SecProbe.io

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 VIA EDGAR
 December 8, 2025 United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549
 Attention: Jimmy McNamara Re: Tango Therapeutics, Inc.
 Acceleration Request for Registration Statement on Form S-3
 File No. 333-291683
 Dear Mr. McNamara, Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “ Act ”), Tango Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration
Statement ”) be accelerated to December 10, 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 Sarah Ashfaq at (212) 459-7238. If you have any questions regarding this request, please contact Sarah Ashfaq of Goodwin Procter LLP at (212) 459-7238.

 Sincerely,

 TANGO THERAPEUTICS, INC.

 /s/ Barbara Weber

 Barbara Weber

 Chief Executive Officer and President

 cc:
 Daniella Beckman, Tango Therapeutics, Inc.
 Julie Fogarty, Tango Therapeutics, Inc.
 Mitchell S. Bloom, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Barbara Weber, M.D.
President and Chief Executive Officer
Tango Therapeutics, Inc.
201 Brookline Avenue, Suite 901
Boston, MA 02215

 Re: Tango Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287202
Dear Barbara Weber M.D.:

 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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marishka DeToy, Esq.
</TEXT>
</DOCUMENT>

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 VIA EDGAR
 May 19, 2025 United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549
 Attention: Tim Buchmiller Re: Tango Therapeutics, Inc.
 Acceleration Request for Registration Statement on Form S-3
 File No. 333-287202
 Dear Mr. Buchmiller, Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “ Act ”), Tango Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be
accelerated to May 21, 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 Marishka DeToy at (617) 570-1926.
 If you have any questions regarding this request, please contact Marishka DeToy of Goodwin Procter LLP at (617)
 570-1926.

 Sincerely,

 TANGO THERAPEUTICS, INC.

 /s/ Barbara Weber

 Barbara Weber

 Chief Executive Officer and President

 cc:
 Daniella Beckman, Tango Therapeutics, Inc.
 Douglas Barry, Tango Therapeutics, Inc.
 Marishka DeToy, Esq., Goodwin Procter LLP

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 VIA EDGAR

September 7, 2023

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Alan Campbell

 Re: Tango Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-3

File No. 333-274298

Dear Mr. Campbell,

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Tango Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to September 11, 2023, 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 William Collins at (617) 570-1447.

If you have any questions regarding this request, please contact William Collins of Goodwin Procter LLP at (617)
570-1447.

Sincerely,

TANGO THERAPEUTICS, INC.

/s/ Daniella Beckman

Daniella Beckman

Chief Financial Officer

 cc: Barbara Weber, MD, Tango Therapeutics, Inc.

Douglas Barry, Tango Therapeutics, Inc.

 William Collins,
Esq., Goodwin Procter LLP

United States securities and exchange commission logo
September 7, 2023
Barbara Weber, M.D.
President and Chief Executive Officer
Tango Therapeutics, Inc.
201 Brookline Avenue, Suite 901
Boston, MA 02215
Re:Tango Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 1, 2023
File No. 333-274298
Dear Barbara Weber:
            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:       William D. Collins, Esq.

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 VIA EDGAR

September 8, 2022

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jordan Nimitz

Re:
 Tango Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-267224

Dear Ms. Nimitz,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Tango Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to September 12, 2022, 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 William Collins at (617) 570-1447.

If you have any questions regarding this request, please contact William Collins of Goodwin Procter LLP at (617)
570-1447.

Sincerely,

TANGO THERAPEUTICS, INC.

 /s/ Barbara Weber

Barbara Weber

Chief Executive Officer and President

cc:
 Daniella Beckman, Tango Therapeutics, Inc.

Douglas Barry, Tango Therapeutics, Inc.

William Collins, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
September 7, 2022
Barbara Weber
President and Chief Executive Officer
Tango Therapeutics, Inc.
201 Brookline Avenue, Suite 901
Boston, MA 02215
Re:Tango Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 1, 2022
File No. 333-267224
Dear Dr. Weber:
            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 Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 TANGO THERAPEUTICS, INC.

100 Binney St, Suite 700

Cambridge, MA 02142

 VIA EDGAR

September 27, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attention: Tim Buchmiller

Re:
 Tango Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

Filed September 10, 2021

File No. 333-259448

Dear Mr. Buchmiller:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Tango Therapeutics, Inc. hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 29, 2021,
at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling William Collins at (617) 570-1447. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: William Collins, by email to WCollins@goodwinlaw.com or by facsimile to (617) 321-4422.

