SecProbe.io

CORRESP
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 May 21, 2025     United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Surrozen, Inc. Registration Statement on Form S-3 File No. 333-287434   Ladies and Gentlemen: Surrozen, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 23, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Jonie I. Kondracki of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Jonie I. Kondracki of Cooley LLP, counsel to the Registrant, at (415) 693-2174. Very truly yours, SURROZEN, INC. By: /s/ Charles Williams Name: Charles Williams Title: Chief Financial Officer, Chief Operating Officer and Corporate Secretary cc: Jonie I. Kondracki, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Craig Parker
President and Chief Executive Officer
Surrozen, Inc.
171 Oyster Point Blvd., Suite 400
South San Francisco, CA 94080

 Re: Surrozen, Inc.
 Registration Statement on Form S-3
 Filed May 20, 2025
 File No. 333-287434
Dear Craig Parker:

 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 Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jonie I. Kondracki
</TEXT>
</DOCUMENT>

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 April 29, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   RE: Surrozen, Inc. Registration Statement on Form S-3 File No. 333-286703 Ladies and Gentlemen: Surrozen, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 1, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Jonie I. Kondracki of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Jonie I. Kondracki of Cooley LLP, counsel to the Registrant, at (415) 693-2174.   Very truly yours, SURROZEN, INC.

 By:
 /s/ Charles Williams

 Name:
 Charles Williams

 Title:
 Chief Financial Officer, Chief Operating Officer and Corporate Secretary

       cc: Jonie I. Kondracki, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Craig Parker
Chief Executive Officer
Surrozen, Inc.
171 Oyster Point Blvd., Suite 400
South San Francisco, CA 94080

 Re: Surrozen, Inc.
 Registration Statement on Form S-3
 Filed April 23, 2025
 File No. 333-286703
Dear Craig Parker:

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

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

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jonie I. Kondracki, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

  April 23, 2024

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  RE:	Surrozen, Inc.
Registration Statement on Form S-3
File No. 333-278800

  Ladies and Gentlemen:

  Surrozen, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on April 25, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

  Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

  Very truly yours,

  SURROZEN, INC.

    By:

    /s/ Charles Williams

    Name:

    Charles Williams

    Title:

    Chief Financial Officer, Chief Operating Officer and Corporate Secretary

  cc:	John T. McKenna, Cooley LLP

United States securities and exchange commission logo
April 23, 2024
Craig Parker
President and Chief Executive Officer
Surrozen, Inc.
171 Oyster Point Blvd., Suite 400
South San Francisco, CA 94080
Re:Surrozen, Inc.
Registration Statement on Form S-3
Filed April 18, 2024
File No. 333-278800
Dear Craig Parker:
            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:       John T. McKenna

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CORRESP

 SURROZEN, INC.

171 Oyster Point Blvd., Suite 400

South San Francisco, California 94080

December 15, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:    Daniel Crawford

RE:
 Surrozen, Inc.

 Registration Statement on Form S-3

 File No. 333-268745

Acceleration Request

 Requested
Date:    December 19, 2022

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

Ladies and Gentlemen:

 Surrozen, Inc. (the
“Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form
S-3 to become effective on December 19, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes each of John T. McKenna and Nicolas L. Francis of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to
the Registrant, at (650) 843-5059, or in his absence, Nicolas L. Francis at (415) 693-2205.

[Signature Page Follows]

Very truly yours,

SURROZEN, INC.

By:

 /s/ Charles Williams

Name:

Charles Williams

Title:

Chief Financial Officer

cc:
 John T. McKenna

Nicolas L. Francis

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

United States securities and exchange commission logo
December 15, 2022
Craig Parker
President and Chief Executive Officer
Surrozen, Inc./DE
171 Oyster Point Blvd, Suite 400
South San Francisco, California 94080
Re:Surrozen, Inc./DE
Registration Statement on Form S-3
Filed December 9, 2022
File No. 333-268745
Dear Craig Parker:
            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:       John T. McKenna, Esq.

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CORRESP

 SURROZEN, INC.

171 Oyster Point Blvd., Suite 400

South San Francisco, California 94080

April 1, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tyler Howes

RE:
 Surrozen, Inc.

Registration Statement on Form S-1

File No. 333-263923

Acceleration Request

 Requested Date:
    April 5, 2022

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

Ladies and Gentlemen:

 Surrozen, Inc. (the
“Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form
S-1 to become effective on April 5, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff of
the Commission. The Registrant hereby authorizes each of John T. McKenna and Nicolas L. Francis of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to
the Registrant, at (650) 843-5059, or in his absence, Nicolas L. Francis at (415) 693-2205.

