SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Abraham N. Ceesay
Chief Executive Officer
Rapport Therapeutics, Inc.
99 High Street, Suite 2100
Boston, MA 02110

 Re: Rapport Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed July 1, 2025
 File No. 333-288444
Dear Abraham N. Ceesay:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephanie A. Richards
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR
 July 7, 2025 United States Securities and Exchange
Commission Office of Life Sciences Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Rapport Therapeutics, Inc.
 Acceleration Request for Registration Statement on Form S-3
 Filed July 1, 2025
 File No. 333-288445
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Rapport Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration
Statement ”) be accelerated to July 9, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Stephanie A.
Richards at (617) 570-1927. If you have any questions regarding this request, please contact Stephanie A. Richards of Goodwin Procter LLP at (617) 570-1927.

 Sincerely,

 RAPPORT THERAPEUTICS, INC.

 /s/ Abraham N. Ceesay

 Abraham N. Ceesay

 Chief Executive Officer

 cc:
 Troy Ignelzi, Rapport Therapeutics, Inc.
 Kingsley L. Taft, Goodwin Procter LLP
 Stephanie A. Richards, Goodwin Procter LLP

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR
 July 7, 2025 United States Securities and Exchange
Commission Office of Life Sciences Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Rapport Therapeutics, Inc.
 Acceleration Request for Registration Statement on Form S-3
 Filed July 1, 2025
 File No. 333-288444
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Rapport Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration
Statement ”) be accelerated to July 9, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Stephanie A.
Richards at (617) 570-1927. If you have any questions regarding this request, please contact Stephanie A. Richards of Goodwin Procter LLP at (617) 570-1927.

 Sincerely,

 RAPPORT THERAPEUTICS, INC.

 /s/ Abraham N. Ceesay

 Abraham N. Ceesay

 Chief Executive Officer

 cc:
 Troy Ignelzi, Rapport Therapeutics, Inc.
 Kingsley L. Taft, Goodwin Procter LLP
 Stephanie A. Richards, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Abraham N. Ceesay
Chief Executive Officer
Rapport Therapeutics, Inc.
99 High Street, Suite 2100
Boston, MA 02110

 Re: Rapport Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed July 1, 2025
 File No. 333-288445
Dear Abraham N. Ceesay:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephanie A. Richards
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 VIA EDGAR

June 4, 2024

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Tamika Sheppard, Joe McCann, Daniel Gordon and Jenn Do

Re:
 Rapport Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-279486

Dear Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Rapport Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 6, 2024 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective
at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Justin S.
Platt at (212) 459-7340.

 If you have any questions regarding this request, please contact Justin
S. Platt of Goodwin Procter LLP at (212) 459 7340.

 Sincerely,

RAPPORT THERAPEUTICS, INC.

 /s/ Troy
Ignelzi    

 Troy Ignelzi

 Chief
Financial Officer

cc:
 Abraham N. Ceesay, Rapport Therapeutics, Inc.

Kingsley L. Taft, Goodwin Procter LLP

Stephanie A. Richards, Goodwin Procter LLP

Justin S. Platt, Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 June 4, 2024

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Tamika Sheppard, Joe McCann, Daniel Gordon and Jenn Do

Re:
 Rapport Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-279486

Acceleration Request

Requested Date: June 6, 2024

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 “Act”), we, as representatives of the several underwriters, hereby join in the request of Rapport Therapeutics, Inc. (the “Company”) for acceleration of the
effective time of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on June 6, 2024, or at such later time as the Company or its outside counsel, Goodwin Procter LLP, may request via telephone
call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

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

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

TD SECURITIES (USA) LLC

STIFEL, NICOLAUS & COMPANY, INCORPORATED

As representatives of the underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Dan Parisi

Name:

Dan Parisi

Title:

Managing Director

JEFFERIES LLC

By:

 /s/ Charles Glazer

Name:

Charles Glazer

Title:

Managing Director

TD SECURITIES (USA) LLC

By:

 /s/ Bill Follis

Name:

Bill Follis

Title:

Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Kenneth Clausman

Name:

Kenneth Clausman

Title:

Managing Director

CORRESP
1
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CORRESP

 Goodwin Procter LLP

100 Northern Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 June 3, 2024

VIA EDGAR AND FEDERAL EXPRESS

 Division of
Corporation Finance

 Office of Life Sciences

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attention: Tamika Sheppard, Joe McCann,
Daniel Gordon and Jenn Do

Re:
 Rapport Therapeutics, Inc.