If you have any questions regarding this request, please contact William Collins of Goodwin Procter LLP at (617)
570-1447.

Sincerely,

TANGO THERAPEUTICS, INC.

 /s/ Barbara Weber

Barbara Weber

President and Chief Executive Officer

cc:
 Daniella Beckman, Tango Therapeutics, Inc.

Mitchell S. Bloom, Goodwin Procter LLP

 William D.
Collins, Goodwin Procter LLP

United States securities and exchange commission logo
September 17, 2021
Barbara Weber, M.D.
President and Chief Executive Officer
Tango Therapeutics, Inc.
100 Binney St., Suite 700
Cambridge, MA 02142
Re:Tango Therapeutics, Inc.
Registration Statement on Form S-1
Filed September 10, 2021
File No. 333-259448
Dear Dr. Weber:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Bloom, Esq.

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BCTG Acquisition Corp.

12860 El Camino Real, Suite 300

San Diego, CA 92130

(858) 400-3120

July 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik and Christine Westbrook

    Re:
    BCTG Acquisition Corp.

    Registration Statement on Form S-4

    Filed April 20, 2021, as amended

    Registration No. 333-255354

Dear Ms. Paik and Ms. Westbrook:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
registrant BCTG Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that
it will become effective at 4:00 p.m. ET on Friday, July 16, 2021, or as soon as practicable thereafter.

    Very truly yours,

    BCTG ACQUISITION CORP.

    /s/ Aaron I. Davis

    Aaron I. Davis

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

    Mitchell Nussbaum

    Giovanni Caruso

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    345
    Park Avenue

    New
    York, NY 10154-1895

    Main

    Fax

    212.407.4000

    212.407.4990

    www.loeb.com

July
2, 2021

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Irene
    Paik

Christine
Westbrook

    Re:
    BCTG
    Acquisition Corp.

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

Filed
June 17, 2021

File
No. 333-255354

Dear
Ms. Paik and Ms. Westbrook:

On
behalf of BCTG Acquisition Corp. (the “Company”), we are hereby responding to the letter dated June 30, 2021
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange
Commission, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4, File No. 333-255354 (“Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company
is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) with the Commission
today.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-4 Parties to

the Business Combination

Tango, page 16

1. We
                                            note your response to prior comment 5 and your statement that in vitro and in vivo
preclinical data for USP1 “demonstrated potent anti-tumor activity and suggests this molecule will have the potential to be effective
as a single agent in PARP-naive and PARP-resistant cancers with a BRCA1 mutation.” Please revise this disclosure and similar statements
that imply that your product candidates are effective or are likely to be approved. You may present objective data resulting from your
preclinical testing without concluding efficacy.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 16 and 195 of the Amended Registration
Statement.

Page
2

Proposal
1 - The Business Combination Proposal

Background of the Business Combination, page 114

2. We
                                            note your revisions in response to comment 12 and re-issue in part. Please identify the members
                                            of BCTG management who met with the independent subcommittee on February 18 and February
                                            22.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 116 of the Amended Registration
Statement.

Information
About Tango, page 194

3. We
                                            note your revisions to the pipeline table in response to our prior comment 19 and re- issue
                                            in part. Please separate the Phase I and Phase II columns in the pipeline tables on pages
                                            17 and 196 or tell us the basis for your belief that you will be able to conduct Phase I/II
                                            trials for all your product candidates. In addition, please explain what is involved in “lead-optimization”
                                            and why you believe this is a separate and distinct development phase, as opposed to part
                                            of discovery and/or IND-enabling studies, or revise.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 17 and 196 of the Amended
Registration Statement. In addition, the Company respectfully advises the Staff of the following: Lead optimization is the stage of
drug discovery at which sufficient progress has been made to have lead series molecules in hand that have adequate pharmacokinetic
properties to be tested in animals, with demonstrated in vivo target engagement and in vivo efficacy in a mouse tumor
model that recapitulates the genetics of the intended patient population as closely as possible.  In this phase the path to a
development candidate has a defined set of activities and a predictable timeline, with the goal of optimizing the pharmacological
(“drug-like”) properties of the molecule.  Once a development candidate is selected, IND-enabling studies with that
molecule can begin, with the goal of determining whether the product candidate has a safety profile that supports human clinical
trials. These are two distinct phases of drug development with very different goals, activities and endpoints.