[Signature Page Follows]

Very truly yours,

SURROZEN, INC.

By:

 /s/ Charles Williams

Name:

Charles Williams

Title:

Chief Financial Officer

cc:
 John T. McKenna

Nicolas L. Francis

 [Company
Signature Page to Acceleration Request]

United States securities and exchange commission logo
April 1, 2022
Craig Parker
President and Chief Executive Officer
Surrozen, Inc.
171 Oyster Point Blvd, Suite 400
South San Francisco, CA 94080
Re:Surrozen, Inc.
Registration Statement on Form S-1
Filed March 29, 2022
File No. 333-263923
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John T. McKenna, Esq.

CORRESP
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CORRESP

 SURROZEN, INC.

171 Oyster Point Blvd, Suite 400

South San Francisco, CA 94080

 November 8,
2021

 Securities and Exchange Commission

 Office of Finance

 Division of Corporation Finance

 100 F. Street N.E.

Washington, D.C. 20549-3010

Attention:        Jessica Ansart

RE:    Surrozen, Inc.

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

File No. 333-259496

Ladies and Gentlemen:

 Surrozen, Inc. (the
“Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Amendment No. 1 to Registration Statement on Form S-1 to become effective on Tuesday, November 9, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the
staff of the Commission. The Registrant hereby authorizes Michael Tenta of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Michael Tenta of Cooley LLP, counsel to the Registrant, at
(650) 843-5636.

 [Signature Page Follows]

Very truly yours,

SURROZEN, INC.

By:

 /s/ Craig Parker

Name:

Craig Parker

Title:

President and Chief Executive Officer

 cc:    Michael Tenta, Cooley LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

United States securities and exchange commission logo
September 27, 2021
Sheela Mohan-Peterson
Vice President, Legal
Surrozen, Inc./DE
171 Oyster Point Blvd, Suite 300
South San Francisco, CA 94080
Re:Surrozen, Inc./DE
Registration Statement on Form S-1
Filed September 13, 2021
File No. 333-259496
Dear Ms. Mohan-Peterson:
            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 Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Tenta

CORRESP
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CORRESP

 Consonance-HFW Acquisition Corp.

1 Palmer Square,

 Suite
305, Princeton, NJ 08540

 July 13, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

David Gessert

Joe McCann

Travis McKoy

Angela Connell

 Re: Consonance-HFW Acquisition Corp.

Registration Statement on Form S-4 (the “Registration Statement”)

File No. 333-256146

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Consonance-HFW Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00
p.m., Eastern Time, on July 15, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

Please contact Yasin Akbari, of Goodwin Procter LLP, counsel to the Company, at (617) 570-1013, as soon as the
registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Gad Soffer

Gad Soffer

Chief Executive Officer

CORRESP
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Response Letter

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 June 24, 2021

 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

Attention:      David Gessert

Joe McCann

 Tracey McKoy

Angela Connell

Re:
 Consonance-HFW Acquisition Corp.

Registration Statement on Form S-4

Filed May 14, 2021

File No. 333-256146

Dear Mr. Gessert,

 This letter is being
submitted on behalf of Consonance-HFW Acquisition Corp. (the “Company”) in response to the comment 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-4 filed on May 14, 2021 (the “Registration
Statement”), as set forth in your letter dated June 15, 2021 (the “Comment Letter”). In response to the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 1 to
Registration Statement (the “Amended Registration Statement”) via EDGAR concurrently with this response letter. For the Staff’s reference, we are providing to the Staff by electronic mail both a clean copy of the Amended
Registration Statement and a copy marked to show all changes to the Registration Statement.

 For reference purposes, the text of the
Comment Letter has been reproduced in italics herein with a response immediately following the comment. Page references herein correspond to the pages of the Registration Statement.

Registration Statement on Form S-4 filed on May 14, 2021

Cover Page

1.
 Please revise to disclose the trading price of shares of
Consonance-HFW Acquisition Corp.’s common stock immediately before the announcement of the business combination and as of the latest most practicable date.

 Division of Corporation Finance

June 24, 2021

  Page
 2

 Response: In response to the Staff’s comment, the Company has revised the cover
page of the Registration Statement.

 Summary of the Proxy Statement/Prospectus

Governing Documents Proposals, page 28

2.
 With reference to Rule 14a-4(a)(3), please identify clearly and
impartially each separate matter intended to be acted upon. For instance, and without limitation, we note the changes in authorized capital and the removal of stockholder action by written consent. For additional guidance, please refer to the
interpretations available at:
https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3.htm.