 
 Registration Statement on Form S-1

 
 Filed May 17, 2024

 
 File No. 333-279486

Dear Ladies and Gentlemen:

 This letter is
submitted on behalf of Rapport Therapeutics, Inc. (the “Company”), in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on May 17, 2024 (the “Registration Statement”), as set forth in the Staff’s
letter, dated May 24, 2024, addressed to Troy Ignelzi (the “Comment Letter”). The Company is concurrently publicly filing the Amendment No. 1 to the Registration Statement on Form
S-1 (the “Amendment No. 1”).

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

 Risks Associated With Our Business, page 7

1.   We note your revised disclosure at the bottom of page 29 in response to prior comment 1. Please add a new Summary risk factor bullet point
that highlights this specific risk.

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 June 3, 2024

  Page
 2

 RESPONSE: The Company acknowledges the Staff’s comment and has revised its disclosure on
page 7 of Amendment No. 1 in response to the Staff’s comment.

 [Signature Page Follows]

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 June 3, 2024

  Page
 3

 If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1222.

Sincerely,

 /s/ Kingsley L. Taft

Kingsley L. Taft, Esq.

cc:
 Abraham N. Ceesay, Rapport Therapeutics, Inc.

Troy Ignelzi, Rapport Therapeutics, Inc.

Stephanie A. Richards, Goodwin Procter LLP

Justin S. Platt, Goodwin Procter LLP

Richard Segal, Cooley LLP

Divakar Gupta, Cooley LLP

Darah Protas, Cooley LLP

CORRESP
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CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 May 29, 2024

 FOIA
CONFIDENTIAL TREATMENT REQUESTED

 The entity requesting confidential treatment is

Rapport Therapeutics, Inc.

 1325 Boylston Street, Suite 401

Boston, MA 02215

 Telephone: (857)
321-8020

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tamika Sheppard, Joe McCann,
Daniel Gordon and Jenn Do

 RE: Rapport Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-279486

CIK No. 0002012593

 Rule 83 Confidential
Treatment Request by Rapport Therapeutics, Inc.

 Dear Ladies and Gentlemen:

On behalf of Rapport Therapeutics, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated April 24, 2024 (the “Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally
confidentially submitted to the Commission on March 27, 2024, and subsequently publicly filed by the Company with the Commission on May 17, 2024 (File No. 333-279486) (the “Registration
Statement”), we submit this supplemental letter to address comment 5 of the Comment Letter.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 May 29, 2024

  Page
 2

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

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

Prior to the effectiveness of the Registration Statement, the Company intends to implement a reverse stock split of its common stock (the “Stock
Split”). The Company expects to reflect the Stock Split in a pre-effective amendment to the Registration Statement that includes the actual price range. For purposes of this letter, we have presented all
dollar and per share amounts without giving effect to the Stock Split to be consistent with the current presentation in the Registration Statement.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83
promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to Abraham N. Ceesay and Troy I. Ignelzi before it permits any disclosure of the bracketed information in this letter.

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

5.
 We note the determination of fair value information provided on page 108. Noting from page F-38 the option grants made in January-March 2024, once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and
the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its
determination of the fair value of the Company’s common stock, par value $0.001 per share (“Common Stock”), underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its Common Stock
and the estimated offering price for its initial public offering (“IPO”).

