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 CORRESP

 Tyra Biosciences, Inc.
 2656 State Street
 Carlsbad, CA 92008 May 14, 2025
 VIA EDGAR Jason Drory
 Office of Life Sciences Division of Corporation Finance
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Tyra Biosciences, Inc.
 Registration Statement on Form S-3
 File No. 333-287086
 To the addressee set forth above: Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Tyra Biosciences, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on May 16, 2025, or as soon as practicable thereafter.
 If you have any questions or require additional information, please contact Matthew T. Bush of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

 Sincerely,

 TYRA BIOSCIENCES, INC.

 By:

 /s/ Alan Fuhrman

 Alan Fuhrman

 Chief Financial Officer

 cc:
 Todd Harris, Ph.D., Tyra Biosciences, Inc.
 Matthew T. Bush, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Todd Harris
Chief Executive Officer
Tyra Biosciences, Inc.
2656 State Street
Carlsbad, CA 92008

 Re: Tyra Biosciences, Inc.
 Registration Statement on Form S-3
 Filed May 8, 2025
 File No. 333-287086
Dear Todd Harris:

 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 Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matthew T. Bush
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 Tyra Biosciences, Inc.

2656 State Street

Carlsbad, CA 92008

 April 18, 2024

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Tyra Biosciences, Inc.

Registration Statement on Form S-3

File No. 333-278068

To the addressees set forth above:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Tyra Biosciences, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on April 22, 2024, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Matthew T. Bush, Esq. of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

Very truly yours,

TYRA BIOSCIENCES, INC.

By:

/s/ Ali Fawaz

Ali Fawaz

General Counsel

 cc: Matthew T. Bush, Latham & Watkins LLP

United States securities and exchange commission logo
March 22, 2024
Todd Harris, Ph.D.
Chief Executive Officer
Tyra Biosciences, Inc.
2656 State Street
Carlsbad, CA 92008
Re:Tyra Biosciences, Inc.
Registration Statement on Form S-3
Filed March 19, 2024
File No. 333-278068
Dear Todd Harris:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cheston Larson

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CORRESP

 Tyra Biosciences, Inc.

2656 State Street

Carlsbad, CA 92008

 October 11, 2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Tyra Biosciences, Inc.

Registration Statement on Form S-3

File No. 333-267712

To the addressees set forth above:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Tyra Biosciences, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on October 13, 2022, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Matthew T. Bush, Esq. of Latham & Watkins LLP at (858) 523-3962. Thank you for your assistance and cooperation in this matter.

Very truly yours,

TYRA BIOSCIENCES, INC.

By:

 /s/ Todd Harris, Ph.D.

Todd Harris, Ph.D.

President and Chief Executive Officer

cc:
 Ali Fawaz, Tyra Biosciences, Inc.

Matthew T. Bush, Latham & Watkins LLP

United States securities and exchange commission logo
October 11, 2022
Dr. Todd Harris, Ph.D.
Chief Executive Officer
Tyra Biosciences, Inc.
2656 State Street
Carlsbad, California 92008
Re:Tyra Biosciences, Inc.
Registration Statement on Form S-3
Filed October 3, 2022
File No. 333-267712
Dear Dr. Todd Harris:
            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:       Cheston Larson, Esq.

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CORRESP

 September 10, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Dillon Hagius

Chris Edwards

 Kristin Lochhead

 Terence O’Brien

Re:
 Tyra Biosciences, Inc.

Registration Statement on Form S-1 (File No. 333-258970)

Request for Acceleration of Effective Date

Dear Ladies and Gentlemen:

 In connection with the proposed
offering of the securities under the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby
join with Tyra Biosciences, Inc.’s request that the effective date of the Registration Statement be accelerated so that the same will become effective on September 14, 2021 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Securities Act of 1933, please be advised that, as representatives of the underwriters, we have distributed approximately
976 copies of the preliminary prospectus, dated September 9, 2021, through the date hereof.