Comparison
of Corporate Governance and Stockholder Rights Choice

of Forum, page 277

4. We
                                            note your revisions in response to prior comment 9. Please also revise the “Exclusive
                                            forum for certain lawsuits” section on page 270 to refer to BCTG’s current charter and
                                            the “Choice of Forum” section on page 277 to describe the forum selection provision
                                            in the Proposed Bylaws.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided corrected disclosure on page 270 of the Amended Registration Statement
and additional disclosure on page 277 of the Amended Registration Statement.

Please
call me at (212) 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/
    Giovanni Caruso

    Giovanni
    Caruso

    Partner

United States securities and exchange commission logo
June 30, 2021
Aaron I. Davis
Chief Executive Officer
BCTG Acquisition Corp.
12860 El Camino Real, Suite 300
San Diego, CA 92130
Re:BCTG Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 17, 2021
File No. 333-255354
Dear Mr. Davis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
Parties to the Business Combination
Tango, page 16
1.We note your response to prior comment 5 and your statement that in vitro and in
vivo preclinical data for USP1 "demonstrated potent anti-tumor activity and suggests this
molecule will have the potential to be effective as a single agent in PARP-naive and
PARP-resistant cancers with a BRCA1 mutation." Please revise this disclosure and similar
statements that imply that your product candidates are effective or are likely to be
approved. You may present objective data resulting from your preclinical testing without
concluding efficacy.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 June 30, 2021 Page 2
 FirstName LastName
Aaron I. Davis
BCTG Acquisition Corp.
June 30, 2021
Page 2
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 114
2.We note your revisions in response to comment 12 and re-issue in part.  Please identify
the members of BCTG management who met with the independent subcommittee on
February 18 and February 22.
Information About Tango, page 194
3.We note your revisions to the pipeline table in response to our prior comment 19 and re-
issue in part.  Please separate the Phase I and Phase II columns in the pipeline tables on
pages 17 and 196 or tell us the basis for your belief that you will be able to conduct Phase
I/II trials for all your product candidates.  In addition, please explain what is involved in
"lead-optimization" and why you believe this is a separate and distinct development
phase, as opposed to part of discovery and/or IND-enabling studies, or revise.
Comparison of Corporate Governance and Stockholder Rights
Choice of Forum, page 277
4.We note your revisions in response to prior comment 9.  Please also revise the "Exclusive
forum for certain lawsuits" section on page 270 to refer to BCTG's current charter and the
"Choice of Forum" section on page 277 to describe the forum selection provision in the
Proposed Bylaws.
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at 202-551-6553 or Christine Westbrook at 202-551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso - Loeb & Loeb LLP

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  345 Park Avenue

New York, NY 10154-1895

  Main

                         Fax

  212.407.4000

                         212.407.4990

  www.loeb.com

June 17, 2021

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

 Attn: Irene Paik

Christine Westbrook

 Re: BCTG
Acquisition Corp.

Registration
Statement on Form S-4

Filed
April 20, 2021

File
No. 333-255354

Dear Ms. Paik and Ms. Westbrook:

On behalf of BCTG Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated May 17, 2021 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-4, File No. 333-255354 (“Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company
is filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) with the Commission
today.

For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.

Questions and Answers About the Proposals

Q: What interests do BCTG's current officers and directors
have in the Business Combination?, page 8

 1. Please also disclose that the initial stockholders have agreed to waive their liquidation rights
with respect to founder shares and that founder shares will become worthless if you fail to complete an initial business combination within
24 months.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided the requested disclosure beginning on page 8 of the Amended
Registration Statement.

 2. Please revise the first bullet point to quantify the out-of-pocket expenses that are owed to BCTG's
officers, directors and Sponsor.

RESPONSE: The Company acknowledges the Staff’s comment and has revised
the first bullet point to quantify the out-of-pocket expenses on page 8 and throughout the Amended Registration Statement.