 2

FOIA CONFIDENTIAL TREATMENT REQUESTED BY RAPPORT THERAPEUTICS, INC.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 May 29, 2024

  Page
 3

 Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Common Stock to date, the estimated fair value of its Common Stock has been determined by the Company’s board
of directors (the “Board”) as of the date of each equity award, with input from management, considering the Company’s most recently available third-party valuations of its Common Stock, and the Board’s assessment of additional
objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Subsequent to the Board-approved third-party valuations, the fair values of the
Common Stock as of the date of certain equity awards were adjusted in connection with a retrospective fair value assessment for accounting purposes, as described below. These retrospective third-party valuations were performed in accordance with the
guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”).

Valuation Methodologies

 As disclosed in the
Registration Statement, the Company’s enterprise value valuations were prepared using either an option pricing method (“OPM”) market-adjusted back-solve approach based on a recent arms-length transaction, or the probability-weighted
expected return method (“PWERM”), with an IPO scenario and either a sale scenario or a continued operation scenario. The Company’s enterprise value in the IPO scenario was based on guideline IPO transactions identified within the last
one to three years, which was adjusted by a risk-adjusted discount rate. The Company’s enterprise value for the continued operation scenario was based on an OPM market-adjusted back-solve method. The estimated enterprise value was then
allocated to Common Stock using a current value method (“CVM”) for the IPO scenario. Under the CVM, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the convertible preferred
stock liquidation preferences at the time of the liquidity event. A discount for lack of marketability (“DLOM”) of the common stock is then applied to arrive at an indication of value for the common stock. The OPM and a calibration
analysis were used for the continued operation scenario. The OPM treats common stock and convertible preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation
among the various holders of a company’s securities changes. The calibration analysis is an approach that considers the changes in the market and the company’s operations since the latest round of equity financing and adjusts the
previously derived equity value for those changes.

 3

FOIA CONFIDENTIAL TREATMENT REQUESTED BY RAPPORT THERAPEUTICS, INC.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 May 29, 2024

  Page
 4

 Board-Approved Third-Party Valuations

The Company’s most recent third-party valuations of its Common Stock utilized by the Board in determining exercise prices at the time of each equity award
were as follows:

 Date of Third-Party Valuation

Date of Board
Approval

Estimated Fair Market
Value of Common
Stock per Share

 August 31, 2023

December 6, 2023

$
0.21

 December 31, 2023

February 7, 2024

$
0.52

 February 26, 2024

March 25, 2024

$
1.12

 March 31, 2024

May 7, 2024

$
1.35

Equity Awards Between December 6, 2023 and May 7, 2024

The following table summarizes by grant date the number of shares subject to awards granted between December 6, 2023 and May 7, 2024, the per share
exercise price of the awards and the fair value of Common Stock underlying the awards on each grant date:

 Grant Date

Type of Award

Number of Shares
Subject to Award

Per Share Exercise
Price or Purchase
Price of Award

Per Share Fair Value
of Common Stock
on Grant Date

Per Share Estimated
Fair Value of Award
on Grant Date(1)

 12/06/2023

Option

11,595,429

$
0.21

$
0.74
(2)

$
0.67

 12/06/2023

Option

195,000

$
0.21

$
0.74
(3)

$
0.71
(4)

 01/13/2024

Option

300,000

$
0.21

$
0.74
(5)

$
0.67

 02/07/2024

Option

1,130,000

$
0.52

$
1.12
(6)

$
0.95

 03/25/2024

Option

9,677,077

$
1.12

$
1.35
(7)

$
1.06

 03/25/2024

Option

35,000

$
1.12

$
1.35
(8)

$
1.22
(4)

 05/07/2024

Option

790,000

$
1.35

$
1.35

$
1.06

(1)
 The per share estimated fair value of options reflects the fair value of options granted on each grant date
determined using the Black-Scholes option-pricing model.

(2)
 At the time of the option grant to employees on December 6, 2023, the Board determined that the fair value
of the Common Stock of $0.21 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date of this grant was adjusted in connection with a retrospective fair value
assessment for accounting purposes.