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

[Signature Page Follows]

 Sincerely,

BOFA SECURITIES, INC.

 JEFFERIES LLC

COWEN AND COMPANY, LLC

As representatives of the Underwriters

BOFA SECURITIES, INC.

By:

 /s/ Michael Liloia

Name: Michael Liloia

Title: Director

JEFFERIES LLC

By:

 /s/ Michael Brinkman

Name: Michael Brinkman

Title: Managing Director

COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

Name: Bill Follis

Title: Managing Director

 [Signature Page to UW Acceleration Request]

CORRESP
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CORRESP

 Tyra Biosciences, Inc.

2656 State Street

Carlsbad, CA 92008

 September 10,
2021

 VIA EDGAR

 Mr. Dillon Hagius

Office of Life Sciences

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Re:
 Tyra Biosciences, Inc.

Registration Statement on Form S-1

File No. 333-258970

Dear Mr. Hagius:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Tyra Biosciences, Inc. (the “Company”), respectfully requests that the effective date of the
Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on September 14, 2021, or as soon as practicable thereafter.

Please contact Matthew T. Bush of Latham & Watkins LLP, counsel to the Company, at (858)
523-3962, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

TYRA BIOSCIENCES, INC.

By:

 /s/ Todd Harris, Ph.D.

Todd Harris, Ph.D.

President and Chief Executive Officer

 cc:

Kristin Lochhead, Securities and Exchange Commission

Terence O’Brien, Securities and Exchange Commission

Chris Edwards, Securities and Exchange Commission

John Healy, Tyra Biosciences, Inc.

Cheston J. Larson, Latham & Watkins LLP

Matthew T. Bush, Latham & Watkins LLP

Jeffrey Woodley, Latham & Watkins LLP

CORRESP
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CORRESP

 12670 High Bluff Drive

 San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Beijing

 Moscow

 Boston

 Munich

 Brussels

 New York

 Century City

 Orange County

 Chicago

 Paris

 Dubai

 Riyadh

 Düsseldorf

 San Diego

 Frankfurt

 San Francisco

 Hamburg

 Seoul

 Hong Kong

 Shanghai

 Houston

 Silicon Valley

 London

 Singapore

 Los Angeles

 Tokyo

 Madrid

 Washington, D.C.

 Milan

 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Tyra Biosciences, Inc.

 [* * *] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Tyra Biosciences, Inc. with
respect to this letter.

 August 20, 2021

 VIA
EDGAR

 Mr. Dillon Hagius

Office of Life Sciences

 Division
of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street N.E.

 Washington,
D.C. 20549

Re:
 Tyra Biosciences, Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File
No. 333-258970)

 Dear Mr. Hagius:

Rule 83 Confidential Treatment Requested by Tyra Biosciences, Inc.

On behalf of Tyra Biosciences, Inc. (the “Company”), in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 25, 2021 (the “Comment Letter”), relating to the Company’s draft
Registration Statement on Form S-1 confidentially submitted to the Commission on May 28, 2021, and which was subsequently updated by the Company with a Registration Statement on Form S-1 filed with the Commission on August 20, 2021 (the “Registration Statement”), we are submitting this supplemental letter to further address Comment No. 4 of the Comment Letter.
This letter is furnished supplementally on behalf of the Company. To assist the Staff in its review, the Company advises the Staff that it presently estimates, based in part on information received by the lead underwriters, that the public offering
price per share for the offering pursuant to the Registration Statement will be between $[***] and $[***] (without giving effect to any stock split that the Company will effect prior to the offering, the “Preliminary Price
Range”), considering information currently available and current market conditions. For clarity, the Company advises the Staff that, given the volatility of the public trading markets and the uncertainty of the timing

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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 of the offering, the Company and the lead underwriters have not yet finally agreed to a price
range for the offering. The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement, after giving effect to an appropriate stock split, will
include a price range of no more than $2.00 or 20% of the low end of the range, unless otherwise approved by the Staff.