 Response: In response to the Staff’s comment, the Company has reconsidered the application of Rule 14a-4(a)(3) and Question 101.02 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a-4(a)(3) Generally) (“Question 101.02”) as they
pertain to the provisions of the Proposed Governing Documents. Following such reconsideration and consistent with the guidance provided under Question 101.02, the Company has determined that (1) the change in authorized share capital of the
Company, (2) the grant of authority to the New Surrozen Board to issue shares of New Surrozen Preferred Stock in one or more classes or series and (3) the removal of the ability of New Surrozen stockholders to take action by written
consent in lieu of a meeting should be unbundled as each constitutes a new provision on which the Company’s shareholders could reasonably be expected to wish to express a view separate from their views on the approval of the Domestication.

To address this, the Company has added new Governing Documents Proposals A, B and C in the Registration Statement, which are separate from the
broader New Governing Documents Proposal D and which contemplate, respectively, (1) the change in authorized share capital of the Company, (2) the grant of authority to the New Surrozen Board to issue shares of New Surrozen Preferred Stock
in one or more classes or series and (3) the removal of the ability of New Surrozen stockholders to take action by written consent in lieu of a meeting. Meanwhile, Governing Document Proposal D authorizes the amendment and restatement of the
Existing Governing Documents more broadly, including (1) the change of the post-Business Combination corporate name from “Consonance-HFW Acquisition Corp.” to “Surrozen, Inc.” (which
is expected to occur upon the consummation of the Domestication), (2) the perpetual corporate existence of New Surrozen, (3) the adoption of Delaware as the exclusive forum for certain stockholder litigation and federal district courts of the
United States of America as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended and (4) the removal of certain provisions related to the Company’s status as a blank check company that will no longer be
applicable upon consummation of the Business Combination, as well as any immaterial changes necessary or, as mutually agreed in good faith by CHFW and Surrozen, desirable in connection with the replacement of Existing Governing Documents with the
Proposed Certificate of Incorporation and Proposed Bylaws as part of the Company’s domestication.

 Division of Corporation Finance

June 24, 2021

  Page
 3

 The Company respectfully submits that it does not believe that the elements of new Governing
Documents Proposal D should be unbundled under Rule 14a-4(a)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company has considered Rule
14a-4(a)(3) and guidance issued by the Staff with respect thereto, and as it does not believe that the elements of Governing Documents Proposal D represent “separate matters” required to be presented
in separate proposals. The provisions under Governing Documents Proposal D are inextricably linked components of the establishment of a perpetually existing Delaware corporation governed by the DGCL in the place of a limited existence, blank check
Cayman Islands company governed by the Cayman Islands Companies Act.

 The purpose of the unbundling rule of Rule 14a-4(a)(3), as expressed in Exchange Act Release No. 31326 (October 16, 1992), is to permit stockholders to communicate their views on each of the matters put to a vote, and to not be compelled to approve
parts of packaged matters they might not approve if presented independently. As discussed above, the Company believes that the elements of Governing Documents Proposal D comprise a unitary matter, which are all related to the Company’s
domestication and subsequent existence as a Delaware corporation under the DGCL.

 For these reasons, the Company believes that the
individual components of the Governing Documents Proposal D should not be considered separately.

 Further, the Company respectfully advises
the Staff that the Company has revised the Registration Statement to include the New Organizational Documents Proposal, and has distinguished this from the Governing Documents Proposal by clarifying that the various Governing Documents proposals are
non-binding, advisory proposals. The Company respectfully advises the Staff that the New Organizational Documents Proposal is required as a matter of Cayman Islands law to adopt a new certificate of incorporation and bylaws for New Surrozen. The
Governing Documents Proposals are non-binding, advisory resolutions designed to highlight material differences between the existing and proposed governing documents for CHFW shareholders in compliance with SEC guidance.

Interests of CHFW Directors and Executive Officers in the Business Combination, page 37

3.
 Please expand your disclosure here to quantify the aggregate dollar amount and describe the nature of what
the CHFW sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due,
out-of-pocket expenses and other items for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers
and directors, if material. Further, please clarify if the CHFW sponsor and its affiliates can earn a positive rate of return on their investment, even if other CHFW shareholders experience a negative rate of return in the post-business combination
company. Please also highlight this information in your Questions and Answers and/or Summary discussion.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 40, 110, 111, 173 and 174 of the
Registration Statement.