(3)
 At the time of the option grant to consultants on December 6, 2023, the Board determined that the fair
value of the Common Stock of $0.21 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date of this grant was adjusted in connection with a retrospective fair
value assessment for accounting purposes.

 4

FOIA CONFIDENTIAL TREATMENT REQUESTED BY RAPPORT THERAPEUTICS, INC.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 May 29, 2024

  Page
 5

(4)
 The Black-Scholes estimated fair value resulted in a different fair value for these grants as compared to the
grants on the same date above because these grants were made to consultants, which requires the use of different assumptions.

(5)
 At the time of the option grant to a member of the Board on January 13, 2024, the Board determined that
the fair value of the Common Stock of $0.21 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date of this grant was adjusted in connection with a
retrospective fair value assessment for accounting purposes.

(6)
 At the time of the option grant to employees on February 7, 2024, the Board determined that the fair value
of the Common Stock of $0.52 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date of this grant was adjusted in connection with a retrospective fair value
assessment for accounting purposes.

(7)
 At the time of the option grant to employees on March 25, 2024, the Board determined that the fair value
of the Common Stock of $1.12 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date of this grant was adjusted in connection with a retrospective fair value
assessment for accounting purposes.

(8)
 At the time of the option grant to consultants on March 25, 2024, the Board determined that the fair value
of the Common Stock of $1.12 per share reasonably reflected the fair value of the Common Stock as of the grant date. However, the fair value of the Common Stock as of the date as of the date of this grant was adjusted in connection with a
retrospective fair value assessment for accounting purposes.

 December 6, 2023 and January 13, 2024 Equity Awards

 The fair value of the Common Stock of $0.21 per share at August 31, 2023 was determined with the assistance of an independent third-party
valuation firm and approved by the Board on December 6, 2023. This valuation was used to support the fair market value of the Common Stock in accordance with Section 409A of the Internal Revenue Service’s Internal Revenue Code (the
“IRC”) with respect to options granted on December 6, 2023 and January 13, 2024, along with other factors determined by the Board to be relevant at the time of each such grant of options. This valuation utilized the hybrid
method, which included considerations of immediate liquidation scenario and continued operations scenario. The valuation assigned a [***]% probability weight to the immediate liquidation scenario and a [***]% probability weigh to the continued
operations scenario. A [***]% DLOM of the Common Stock was then applied to arrive at an indication of value for the Common Stock.

 The fair value of the
Common Stock as of December 6, 2023 and January 13, 2024 was subsequently adjusted to $0.74 per share, in connection with a retrospective fair value valuation for financial reporting purposes prepared as of December 31, 2023. In
particular, the retrospective valuation determined the Company’s enterprise value using the hybrid method, which included a PWERM, with an IPO scenario and a sale scenario. The Company’s enterprise value in the IPO scenario was based on
guideline IPO transactions identified within the last one to three years, which was adjusted by a risk-adjusted discount rate. The IPO scenario also assumed an estimated

 5

FOIA CONFIDENTIAL TREATMENT REQUESTED BY RAPPORT THERAPEUTICS, INC.

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 May 29, 2024

  Page
 6

timeline for the IPO to occur. The valuation assigned a [***]% probability to the IPO scenario. The Company’s enterprise value for the sale scenario was based on an OPM market-adjusted
back-solve method based on the $1.67727 price per share paid by new and existing investors in the closing of the Company’s Series B convertible preferred stock in August 2023. The market adjustment applied to the equity value considered the
performance of guideline public companies and the biotech indices since the most recent sale of the Company’s convertible preferred stock through the valuation date. The valuation assigned a [***]% probability to the sale scenario. A [***]% and
[***]% DLOM of the Common Stock was then applied to the IPO scenario and sale scenario, respectively, to arrive at an indication of value for the Common Stock.