    Page 2

Q: Will how I vote affect my ability to exercise redemption
rights?, page 9

 3. Please also address whether shareholders may exercise their redemption rights if they abstain from
voting or fail to vote on the Business Combination Proposal. Please make similar revisions throughout your proxy statement/prospectus
where you discuss shareholder voting and redemption rights, including on the cover page.

RESPONSE: The Company
acknowledges the Staff’s comment and has provided updated disclosure on page 9 of the Amended Registration Statement to indicate
that shareholders may exercise their redemption rights if they abstain from voting or fail to vote on the Business Combination Proposal.
Similar revisions were made in the cover letter to the stockholders of BCTG Acquisition Corp. in the discussion regarding shareholder
voting and redemption rights.

Summary of the Proxy Statement/Prospectus Parties
to the Business Combination, page 14

 4. Please remove the reference on page 16 to "first-in-class" as this statement implies an
expectation of regulatory approval and is inappropriate given the stage of development for your programs.

RESPONSE: The Company has revised the
disclosure on page 16 of the Amended Registration Statement to remove the reference to “first-in-class.”

 5. We note your disclosure on page 15 that Tango has established a sustainable pipeline optimized to
deliver meaningful clinical benefit to patients. Given the early stage of development, please revise your disclosure to remove any implication
that Tango's product candidates will be effective, as determinations of efficacy are solely within the authority of the FDA or comparable
regulatory body. Please make similar revisions to your disclosure stating that Tango's development process "avoids the known drawbacks
of large, empiric clinical trials lacking a patient selection strategy."

RESPONSE: The Company respectfully advises the Staff that it has revised
the disclosure on page 15 of the Amended Registration Statement to remove any implication that Tango's product candidates will be effective
and are ensured to avoid the known drawbacks of large, empiric clinical trials lacking a patient selection strategy.

The Business Combination Proposal, page 17

 6. We note your disclosure stating that one of the factors BCTG’s Board considered was that “Tango’s
platform is expected to file one new IND every 12 to 18 months.” Please expand your disclosure to provide the basis for the Board’s
view and assumptions underlying such view in light of the uncertainty with regard to drug development.

RESPONSE: The Company
acknowledges the Staff’s comment and has provided updated disclosure beginning on page 18 of the Amended Registration Statement.

    Page 3

Conditions to Closing of the Business Combination, page
20

 7. We note your statement that investors should not rely on the representations and warranties set
forth in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of
facts about BCTG, Sponsor, Tango or any other matter. Please revise to remove any implication that the Merger Agreement and your disclosure
of the same does not constitute public disclosure under the federal securities laws.

RESPONSE: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 20 of the Amended Registration Statement to remove any implication that the Merger Agreement
and the disclosure of the same does not constitute public disclosure under the federal securities laws and also confirms that no similar
non-reliance language appears elsewhere in the Amended Registration Statement.

Risk Factors

Our ability to utilize our net operating loss carryforwards...,
page 77

 8. Please revise to clarify whether the proposed business combination would be considered an "ownership
change" under the Code and any expected limitations on your ability to utilize NOLs if it is considered an "ownership change."
If there is uncertainty, explain the reasons for such uncertainty.

RESPONSE: The
Company acknowledges the Staff’s comment and has provided updated disclosure beginning on page  80 of the Amended Registration
Statement.

New Tango's amended and restated certificate of incorporation
will provide that the Court of Chancery of the State of Delaware..., page 91

 9. It does not appear that New Tango's Proposed Charter contains a forum selection provision. In addition,
your disclosure regarding the forum selection provision is not consistent with either BCTG's current charter or New Tango's Proposed Bylaws.
Please revise this risk factor, the risk factor on page 78, and your description of the Proposed Charter on page 262 to identify the correct
governing document that contains the forum selection provision you are describing and to ensure consistency between your disclosure and
the provision in such governing document. We note also that you have not included the text of Annex B. Please revise to include the relevant
text.

RESPONSE: The
Company respectfully advises the Staff that it has revised the disclosure on page 94 of the Amended Registration Statement to remove
the previously included risk factor regarding the forum selection clause in the Company’s current certificate of incorporation,
as well as the disclosure regarding the Proposed Charter on page 277, to remove those references. The disclosure on page 81 reflects
the forum selection provision to be included in the Proposed Bylaws described elsewhere in the Amended Registration Statement. The Company
is also including the agreed-to form of Proposed Charter as Annex B in the Amended Registration Statement.