 Division of Corporation Finance

June 24, 2021

  Page
 4

 Business Combination Proposal

Background to the Business Combination, page 151

4.
 Please expand your disclosure on page 153 to describe how Surrozen was identified as a target and by whom,
and how the negotiations were started with it and by whom.

 Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 163 of the Registration Statement.

5.
 Please revise the disclosure on page 155 to disclose the post-money valuation of Surrozen in its most recent
round of financing and the date of that financing.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 164 of the Registration Statement.

6.
 Please revise to explain the bases that management used to determine that the nine identified companies in
the table were the most comparable to Surrozen. Discuss all material criteria and assumptions.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 164 of the Registration Statement.

7.
 We note your disclosure in the sixth bullet on page 157 that the CHFW board considered a financial and
valuation analysis in its evaluation of the proposed business combination. Please revise to indicate whether this is the same analysis that management presented to the Board on February 18, 2021. To the extent that this is a different or
updated analysis, then please revise to present such analysis.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 164 and 165 of the Registration Statement.

8.
 With reference to your disclosure on page 156 concerning Surrozen’s pending IPO process, please revise
here or elsewhere, as appropriate, to discuss how and why Surrozen became interested in a SPAC merger as opposed to a more traditional IPO transaction. Where appropriate, please also disclose the material risks to unaffiliated investors presented by
taking the company public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a
registration statement.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 164 and 166 of the Registration Statement.

 Division of Corporation Finance

June 24, 2021

  Page
 5

9.
 With reference to the March 18, 2021 entry, please identify the Lead Investor and discuss any reasons
this investor provided to support a reduced valuation.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 167 of the Registration Statement to identify the Lead Investor. The Company respectfully advises the Staff that the Lead Investor did not provide any reasons to support a reduced valuation.

Certain Material U.S. Federal Income Tax Considerations, page 193

10.
 Please revise to include a tax opinion covering the material tax consequences of the redomestication and
redemption. With reference to your disclosure on page 198 concerning your likely status as a PFIC, please revise so that the disclosure/opinion concerning the tax consequences is not “subject to the PFIC rules” which are discussed
elsewhere in the prospectus. For guidance concerning assumptions and opinions subject to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise the Q&A and Summary sections accordingly.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 14, 15, 127, 128 and 205 of the
Registration Statement and included a tax opinion from the Company’s counsel as Exhibit 5.2 to the Registration Statement.

 Unaudited Pro Forma
Condensed Combined Financial Information

 Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 214

11.
 You indicate in pro forma adjustment (d) that the warrants issued in the PIPE Financing are expected to
be equity classified under ASC 815-40 after considering, amongst other factors, the post-combination company will have a single class equity structure. You also disclose on page 32 that the warrants issued in
the PIPE Financing have substantially the same provisions as the private warrants issued in connection with your initial public offering. Please provide us with an analysis supporting your determination that the PIPE Warrants meet the requirements
for equity classification under ASC 815-40. In this regard, please clarify whether the warrants issued in the PIPE Financing contain a provision similar to the private warrants issued in your IPO that provides
for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant.

Response: The Company refers the Staff to page 34 of section “Summary of the Proxy Statement/ Prospectus – PIPE
Financing,” which states, in part, “The PIPE Warrants have substantially the same provisions as the warrants issued in connection with CHFW’s initial public offering.” The warrants issued in connection with CHFW’s initial
public offering refer to the public warrants, as defined in the Proxy Statement/ Prospectus filing, and not the private placement warrants, as defined in the Proxy

 Division of Corporation Finance

June 24, 2021

  Page
 6

Statement/ Prospectus filing, which were issued simultaneously with, but separately from, CHFW’s initial public offering. In response to the Staff’s comment, the Company has revised the
disclosure on pages 34, 142, 252, F-20 and F-39 of the Registration Statement to emphasize that the “PIPE Warrants have substantially the same provisions as the
public warrants issued in connection with CHFW’s initial public offering.”

 Information About Surrozen, page 240

12.
 Please disclose Surrozen’s plan for using the proceeds obtained through the merger and PIPE financings.
In particular, please discuss the funding plan for each of the two lead candidates.

 Response: In response to
the Staff’s comment, the Company has revised the disclosure on page 18 of the Registration Statement.

 Our Strategy, page 247

13.
 The disclosure on page 247 indicates that Surrozen has a leadership position as a pioneer in Wnt pathway
modulation and you seek to further your leading position in developing Wnt signaling pathway modulators. Please expand your disclosure to describe the basis and provide support for these statements. Similarly, please revise the disclosure on page 30
to clarify how the CHFW Board concluded that this is an industry leading platform.