February 7, 2024 Equity Awards

 The fair
value of the Common Stock of $0.52 per share at December 31, 2023 was determined with the assistance of an independent third-party valuation firm and approved by the Board on February 7, 2024. This valuation was used to support the fair
market value of the Common Stock in accordance with Section 409A of the IRC with respect to options granted on February 7, 2024, along with other factors determined by the Board to be relevant at the time of each such grant of options.
This valuation utilized the hybrid method, which included considerations of an IPO exit, immedia

United States securities and exchange commission logo
May 24, 2024
Troy Ignelzi
Chief Financial Officer
Rapport Therapeutics, Inc.
1325 Boylston Street, Suite 401
Boston, MA 02215
Re:Rapport Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 17, 2024
File No. 333-279486
Dear Troy Ignelzi:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1 filed May 17, 2024
Risks Associated With Our Business, page 7
1.We note your revised disclosure at the bottom of page 29 in response to prior comment 1.
Please add a new Summary risk factor bullet point that highlights this specific risk.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameTroy Ignelzi
 Comapany NameRapport Therapeutics, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Troy Ignelzi
Rapport Therapeutics, Inc.
May 24, 2024
Page 2
            Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Justin Platt

CORRESP
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CORRESP

 Goodwin Procter

 100 Northern Avenue

Boston, Massachusetts 02210

 goodwinlaw.com

+1 617 570 1000

 May 17, 2024

Division of Corporation Finance

 Office of Life Sciences

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

 Attention: Tamika Sheppard, Joe
McCann, Daniel Gordon and Jenn Do

Re:
 Rapport Therapeutics, Inc.

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

 
 Submitted April 29, 2024

 
 CIK No. 0002012593

Dear Ladies and Gentlemen:

 This letter is
confidentially submitted on behalf of Rapport Therapeutics, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission with respect to the Company’s Draft Registration Statement on Form S-1 originally confidentially submitted on March 27, 2024 and resubmitted on April 29, 2024 (the “Draft
Registration Statement”), as set forth in your letter dated May 13, 2024 addressed to Troy Ignelzi, Chief Financial Officer of the Company (the “Comment Letter”). The Company is concurrently publicly filing the
Registration Statement on Form S-1 (the “Registration Statement”), which includes changes that reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the
responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 May 17, 2024

  Page
 2

 Introduction to RAP-219, page 4

1.
 We note your revised disclosure on page 5 and elsewhere in response to prior comment 1. With reference to
the second full sentence on page 5, and with a view to clarified disclosure, please tell us whether there is preclinical data demonstrating that RAP-219 has minimal or no expression in the cerebellum,
brainstem and other brain areas that are critical for normal brain functions. In this regard, we note that the preclinical study presented on page 121 appears to have been conducted using a molecule that is not
RAP-219.

 RESPONSE: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 5 and 119. The Company respectfully directs the Staff to the preclinical study discussed on pages 126-128 detailing the relevant
preclinical studies. As disclosed, preclinical studies have demonstrated that (i) TARPg8 expression is enriched in the hippocampus, amygdala, cerebral cortex and striatum and TARPg8 has minimal or no expression in certain other areas that are critical for normal brain functions, including the cerebellum and brainstem; and (ii) RAP-219 and
other TARPg8 NAMs selectively bind in a similar mode to a pocket between GluA and TARPg8. As TARPg8 has minimal or
no expression in the cerebellum, brainstem and certain other brain areas critical for normal brain functions, TARPg8 NAMs, including RAP-219, do not bind to AMPARs
in these brain regions. With respect to the last sentence of the Staff’s comment 1, the Company respectfully directs the Staff to its response to comment 2 below and related revisions on pages 126-128 regarding use of molecules other than RAP-219 in preclinical studies.