    Page 4

Proposal 1 - The Business Combination Transaction
Background of the Business Combination, page 110

 10. Please expand this section to explain why you did not pursue a transaction with any of the 35 potential
targets with which you engaged in detailed due diligence. Address in your response whether there were any that resulted in a firm offer.
In these instances, disclose the initial offer and counter offers.

RESPONSE: The Company
acknowledges the Staff’s comment and has provided updated disclosure beginning on page 114 of the Amended Registration Statement.

 11. We note your disclosure that on December 22, 2020, Tango was presented to the BCTG board as one of
a few prospective business targets under active consideration. Please describe the selection criteria BCTG used to identify these prospective
targets and why you decided to proceed with Tango over other alternatives.

RESPONSE: The Company
acknowledges the Staff’s comment and has provided updated disclosure beginning on page 114 of the Amended Registration Statement.

 12. Please expand this section to discuss the following:

 ● What role did Mr. Davis play in preparing the draft letter of intent to Tango
? What were the material terms of the draft letter of intent ?

 ● What were the responsibilities of the independent subcommittee ? Please identify
the members of the independent subcommittee where you discuss the Board’s decision to establish the committee.

 ● We note that Mr. Davis continued to negotiate with Tango after the appointment of the independent
subcommittee. Revise to disclose what consideration, if any, the Board and subcommittee gave to Mr. Davis’ conflicts of interests.

 ● Were there any steps taken other than to establish an independent subcommittee to address potential
conflicts of interest?

 ● Was Mr. Davis involved in the decision to pursue the transaction and approve the terms of the merger
as a Tango board member?

 ● How were the valuation and other material terms of the merger negotiated from the non-binding letter
of intent through the execution of the merger agreement? Revise to describe the negotiations in reaching the material terms of the merger.

 ● Identify the members of BCTG management who met with the independent subcommittee on February 18
and February 22.

RESPONSE: The Company acknowledges the Staff’s comment and has provided
updated disclosure beginning on page 110 of the Amended Registration Statement.

    Page 5

Engagement of Financial Advisor to BCTG, page 114

 13. We note your disclosure that in developing its opinion, Canaccord Genuity analyzed projected financial
and operating data concerning Tango provided to it by BCTG. Please revise to disclose all material projections and underlying assumptions.

RESPONSE: The
Company acknowledges the Staff’s comment and has provided updated disclosure on page 120 of the Amended Registration Statement
to indicate that the only projected financial data provided by Tango was a cash forecast.

Conditions to the Closing of the Merger, page 121

 14. Please amend your disclosure to identify each condition that is subject to waiver.

RESPONSE: The Company acknowledges the Staff’s
comment and has provided additional disclosure on page 128 of the Amended Registration Statement to clarify that, each and every condition
precedent to the merger is subject to the potential waiver (if permissible under applicable law) by one or more of the parties to the
Merger Agreement.

Additional Conditions to Tango's
Obligation to Close, page 123

 15. With reference to your disclosure on page 107 that the sponsor will have the option to cover any
shortfall through an additional cash investment or satisfying such shortfall through securing investments in BCTG from certain agreed
investors in order to maintain a cash balance greater than $300.0 million, please expand your disclosure to explain whether there is a
written agreement to this effect and the terms on which the sponsor or other investors will invest additional cash. If there is a written
agreement, please file this as an exhibit to your registration statement.

RESPONSE: The Company
acknowledges the Staff’s comment and has provided additional disclosure beginning on page 128 of the Amended Registration Statement
and has also filed the written agreement as an exhibit to the Amended Registration Statement.

Vote Required for Approval, page 143

 16. We note your disclosure here and on page 88 that as of the date of the proxy statement/prospectus,
the Sponsor, directors and officers have not purchased any Public Shares. We also note your disclosure on your Form 8-K filed April 14,
2021 that in connection with the signing of the merger agreement, a member of the Sponsor purchased 800,000 shares of BCTG's common stock
from two holders of public shares at a price of $11.00 per share. Please revise your disclosure as appropriate and specify whether these
shares are subject to the agreement to vote in favor of the Business Combination.