 Response: In response to
the Staff’s comment, the Company has revised the disclosure on page 170 of the Registration Statement.

 Intellectual Property—Licensing
Arrangements, page 265

14.
 Please address the following:

•

 With respect to the Stanford License Agreements, revise to provide the royalty term, the expected expiration
of the patents licensed thereunder;

•

 With respect to the UCSF License and Option Agreements, revise to identify your product candidate(s) or
programs dependent on the UCSF license and provide the expected royalty term if the option is exercised and quantify the aggregate potential milestone payments; and

•

 With respect to the Distributed Bio Subscription agreement, revise to identify your product candidate(s) and
or research program(s) dependent on the agreement. Additionally, disclose

United States securities and exchange commission logo
June 15, 2021
Gad Soffer
Chief Executive Officer
Consonance-HFW Acquisition Corp.
Palmer Square, Suite 305
Princeton, NJ 08540
Re:Consonance-HFW Acquisition Corp.
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-256146
Dear Mr. Soffer:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise to disclose the trading price of shares of Consonance-HFW Acquisition
Corp.'s common stock immediately before the announcement of the business combination
and as of the latest most practicable date.
Summary of the Proxy Statement/Prospectus
Governing Documents Proposals, page 28
2.With reference to Rule 14a-4(a)(3), please identify clearly and impartially each separate
matter intended to be acted upon. For instance, and without limitation, we note the
changes in authorized capital and the removal of stockholder action by written consent.
For additional guidance, please refer to the interpretations available at:

 FirstName LastNameGad Soffer
 Comapany NameConsonance-HFW Acquisition Corp.
 June 15, 2021 Page 2
 FirstName LastName
Gad Soffer
Consonance-HFW Acquisition Corp.
June 15, 2021
Page 2
https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3.htm.
Interests of CHFW Directors and Executive Officers in the Business Combination, page 37
3.Please expand your disclosure here to quantify the aggregate dollar amount and describe
the nature of what the CHFW sponsor and its affiliates have at risk that depends on
completion of a business combination.  Include the current value of securities held, loans
extended, fees due, out-of-pocket expenses and other items for which the sponsor and its
affiliates are awaiting reimbursement.  Provide similar disclosure for the company’s
officers and directors, if material.  Further, please clarify if the CHFW sponsor and its
affiliates can earn a positive rate of return on their investment, even if other CHFW
shareholders experience a negative rate of return in the post-business combination
company.  Please also highlight this information in your Questions and Answers and/or
Summary discussion.
Business Combination Proposal
Background to the Business Combination, page 151
4.Please expand your disclosure on page 153 to describe how Surrozen was identified as a
target and by whom, and how the negotiations were started with it and by whom.
5.Please revise the disclosure on page 155 to disclose the post-money valuation of Surrozen
in its most recent round of financing and the date of that financing.
6.Please revise to explain the bases that management used to determine that the nine
identified companies in the table were the most comparable to Surrozen.  Discuss all
material criteria and assumptions.
7.We note your disclosure in the sixth bullet on page 157 that the CHFW board considered a
financial and valuation analysis in its evaluation of the proposed business combination.
Please revise to indicate whether this is the same analysis that management presented to
the Board on February 18, 2021.  To the extent that this is a different or updated analysis,
then please revise to present such analysis.
8.With reference to your disclosure on page 156 concerning Surrozen's pending IPO
process, please revise here or elsewhere, as appropriate, to discuss how and why Surrozen
became interested in a SPAC merger as opposed to a more traditional IPO transaction.
Where appropriate, please also disclose the material risks to unaffiliated investors
presented by taking the company public through a merger rather than an underwritten
offering. These risks could include the absence of due diligence conducted by an
underwriter that would be subject to liability for any material misstatements or omissions
in a registration statement.
9.With reference to the March 18, 2021 entry, please identify the Lead Investor and discuss
any reasons this investor provided to support a reduced valuation.