 RAP-219 Preclinical Studies, page 121

2.
 We note your revised disclosure in response to prior comment 7. Please revise to explain whether these other
TARPy8 NAMS are third-party molecules or proprietary ones and why preclinical testing was conducted on these molecules and not on RAP-219. To the extent that any of the preclinical data presented relates to RAP-482, please identify the preclinical study and revise the disclosure on page 19 to discuss the reason(s) why RAP-482 received a full clinical hold from the FDA.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the
disclosure on pages 126-128. The Company respectfully directs the Staff to the disclosure on page 127, identifying third-party structural analyses that have indicated that all TARPg8 AMPAR NAMs bind in a
similar mode. The shared binding site and similar observed pharmacological effects lead the Company to believe that preclinical generated data using these earlier generation TARPg8 NAMs and third-party
published data generated using other TARPg8 NAMs are also supportive of RAP-219. The Company believes that it is an accepted scientific practice to reference
preclinical data generated using other molecules of the same class. For example, the Company continued to conduct preclinical research using RTX-1738, a TARPg8 NAM licensed to the Company from Janssen
under the same patent as RAP-219, once RAP-219 was advanced into the clinic because companies typically stop preclinical research with clinical-stage molecules. The preclinical data described in the Registration Statement generated with TARPg8 NAMs of the same class as RAP-219 has informed the Company’s continued advancement of RAP-219, and the Company believes these data are important for an investor’s understanding of the product
candidate. In consideration of the Staff’s comment, the Company further advises the Staff that it has added language in the Risk Factors disclosure on page 29 to address the potential risk of relying on earlier generation and third-party TARPy8
NAMs. In addition, the Company confirms that none of the preclinical data presented in the Registration Statement used RAP-482.

[Signature Page Follows]

 2

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 May 17, 2024

  Page
 3

 If you should have any questions concerning the enclosed matters, please contact the
undersigned at (617) 570-1222.

Sincerely,

 /s/ Kingsley L. Taft

Kingsley L. Taft, Esq.

cc:

 Abraham N. Ceesay, Rapport Therapeutics, Inc.

 Troy Ignelzi, Rapport Therapeutics, Inc.

 Stephanie A. Richards, Goodwin Procter LLP

 Justin S. Platt, Goodwin Procter LLP

 Richard Segal, Cooley LLP

 Divakar Gupta, Cooley LLP

 Darah Protas, Cooley LLP

 3

United States securities and exchange commission logo
May 13, 2024
Troy Ignelzi
Chief Financial Officer
Rapport Therapeutics, Inc.
1325 Boylston Street, Suite 401
Boston, MA 02215
Re:Rapport Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 29, 2024
CIK No. 0002012593
Dear Troy Ignelzi:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 24, 2024 letter.
Amendment No. 1 to Draft Registration Statement submitted April 29, 2024
Introduction to RAP-219, page 4
1.We note your revised disclosure on page 5 and elsewhere in response to prior comment
1. With reference to the second full sentence on page 5, and with a view to clarified
disclosure, please tell us whether there is preclinical data demonstrating that RAP-219 has
minimal or no expression in the cerebellum, brainstem and other brain areas that are
critical for normal brain functions. In this regard, we note that the preclinical study
presented on page 121 appears to have been conducted using a molecule that is not RAP-
219.

 FirstName LastNameTroy Ignelzi
 Comapany NameRapport Therapeutics, Inc.
 May 13, 2024 Page 2
 FirstName LastName
Troy Ignelzi
Rapport Therapeutics, Inc.
May 13, 2024
Page 2
RAP-219 Preclinical Studies, page 121
2.We note your revised disclosure in response to prior comment 7. Please revise to explain
whether these other TARPy8 NAMS are third-party molecules or proprietary ones and
why preclinical testing was conducted on these molecules and not on RAP-219.  To the
extent that any of the preclinical data presented relates to RAP-482, please identify the
preclinical study and revise the disclosure on page 19 to discuss the reason(s) why RAP-
482 received a full clinical hold from the FDA.
            Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Justin Platt