RESPONSE: The Company acknowledges the Staff’s comment and has provided
updated disclosure on pages 91 and 148 of the Amended Registration Statement.

Conflicts of Interest, page 177

 17. With reference to your disclosure on page 179 that related party transactions require prior approval
by the audit committee and a majority of uninterested "independent" directors determining that the terms of the transaction
are no less favorable to you than those that would be available with respect to such a transaction from unaffiliated third parties, please
disclose whether you waived any provisions of that policy and the reasons therefor. Here and under the heading "What interests do
BCTG's current directors and officers have in the Business Combination" on page 8, please also disclose the approximate dollar value,
when the interest was acquired, and the price paid for the 15% interest that Boxer Capital owns in Tango's outstanding securities.

RESPONSE: The Company acknowledges the Staff’s comment and has provided
updated disclosure on pages 9, 179, 183, 184 of the Amended Registration Statement.

    Page 6

Executive Compensation

Compensation Committee Interlocks and Insider Participation,
page 177

 18. With reference to your disclosure on page 176 that your compensation committee consists of Richard
Heyman and Carole L. Nuechterlein, please revise this section to reflect whether you currently have a compensation committee.

RESPONSE: The Company acknowledges the Staff’s comment and has revise page
181 of the Amended Registration Statement to reflect that the Company currently has a compensation committee. .

Information About Tango Our Pipeline, page 191

 19. Please revise your pipeline table to separate the Phase I and Phase II columns and to make the Phase
I, Phase II, and Phase III columns at least as wide as your Discovery, Lead Optimization, and IND-Enabling columns. The pipeline table
currently appears to suggest that you have completed more than half of the development timeline for TNG908.

RESPONSE: The Company respectfully advises the Staff that
it has revised Tango’s pipeline table appearing on pages 17 and 196 of the Amended Registration Statement to clarify the status
of TNG908’s development.

 20. We note your inclusion of Target 3, Target 4, and Multiple Targets in Tango's pipeline table. First,
please identify any undisclosed product candidates in the pipeline table. Second, to the extent Gilead controls the research on Target
4 such that you cannot provide detailed disclosure about the ongoing studies, please remove it from the pipeline table. Finally, please
revise the Multiple Targets row to separately depict any material product candidates or programs individually and provide disclosure in
your prospectus regarding these product candidates and programs or remove this row. Your pipeline table should present only programs that
are material to your business.

RESPONSE: The
Company respectfully advises the Staff that it has revised Tango’s pipeline table appearing on pages 17 and 196 of the Amended
Registration Statement to include those product candidates that are currently material to Tango’s business.