 FirstName LastNameGad Soffer
 Comapany NameConsonance-HFW Acquisition Corp.
 June 15, 2021 Page 3
 FirstName LastName
Gad Soffer
Consonance-HFW Acquisition Corp.
June 15, 2021
Page 3
Certain Material U.S. Federal Income Tax Considerations, page 193
10.Please revise to include a tax opinion covering the material tax consequences of the
redomestication and redemption.  With reference to your disclosure on page 198
concerning your likely status as a PFIC, please revise so that the disclosure/opinion
concerning the tax consequences is not "subject to the PFIC rules" which are discussed
elsewhere in the prospectus.  For guidance concerning assumptions and opinions subject
to uncertainty, please refer to Staff Legal Bulletin No. 19.  Revise the Q&A and
Summary sections accordingly.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 214
11.You indicate in pro forma adjustment (d) that the warrants issued in the PIPE Financing
are expected to be equity classified under ASC 815-40 after considering, amongst other
factors, the post-combination company will have a single class equity structure.  You also
disclose on page 32 that the warrants issued in the PIPE Financing have substantially the
same provisions as the private warrants issued in connection with your initial public
offering. Please provide us with an analysis supporting your determination that the PIPE
Warrants meet the requirements for equity classification under ASC 815-40.  In this
regard, please clarify whether the warrants issued in the PIPE Financing contain a
provision similar to the private warrants issued in your IPO that provides for potential
changes to the settlement amounts dependent upon the characteristics of the holder of the
warrant.
Information About Surrozen, page 240
12.Please disclose Surrozen's plan for using the proceeds obtained through the merger and
PIPE financings.  In particular, please discuss the funding plan for each of the two lead
candidates.
Our Strategy, page 247
13.The disclosure on page 247 indicates that Surrozen has a leadership position as a pioneer
in Wnt pathway modulation and you seek to further your leading position in developing
Wnt signaling pathway modulators.  Please expand your disclosure to describe the basis
and provide support for these statements.  Similarly, please revise the disclosure on page
30 to clarify how the CHFW Board concluded that this is an industry leading platform.
Intellectual Property—Licensing Arrangements, page 265
14.Please address the following:
•With respect to the Stanford License Agreements, revise to provide the royalty term,
the expected expiration of the patents licensed thereunder;
•With respect to the UCSF License and Option Agreements, revise to identify your

 FirstName LastNameGad Soffer
 Comapany NameConsonance-HFW Acquisition Corp.
 June 15, 2021 Page 4
 FirstName LastName
Gad Soffer
Consonance-HFW Acquisition Corp.
June 15, 2021
Page 4
product candidate(s) or programs dependent on the UCSF license and provide the
expected royalty term if the option is exercised and quantify the aggregate potential
milestone payments; and
•With respect to the Distributed Bio Subscription agreement, revise to identify your
product candidate(s) and or research program(s) dependent on the agreement.
Additionally, disclose the subscription term and quantify the annual fee.
SWAP Platform Technology, page 268
15.We note your disclosure that you solely own or exclusively license twelve patent families
related to your SWAP platform.  Please revise to provide the applicable jurisdiction for
each of your remaining pending patent applications for your SWAP platform, aside from
the six patent families that are described.
Surrozen's Executive Compensation
Employment Arrangements, page 300
16.Please confirm that you will file the employment agreements or offer letters with each of
your named executive officers.
Beneficial Ownership of Securities, page 319
17.With reference to footnotes 5 and 10, please identify the natural person(s) with voting
and/or dispositive control over the shares.
            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.
            You may contact Tracey McKoy at 202-551-3772 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jacqueline Mercier

CORRESP
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November 16, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

 Re: Consonance-HFW Acquisition Corp.

Registration Statement on Form S-1

Filed October 9, 2020, as amended

File No. 333-249394

Dear Mr. Kelly:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters,
hereby join in the request of Consonance-HFW Acquisition Corp. (the “Company”) that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on November 18,
2020, or as soon thereafter as practicable, unless the Company or its outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that they intend to distribute approximately 250 copies of the Preliminary Prospectus dated
November 12, 2020 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    as Representative of the Several
    Underwriters

    By:
    /s/ Goksu Yolac

    Name:
    Goksu Yolac

    Title:
    Managing Director

[Signature
Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
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Consonance-HFW Acquisition Corp.

1 Palmer Square,

Suite 305, Princeton, NJ 08540

November 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
    Consonance-HFW Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-249394

    Requested Date:

    November 18, 2020

    Requested Time:

    4:00 p.m. Eastern Standard Time

Dear Mr. Kelly:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Consonance-HFW Acquisition Corp. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to November 18, 2020, 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 Jocelyn Arel at (617) 570-1067. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jocelyn Arel, by email at jarel@goodwinlaw.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this
request, please contact Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    Consonance-HFW Acquisition Corp.