United States securities and exchange commission logo
April 24, 2024
Troy Ignelzi
Chief Financial Officer
Rapport Therapeutics, Inc.
1325 Boylston Street, Suite 401
Boston, MA 02215
Re:Rapport Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted March 27, 2024
CIK No. 0002012593
Dear Troy Ignelzi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Draft Registration Statement on Form S-1 submitted March 27, 2024
Introduction to RAP-219, page 4
1.We refer to your disclosures on pages 5 and 114 stating that RAP-219 binds to TARPy8
and that RAP-219 actions are restricted to specific regions of the central nervous system.
With reference to your disclosure on page 128, it is not clear that you have clinical data to
support such definitive claims.  Please revise or advise.
Our Pipeline, page 4
2.Please revise the text below the table to clarify that the Phase 1 trials were administered to
healthy adults. In this regard, the existing disclosure suggests that the Phase 1 trials were
conducted on patients who exhibited the indications identified in the table.
The successful development of pharmaceutical products..., page 19
3.We note your disclosure concerning RAP-482. With a view to disclosure, please tell us

 FirstName LastNameTroy Ignelzi
 Comapany NameRapport Therapeutics, Inc.
 April 24, 2024 Page 2
 FirstName LastName
Troy Ignelzi
Rapport Therapeutics, Inc.
April 24, 2024
Page 2
whether RAP-482 was your lead product candidate prior to the clinical hold and whether
you had devoted material resources to its development. Also, revise to discuss, as
applicable, where in the development process you were (e.g., Phase 1) when FDA
instituted the clinical hold.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
90
Results of Operations, page 97
4.We note from page 98 that most of your direct external program expenses are attributed to
RAP-219. Considering the three indications for which RAP-219 is being developed from
the pipeline on page 4, please tell us what consideration you have given to disclosing
RAP-219 research and development costs by indication or therapeutic area.
Critical Accounting Policies and Estimates, page 104
Stock-Based Compensation, page 105
5.We note the determination of fair value information provided on page 108. Noting from
page F-38 the option grants made in January-March 2024, once you have an estimated
offering price or range, please explain to us how you determined the fair value of the
common stock underlying your equity issuances and the reasons for any differences
between the recent valuations of your common stock leading up to the initial public
offering and the estimated offering price.
Introduction to RAP-219, page 114
6.We note your disclosure on page 114 referencing your “targeted therapeutic exposures.”
Please disclose these targets here or elsewhere in the Business section, or advise.
RAP-219 Preclinical Studies, page 121
7.We note that your disclosure on page 121 presents a pre-clinical trial involving a drug that
is identified as “a RAP-219 analog.” Please disclose your basis for identifying this drug as
an analog. Please provide similar disclosures on pages 122 and 126 where you present
trials involving other RAP-219 analogs.
Clinical Development Plan of RAP-219 in Focal Epilepsy, page 128
8.Please revise to clarify whether you have established the LE endpoint or whether this
remains pending. With reference to your disclosure concerning spike rate and spectral
power, please indicate whether any secondary endpoints have been established.
9.With reference to your risk factor disclosure on page 29, please revise to indicate whether
you have sought or will seek input from FDA staff regarding the RNS proof-of-concept
protocol and the establishment of your endpoint(s).

 FirstName LastNameTroy Ignelzi
 Comapany NameRapport Therapeutics, Inc.
 April 24, 2024 Page 3
 FirstName LastName
Troy Ignelzi
Rapport Therapeutics, Inc.
April 24, 2024
Page 3
Executive Compensation, page 171
Outstanding Equty Awards at 2023 Fiscal Year End , page 174
10.We note the option exercise prices listed as $0.21 per share had vesting commencement
dates of August 7, 2023 and November 1, 2023. Please explain why this table
apparently does not include the options granted on December 6, 2023 shown from the
table on page 107, if the exercise price of those options was also $0.21 per share.
Conversely, please explain why the table on page 107 does not appear to include the
options as listed in the table hereunder.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kingsley Taft