Collaboration and License Agreement with G

United States securities and exchange commission logo
May 17, 2021
Aaron I. Davis
Chief Executive Officer
BCTG Acquisition Corp.
12860 El Camino Real, Suite 300
San Diego, CA 92130
Re:BCTG Acquisition Corp.
Registration Statement on Form S-4
Filed April 20, 2021
File No. 333-255354
Dear Mr. Davis:
            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 filed April 20, 2021
Questions and Answers About the Proposals
Q: What interests do BCTG's current officers and directors have in the Business Combination?,
page 8
1.Please also disclose that the initial stockholders have agreed to waive their liquidation
rights with respect to founder shares and that founder shares will become worthless if you
fail to complete an initial business combination within 24 months.
2.Please revise the first bullet point to quantify the out-of-pocket expenses that are owed to
BCTG's officers, directors and Sponsor.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 May 17, 2021 Page 2
 FirstName LastNameAaron I. Davis
BCTG Acquisition Corp.
May 17, 2021
Page 2
Q: Will how I vote affect my ability to exercise redemption rights?, page 9
3.Please also address whether shareholders may exercise their redemption rights if they
abstain from voting or fail to vote on the Business Combination Proposal.  Please make
similar revisions throughout your proxy statement/prospectus where you discuss
shareholder voting and redemption rights, including on the cover page.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination, page 14
4.Please remove the reference on page 16 to "first-in-class" as this statement implies an
expectation of regulatory approval and is inappropriate given the stage of development for
your programs.
5.We note your disclosure on page 15 that Tango has established a sustainable pipeline
optimized to deliver meaningful clinical benefit to patients.  Given the early stage of
development, please revise your disclosure to remove any implication that Tango's
product candidates will be effective, as determinations of efficacy are solely within the
authority of the FDA or comparable regulatory body.  Please make similar revisions to
your disclosure stating that Tango's development process "[avoids] the known drawbacks
of large, empiric clinical trials lacking a patient selection strategy."
The Business Combination Proposal, page 17
6.We note your disclosure stating that one of the factors BCTG’s Board considered was that
“Tango’s platform is expected to file one new IND every 12 to 18 months.”  Please
expand your disclosure to provide the basis for the Board’s view and assumptions
underlying such view in light of the uncertainty with regard to drug development.
Conditions to Closing of the Business Combination, page 20
7.We note your statement that investors should not rely on the
representations and warranties set forth in the Merger Agreement or the summaries
thereof in this proxy statement/prospectus as characterizations of the actual state of facts
about BCTG, Sponsor, Tango or any other matter. Please revise to remove any
implication that the Merger Agreement and your disclosure of the same does not
constitute public disclosure under the federal securities laws.
Risk Factors
Our ability to utilize our net operating loss carryforwards..., page 77
8.Please revise to clarify whether the proposed business combination would be considered
an "ownership change" under the Code and any expected limitations on your ability to
utilize NOLs if it is considered an "ownership change." If there is uncertainty, explain the
reasons for such uncertainty.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 May 17, 2021 Page 3
 FirstName LastNameAaron I. Davis
BCTG Acquisition Corp.
May 17, 2021
Page 3
New Tango's amended and restated certificate of incorporation will provide that the Court of
Chancery of the State of Delaware..., page 91
9.It does not appear that New Tango's Proposed Charter contains a forum selection
provision.  In addition, your disclosure regarding the forum selection provision is not
consistent with either BCTG's current charter or New Tango's Proposed Bylaws.  Please
revise this risk factor, the risk factor on page 78, and your description of the Proposed
Charter on page 262 to identify the correct governing document that contains the forum
selection provision you are describing and to ensure consistency between your disclosure
and the provision in such governing document. We note also that you have not included
the text of Annex B. Please revise to include the relevant text.
Proposal 1 - The Business Combination Transaction
Background of the Business Combination, page 110
10.Please expand this section to explain why you did not pursue a transaction with any of the
35 potential targets with which you engaged in detailed due diligence.  Address in your
response whether there were any that resulted in a firm offer. In these instances, disclose
the initial offer and counter offers.
11.We note your disclosure that on December 22, 2020, Tango was presented to the BCTG
board as one of a few prospective business targets under active consideration.  Please
describe the selection criteria BCTG used to identify these prospective targets and why
you decided to proceed with Tango over other alternatives.
12.Please expand this section to discuss the following:

•What role did Mr. Davis play in preparing the draft letter of intent to Tango ? What
were the material terms of the draft letter of intent ?
•What were the responsibilities of the independent subcommittee ? Please identify the
members of the independent subcommittee where you discuss the Board’s decision to
establish the committee.
•We note that Mr. Davis continued to negotiate with Tango after the appointment of
the independent subcommittee. Revise to disclose what consideration, if any, the
Board and subcommittee gave to Mr. Davis’ conflicts of interests.
•Were there any steps taken other than to establish an independent subcommittee to
address potential conflicts of interest?
•Was Mr. Davis involved in the decision to pursue the transaction and approve the
terms of the merger as a Tango board member?
•How were the valuation and other material terms of the merger negotiated from the
non-binding letter of intent through the execution of the merger agreement? Revise to
describe the negotiations in reaching the material terms of the merger.
•Identify the members of BCTG management who met with the independent
subcommittee on February 18 and February 22.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 May 17, 2021 Page 4
 FirstName LastNameAaron I. Davis
BCTG Acquisition Corp.
May 17, 2021
Page 4
Engagement of Financial Advisor to BCTG, page 114
13.We note your disclosure that in developing its opinion, Canaccord Genuity analyzed
projected financial and operating data concerning Tango provided to it by BCTG.  Please
revise to disclose all material projections and underlying assumptions.
Conditions to the Closing of the Merger, page 121
14.Please amend your disclosure to identify each condition that is subject to waiver.
Additional Conditions to Tango's Obligation to Close, page 123
15.With reference to your disclosure on page 107 that the sponsor will have the option to
cover any shortfall through an additional cash investment or satisfying such shortfall
through securing investments in BCTG from certain agreed investors in order to maintain
a cash balance greater than $300.0 million, please expand your disclosure to explain
whether there is a written agreement to this effect and the terms on which the sponsor or
other investors will invest additional cash. If there is a written agreement, please file this
as an exhibit to your registration statement.
Vote Required for Approval, page 143
16.We note your disclosure here and on page 88 that as of the date of the proxy
statement/prospectus, the Sponsor, directors and officers have not purchased any Public
Shares.  We also note your disclosure on your Form 8-K filed April 14, 2021 that in
connection with the signing of the merger agreement, a member of the Sponsor purchased
800,000 shares of BCTG's common stock from two holders of public shares at a price of
$11.00 per share.  Please revise your disclosure as appropriate and specify whether these
shares are subject to the agreement to vote in favor of the Business Combination.
Conflicts of Interest, page 177
17.With reference to your disclosure on page 179 that related party transactions require prior
approval by the audit committee and a majority of uninterested "independent" directors
determining that the terms of the transaction are no less favorable to you than those that
would be available with respect to such a transaction from unaffiliated third parties, please
disclose whether you waived any provisions of that policy and the reasons therefor.  Here
and under the heading "What interests do BCTG's current directors and officers have in
the Business Combination" on page 8, please also disclose the approximate dollar
value, when the interest was acquired, and the price paid for the 15% interest that Boxer
Capital owns in Tango's outstanding securities.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 May 17, 2021 Page 5
 FirstName LastNameAaron I. Davis
BCTG Acquisition Corp.
May 17, 2021
Page 5
Executive Compensation
Compensation Committee Interlocks and Insider Participation, page 177
18.With reference to your disclosure on page 176 that your compensation committee consists
of Richard Heyman and Carole L. Nuechterlein, please revise this section to reflect
whether you currently have a compensation committee.
Information About Tango
Our Pipeline, page 191
19.Please revise your pipeline table to separate the Phase I and Phase II columns and to make
the Phase I, Phase II, and Phase III columns at least as wide as your Discovery, Lead
Optimization, and IND-Enabling columns.  The pipeline table currently appears to
suggest that you have completed more than half of the development timeline for
TNG908.
20.We note your inclusion of Target 3, Target 4, and Multiple Targets in Tango's pipeline
table.  First, please identify any undisclosed product candidates in the pipeline table.
Second, to the extent Gilead controls the research on Target 4 such that you cannot
provide detailed disclosure about the ongoing studies, please remove it from the pipeline
table. Finally, please revise the Multiple Targets row to separately depict any material
product candidates or programs individually and provide disclosure in your prospectus
regarding these product candidates and programs or remove this row. Your pipeline table
should present only programs that are material to your business.
Collaboration and License Agreement with Gilead Sciences, page 209
21.We note your disclosure on pages 209 and 210 that you are eligible to receive low double-
digit tiered royalties on net sales. Please revise your description of the royalty rate to
provide a range that does not exceed ten percent.
22.We note that for those products that you opt to co-develop and co-promote in the
United States, you and Gilead will equally split profits and losses from the sales of such
products in the United States, you will remain eligible to receive certain milestone
payments. Please disclose the aggregate milestone payments you will remain eligible to
receive.
Security Ownership of Certain Beneficial Owners and Management, page 276
23.To the extent not disclosed, please identify the natural persons who hold the investment
and/or voting power of the shares held by the 5% or greater shareholders identified in your
table.  See Item 403 of Regulation S-K.

 FirstName LastNameAaron I. Davis
 Comapany NameBCTG Acquisition Corp.
 May 17, 2021 Page 6
 FirstName LastName
Aaron I. Davis
BCTG Acquisition Corp.
May 17, 2021
Page 6
Exhibits
24.Please file as exhibits to the registration statement the Gilead Agreement and the Medivir
Agreement.  See Item 601(b)(10) of Regulation S-K.
General
25.Please include a form of proxy card marked as “preliminary” in your next amendment.
            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 Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at 202-551-6553 or Christine Westbrook at 202-551-5019
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso - Loeb & Loeb LLP