    /s/ Gad Soffer

    Gad Soffer

    Chief Executive Officer

    cc:
    Jocelyn Arel, Esq., Goodwin Procter LLP

Daniel Espinoza, Esq., Goodwin Procter LLP

CORRESP
1
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                                                                                                     Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

October 27, 2020

VIA EDGAR

Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

 Re: Consonance-HFW Acquisition Corp.
 Amendment No. 2
to Registration Statement on Form S-1
 Filed October 26, 2020

File No. 333-249394

Dear Mr. Kelly,

This letter is being submitted on
behalf of Consonance-HFW Acquisition Corp. (the “Company”) in response to the comment of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
 “Commission”) with respect to the Company’s Amendment No. 2, filed on October 26, 2020, to
Registration Statement on Form S-1 filed on October 9, 2020 (the “Registration Statement”), as set forth
in your letter dated October 26, 2020 (the “Comment Letter”). In response to the Comment Letter, the
Company has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement (the
 “Amended Registration Statement”) via EDGAR concurrently with this response letter. For the Staff’s
reference, we are providing to the Staff by electronic mail both a clean copy of the Amended Registration Statement and a
copy marked to show all changes from Amendment No. 2 to the Registration Statement.

For reference purposes, the text of the
Comment Letter has been reproduced in italics herein with a response immediately following the comment. Page references herein
correspond to the pages of the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1 filed
October 26, 2020

Exhibit 5.2, page 1

 1. Please revise to remove the "solely" language in the last paragraph. Purchasers of the securities in the offering
are entitled to rely on the opinion expressed. For guidance you may wish to refer to Section II.B.3.a. of Staff Legal Bulletin
No. 19 (CF).

Response: The Company respectfully acknowledges
the Staff’s comment and has revised Exhibit 5.2 of the Amended Registration Statement to remove the above-referenced language
in the last paragraph thereof.

Division of Corporation Finance

 October 27, 2020

Page 2

* * *

If you have any questions or would like
further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact Jocelyn Arel
at (617) 570-1067 or JArel@goodwinlaw.com.

    Sincerely,

    /s/
    Jocelyn Arel

    Jocelyn
    Arel

cc: Erin M. Purnell, Senior Counsel

 Securities and Exchange Commission

 Gad Soffer

 Consonance-HFW Acquisition Corp.

CORRESP
1
filename1.htm

October 27, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
    Consonance-HFW Acquisition Corp.

    Registration Statement on Form S-1

    Filed October 9, 2020, as amended

    File No. 333-249394

Dear Mr. Kelly:

The undersigned, for themselves and
the several underwriters in the proposed public offering of Consonance-HFW Acquisition Corp., hereby respectfully withdraws its
request for acceleration of the effectiveness of the above-referenced Registration Statement set forth in its letter dated October 26,
2020.

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    as Representative of the Several Underwriters

    By:
    /s/ Goksu Yolac

    Name:  Goksu Yolac

    Title:  Managing Director

[Signature Page to Underwriters’ Withdrawal
Letter]

CORRESP
1
filename1.htm

Consonance-HFW Acquisition Corp.

1 Palmer Square,

Suite 305, Princeton, NJ 08540

October 27, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
     Consonance-HFW Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-249394

Dear Mr. Kelly:

Reference is made to our letter, filed as
correspondence via EDGAR on October 26, 2020, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement to October 28, 2020, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of
1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby
formally withdraw our request for acceleration of the effective date to October 28, 2020.

[Remainder of page left intentionally blank]

If you have any questions regarding this
request, please contact Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    Consonance-HFW Acquisition Corp.

    /s/ Gad Soffer

    Gad Soffer

    Chief Executive Officer

    cc:
    Jocelyn Arel, Esq., Goodwin Procter LLP

Daniel Espinoza, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
October 26, 2020
Gad Soffer
Chief Executive Officer
Consonance-HFW Acquisition Corp.
1 Palmer Square, Suite 305
Princeton, NJ 08540
Re:Consonance-HFW Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 26, 2020
File No. 333-249394
Dear Mr. Soffer:
            We have reviewed your amended registration statement and have the following
comment.  In our comment we may ask you to provide us information so that we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe that our comment applies to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to the comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed October 26, 2020
Exhibit 5.2, page 1
1.Please revise to remove the "solely" language in the last paragraph.  Purchasers of the
securities in the offering are entitled to rely on the opinion expressed.  For guidance you
may wish to refer to Section II.B.3.a. of Staff Legal Bulletin No. 19 (CF).

 FirstName LastNameGad Soffer
 Comapany NameConsonance-HFW Acquisition Corp.
 October 26, 2020 Page 2
 FirstName LastName
Gad Soffer
Consonance-HFW Acquisition Corp.
October 26, 2020
Page 2
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Erin M. Purnell,
Senior Counsel, at (202) 551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

October 26, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

 Re: Consonance-HFW Acquisition Corp.

