Acceleration Request

Requested Date:        August 5, 2021

Requested Time:        4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on August 5, 2021, at 4:00 p.m., Eastern Time, or as soon
thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with Erika
Kaneko, counsel to the Registrant, at (212) 479-6454.

 Very truly yours,

 Adagio Therapeutics, Inc.

 /s/  Jane Henderson

 Jane Henderson

 Chief Financial
Officer

cc:
 Divakar Gupta, Cooley LLP

 Courtney Tygesson, Cooley LLP

CORRESP
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CORRESP

 MORGAN STANLEY & CO LLC

1585 Broadway

 New York,
New York 10036

 JEFFERIES LLC

520 Madison Avenue

 New
York, New York 10022

 STIFEL, NICOLAUS

& COMPANY, INCORPORATED

787 7th Avenue, 11th Floor

New York, New York 10019

 GUGGENHEIM SECURITIES, LLC

330 Madison Avenue

 New
York, NY 10017

August 3, 2021

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Tara Harkins

Al Pavot

 Abby Adams

Irene Paik

RE:
 Adagio Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-257975

Acceleration Request

Requested Date:        August 5, 2021

Requested Time:       4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned hereby join in the request of Adagio Therapeutics, Inc. (the “Registrant”) that the Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) to become effective on August 5, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 700 copies of the Preliminary
Prospectus dated August 2, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

Very truly yours,

MORGAN STANLEY & CO. LLC

By:

 /s/ Chirag D. Surti

Name:   Chirag D. Surti

Title:     Vice President

JEFFERIES LLC

By:

 /s/ Dustin Tyner

Name:   Dustin Tyner

Title:     Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Nathan Thompson

Name:   Nathan Thompson

Title:     Director

GUGGENHEIM SECURITIES, LLC

By:

 /s/ Ronald Gerber

Name:   Ronald Gerber

Title:     Senior Managing Director

 [Signature Page to
Acceleration Request]

CORRESP
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SEC Response Letter 2

 Divakar Gupta

 +1 212 479 6474

dgupta@cooley.com

 August 2, 2021

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attn:

Tara Harkins

Al Pavot

Abby Adams

Irene Paik

Re:

Adagio Therapeutics, Inc.

Registration Statement on Form S-1

Filed July 16, 2021

CIK No. 0001832038

File No. 333-257975

 Ladies and Gentlemen:

 On
behalf of Adagio Therapeutics, Inc. (the “Company”), we are providing this letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) Division of Corporation Finance contained in its letter, dated July 26, 2021 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1, filed on July 16, 2021.

 The Company is concurrently filing Amendment No. 1 to its Registration Statement
on Form S-1 (the “Registration Statement Amendment”), which reflects changes made in response to certain of the comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement Amendment. Capitalized terms used but not otherwise defined in this letter shall
have the meanings set forth in the Registration Statement Amendment.

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

 August 2, 2021

 Page Two

 Registration Statement on Form S-1 filed July 16, 2021

 Prospectus Summary, page 1

1.
 We note your revised disclosure in response to our prior comment 2 that you are conducting a combined Phase
2/3 global clinical trial designed to provide a path to authorization, marketing approval and commercial launch in 2022. Please further revise your disclosure to provide time frames over which you have control, such as the timing of your submissions
to the FDA. For those over which you have no control, revise to clarify that you may not meet your time frames for submission, and if you do, there is no guarantee the FDA would approve your submission, and no guarantee they would do so in your
anticipated time frame.

 In response to the Staff’s comment, the Company has revised the disclosure throughout the Registration
Statement Amendment, including on pages 4, 114, 115, 124 and 132 of the Registration Statement Amendment.

 * * * *

 Please direct any questions or further comments concerning the Registration Statement or this response letter to either the undersigned at (212) 479-6474, Ryan Sansom of Cooley LLP at (617) 937-2335 or Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Sincerely,

 /s/ Divakar Gupta

 Divakar Gupta

cc:

Tillman U. Gerngross, Ph.D., Adagio Therapeutics, Inc.

Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

Roshni Banker Cariello, Davis Polk & Wardwell LLP

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

United States securities and exchange commission logo
July 26, 2021
Tillman U. Gerngross, Ph.D.
Chief Executive Officer
Adagio Therapeutics, Inc.
303 Wyman Street, Suite 300
Waltham, MA 02451
Re:Adagio Therapeutics, Inc.
Registration Statement on Form S-1
Filed July 16, 2021
File No. 333-257975
Dear Dr. Gerngross:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 8, 2021 letter.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your revised disclosure in response to our prior comment 2 that you are
conducting a combined Phase 2/3 global clinical trial designed to provide a path to
authorization, marketing approval and commercial launch in 2022. Please further revise
your disclosure to provide time frames over which you have control, such as the timing of
your submissions to the FDA.  For those over which you have no control, revise to clarify
that you may not meet your time frames for submission, and if you do, there is no
guarantee the FDA would approve your submission, and no guarantee they would do so in
your anticipated time frame.

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 July 26, 2021 Page 2
 FirstName LastName
Tillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
July 26, 2021
Page 2
            You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at 202-551-6902 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Divakar Gupta, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 Divakar Gupta

 +1 212 479
6474

 dgupta@cooley.com

 July 16, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Tara Harkins

 Al Pavot

 Abby Adams

 Irene Paik

Re:
 Adagio Therapeutics, Inc.

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

 Submitted June 28, 2021

 CIK No. 0001832038

Ladies and Gentlemen:

 On behalf of Adagio Therapeutics, Inc.
(the “Company”), we are providing this letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) Division of Corporation
Finance contained in its letter, dated July 8, 2021 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1,
confidentially submitted on June 28, 2021.

 The Company is concurrently filing its Registration Statement on Form
S-1 (the “Registration Statement”), which reflects changes made in response to the comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the
meanings set forth in the Registration Statement.

 Cooley LLP 55 Hudson Yards
New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275
cooley.com

 July 16, 2021

  Page
 2

 Amendment No. 1 to Draft Registration Statement on Form S-1
submitted June 28, 2021

 Prospectus Summary, page 1

1.
 We reissue prior comment 1 to the extent you continue to characterize ADG20 as having demonstrated an
ability to “potently neutralize” SARS-CoV-2.

In response to the Staff’s comment, the Company has revised the disclosure throughout, including on pages 1, 3, 95, 113, 114, 121, 124, 127, 128, 129,
131, 138 and 139 of the Registration Statement. The Company has also clarified that ADG20’s potent neutralization has been demonstrated in non-clinical studies.

2.
 We reissue comment 2 to the extent that replacing “rapid” with “near term” on pages 4
and 5 did not provide the clarification we requested in our comment.

 In response to the Staff’s comment, the Company has
revised the disclosure throughout, including on pages 4, 5, 114, 115, 116, 124, 132, 134 and 135 of the Registration Statement.

 * * * *

 Please direct any questions or further comments concerning the Registration Statement or this response letter to either the undersigned at (212) 479-6474, Ryan Sansom of Cooley LLP at (617) 937-2335 or Courtney Tygesson of Cooley LLP at (312) 881-6680.

 Cooley LLP 55 Hudson Yards
New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275
cooley.com

 July 16, 2021

  Page
 3

 Sincerely,

/s/ Divakar Gupta

 Divakar Gupta

cc:
 Tillman U. Gerngross, Ph.D., Adagio Therapeutics, Inc.

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Roshni Banker Cariello, Davis Polk & Wardwell LLP

 Cooley LLP 55 Hudson Yards
New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275
cooley.com

United States securities and exchange commission logo
July 8, 2021
Tillman U. Gerngross, Ph.D.
Chief Executive Officer
Adagio Therapeutics, Inc.
303 Wyman Street, Suite 300
Waltham, MA 02451
Re:Adagio Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 28, 2021
CIK No. 0001832038
Dear Dr. Gerngross:
            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.  Unless we note otherwise, our references to prior comments are to comments in our
June 16, 2021 letter.
Amendment No. 1 to Draft Registration Statement
Prospectus Summary, page 1
1.We reissue prior comment 1 to the extent you continue to characterize ADG20 as having
demonstrated an ability to "potently neutralize" SARS-CoV-2.
2.We reissue comment 2 to the extent that replacing "rapid" with "near term" on pages 4 and
5 did not provide the clarification we requested in our comment.