Registration Statement on Form S-1

Filed October 9, 2020, as amended

File No. 333-249394

Dear Mr. Kelly:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters,
hereby join in the request of Consonance-HFW Acquisition Corp. (the “Company”) that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on October 28,
2020, or as soon thereafter as practicable, unless the Company or its outside counsel, Goodwin Procter LLP, request by telephone
that such Registration Statement be declared effective at some other time.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that they intend to distribute approximately 250 copies of the Preliminary Prospectus dated
October 26, 2020 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    as Representative of the Several
    Underwriters

    By:
    /s/ Goksu Yolac

    Name:
    Goksu Yolac

    Title:
    Managing Director

[Signature
Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

Consonance-HFW Acquisition Corp.

1 Palmer Square,

Suite 305, Princeton, NJ 08540

October 26, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
    Consonance-HFW Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-249394

    Requested Date:

    October 28, 2020

    Requested Time:

    4:00 p.m. Eastern Standard Time

Dear Mr. Kelly:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Consonance-HFW Acquisition Corp. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to October 28, 2020, 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 Jocelyn Arel at (617) 570-1067. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jocelyn Arel, by email at jarel@goodwinlaw.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this
request, please contact Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    Consonance-HFW Acquisition Corp.

    /s/ Gad Soffer

    Gad Soffer

    Chief Executive Officer

    cc:
    Jocelyn Arel, Esq., Goodwin Procter LLP

Daniel Espinoza, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

October 26, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
    Consonance-HFW Acquisition Corp.

    Registration Statement on Form S-1

    Filed October 9, 2020, as amended

    File No. 333-249394

Dear Mr. Kelly:

The undersigned, for themselves and
the several underwriters in the proposed public offering of Consonance-HFW Acquisition Corp., hereby respectfully withdraws its
request for acceleration of the effectiveness of the above-referenced Registration Statement set forth in its letter dated October 23,
2020.

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    as Representative of the Several Underwriters

    By:
    /s/ Goksu Yolac

    Name:  Goksu Yolac

    Title:  Managing Director

[Signature Page to Underwriters’ Withdrawal
Letter]

CORRESP
1
filename1.htm

Consonance-HFW Acquisition Corp.

1 Palmer Square,

Suite 305, Princeton, NJ 08540

October 26, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

    Re:
     Consonance-HFW Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-249394

Dear Mr. Kelly:

Reference is made to our letter, filed as
correspondence via EDGAR on October 23, 2020, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement to October 27, 2020, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of
1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby
formally withdraw our request for acceleration of the effective date to October 27, 2020.

[Remainder of page left intentionally blank]

If you have any questions regarding this
request, please contact Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    Consonance-HFW Acquisition Corp.

    /s/ Gad Soffer

    Gad Soffer

    Chief Executive Officer

    cc:
    Jocelyn Arel, Esq., Goodwin Procter LLP

Daniel Espinoza, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

October 23, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Edward Kelly

Re: Consonance-HFW Acquisition Corp.

Registration Statement on Form S-1

Filed October 9, 2020, as amended

File No. 333-249394

Dear Mr. Kelly:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby
join in the request of Consonance-HFW Acquisition Corp. (the “Company”) that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on October 27, 2020,
or as soon thereafter as practicable, unless the Company or its outside counsel, Goodwin Procter LLP, request by telephone that
such Registration Statement be declared effective at some other time.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advise that they intend to distribute approximately 250 copies of the Preliminary Prospectus dated October
26, 2020 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC
    as Representative of the Several Underwriters

    By:
    /s/
    Goksu Yolac

    Name:  Goksu Yolac

    Title:  Managing Director

[Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

Consonance-HFW Acquisition Corp.

1 Palmer Square,

Suite 305, Princeton, NJ 08540

October 23, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edward Kelly

    Re:
    Consonance-HFW Acquisition Corp.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-249394

Dear Mr. Kelly:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Consonance-HFW Acquisition Corp. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to October 27, 2020, 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 Jocelyn Arel at (617) 570-1067. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jocelyn Arel, by email at jarel@goodwinlaw.com.

If you have any questions regarding this
request, please contact Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    Consonance-HFW Acquisition Corp.

    /s/ Gad Soffer

    Gad Soffer

    Chief Executive Officer

 cc: Jocelyn Arel, Goodwin Procter LLP

Jacqueline Mercier, Goodwin Procter LLP

Dan Espinoza, Goodwin Procter LLP