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 July 8, 2021 Page 2
 FirstName LastName
Tillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
July 8, 2021
Page 2
            You may contact Tara Harkins at (202) 551-3639 or Al Pavot at (202) 551-3738 if you
have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Irene Paik at (202) 551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Divakar Gupta

United States securities and exchange commission logo
June 16, 2021
Tillman U. Gerngross, Ph.D.
Chief Executive Officer
Adagio Therapeutics, Inc.
303 Wyman Street, Suite 300
Waltham, MA 02451
Re:Adagio Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted May 21, 2021
CIK No. 0001832038
Dear Dr. Gerngross:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 21, 2021
Prospectus Summary
Overview, page 1
1.We note your disclosure on page 1 that "ADG20 has demonstrated an ability to potently
neutralize SARS-CoV-2," that "[p]otent neutralization has translated into the ability to
conveniently deliver ADG20 as a single . . .  injection," that "[i]nterim data has
demonstrated safety [and] tolerability."  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 your
Business section, you may present clinical trial endpoints and objective data resulting
from trials without concluding efficacy and you may state that your product candidates

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 June 16, 2021 Page 2
 FirstName LastNameTillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
June 16, 2021
Page 2
have been well tolerated, if accurate.  Please revise these and similar statements here and
throughout the document that profess or imply safety or efficacy.
ADG20: Our Solution for the Treatment and Prevention of COVID-19, page 3
2.We note your disclosure on page 4 that your STAMP trial is "a combined Phase 2/3
clinical trial designed to provide a rapid path to authorization, marketing approval and
commercial launch" and on page 5 that your strategy is to "rapidly complete development
and obtain global approval for...ADG20."  Please replace your use of the terms "rapid"
and "rapidly" with specific disclosure regarding the development or regulatory approval
process that you believe will abbreviate your path towards commercialization.  In this
regard, we note your disclosure on pages 19 and 20 that clinical testing is expensive and
can take many years to complete, and its outcome is inherently uncertain and depends on
numerous factors.
Risk Factors
Risks Related to the Manufacturing of our Product Candidates, page 32
3.In the risk factor on page 34, you discuss your relationship with WuXi, a CDMO in
China.  In the next risk factor on page 36, you disclose your reliance on a sole supplier of
the purification resins and cell culture media and a Chinese CDMO, without identifying
those companies.  Revise to clarify if you are referring to WuXi, and if not, name the
other entity or entities.  We note the discussion of WuXi on page 136 and elsewhere in the
prospectus.  Refer to Item 101(h)(4)(v) of Regulation S-K.
Risks Related to This Offering, Ownership of Our Common Stock and Our Status as a Public
Company, page 72
4.Please revise the exclusive forum risk factor beginning on page 78 to disclose that there is
also a risk that your forum selection provisions may result in increased costs for investors
to bring a claim.
Market and Industry Data, page 84
5.You state here regarding third party research relied upon or cited in your document that
"the sources of such data cannot guarantee the accuracy or completeness of such
information" and "while we are not aware of any misstatements regarding the third-party
information and we believe that each of these studies and publications is reliable," the
risks cited in the prospectus and "other factors could cause results to differ materially from
those expressed in the estimates made by third parties."  These statements may imply an
inappropriate disclaimer of responsibility with respect to the third party information and
your own research.  Please either delete these statements or specifically state that you are
liable for the disclosure in your document.

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 June 16, 2021 Page 3
 FirstName LastNameTillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
June 16, 2021
Page 3
Business, page 112
6.Revise the graphics throughout this section so the fonts are large enough to be legible.
We note in particular the graphics on pages 124 and 129.
Preclinical Data, page 125
7.We note the table on page 126 that depicts the potency and neutralizing activity of
ADG20 and what appear to be other products in development.  Please confirm whether the
rows below ADG20 depict other products in development and disclose how these specific
products were chosen to compare against ADG20.
Manufacturing Strategy, page 136
8.Please expand your discussion of the WuXi cell license agreement to disclose the royalty
rate or a reasonable range not exceeding 10 percentage points, the royalty term, and the
amount required to buy out your royalty obligations.
Licenses, Collaborations and Partnerships, page 137
9.Revise your disclosure of the agreements with Adimab to more specifically disclose the
fees payable to them, which are currently described as in the "low six-digit' and "low
seven-digit" dollar amounts.  Please also disclose the total payments made to date.
Principal Stockholders, page 181
10.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by entities
affiliated with GV.  Refer to Item 403 of Regulation S-K.
Exhibits
11.Please file as exhibits to the registration statement the employment or consulting
agreements with each of your named executive officers.  Refer to Item 601(b)(10)(iii) of
Regulation S-K.
General
12.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

 FirstName LastNameTillman U. Gerngross, Ph.D.
 Comapany NameAdagio Therapeutics, Inc.
 June 16, 2021 Page 4
 FirstName LastName
Tillman U. Gerngross, Ph.D.
Adagio Therapeutics, Inc.
June 16, 2021
Page 4
            You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at 202-551-6902 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Divakar Gupta