 Common Stock Valuation
Methodologies

 The Company has historically determined the fair value of its Common Stock using methodologies,
approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice
Aid”). In addition, the Company’s Board of Directors (the “Board”) considered numerous objective and subjective factors, along with input from management and independent third-party valuations, to determine
the fair value of the Company’s Common Stock as further disclosed on pages 96-97 of the Registration Statement.

Based on the Company’s early stage of development, the difficulty in predicting the range of specific outcomes (and their
likelihood) and other relevant factors, the Company determined that an Option Pricing Method (“OPM”) was the most appropriate method for allocating its enterprise value to determine the estimated fair value of its Common
Stock for valuation dates prior to March 2021. The OPM treats a company’s security classes as call options on total equity value, with exercise prices based on the relative seniority of payments among such security classes. The value of junior
equity interests under the OPM is based on the value of optionality over-and-above the value of securities that are senior to them in the capital structure. In addition,
as a result of the closings of the Company’s Series A convertible preferred stock financing in January 2020, in these valuations conducted prior to March 2021, the Company used the backsolve method to determine equity value in the OPM scenario.
The backsolve method is a market approach that derives an implied total equity value from the sale price of the Company’s equity securities in a recent arm’s length transaction.

For valuations performed after March 2021, the Company used the Hybrid Method which takes into account a Probability-Weighted
Expected Return Method (“PWERM”) and OPM depending on the scenario, as the Company had better visibility into the timing of a potential initial public offering (“IPO”). The PWERM is a scenario-based
analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by the Company, as well as the economic and control rights of
each share class. In addition, as a result of the closing of the Company’s Series B convertible preferred stock financing in March 2021, the Company used the backsolve method to determine equity value in the OPM scenario in these valuations.

 In order for the Board to determine the estimated fair value of the Common Stock, the Company obtained independent
third-party valuations of the Common Stock as of January 6, 2020 (the “January 6, 2020 Valuation”), as of February 12, 2021 (the
“February 12, 2021 Valuation”) and as of March 5, 2021 (the “March 5, 2021 Valuation”), all of which used the OPM backsolve
method. The Company also obtained independent third-party valuations of the Common Stock as of May 28, 2021 (the “May 28, 2021 Valuation”) and as of June 18, 2021 (the
“June 18, 2021 Valuation”), which utilized the Hybrid Method.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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 3

 Recent Stock Option Grants

The Company granted the following stock option awards since January 1, 2020:

Date of Grant

Numbers
of Shares
Subject
to Stock
Options
Granted

Exercise Price
Per Share of
Common Stock

Estimated Fair
Value Per Share
of Common
Stock at Grant
Date

 January 27, 2020

426,241

$
1.58

$
1.58

 March 11, 2020

3,024

$
1.58

$
1.58

 March 26, 2020

10,508

$
1.58

$
1.58

 May 27, 2020

21,090

$
1.58

$
1.58

 August 20, 2020

36,113

$
1.58

$
1.58

 November 11, 2020

93,465

$
1.58

$
1.58

 December 22, 2020

77,395

$
1.58

$
1.58

 February 17, 2021

2,364

$
2.57

$
2.57

 March 10, 2021

669,137

$
5.83

$
5.83

 June 2, 2021

58,795

$
19.86

$
19.86

 June 24, 2021

73,951

$
27.91

$
27.91

 Grant Date Fair Value Determinations

January 6, 2020 Valuation and January 27, 2020 – December 22, 2020 Stock Option Grants

From January 27, 2020 to December 22, 2020, the Company granted stock options to purchase a total of 667,836 shares
of Common Stock at an exercise price of $1.58 per share. The Board determined the estimated fair value of the Common Stock at the time of the grants to be $1.58 per share based on a number of factors, including the January 6, 2020 Valuation.

 For the January 6, 2020 Valuation, the Company utilized the OPM to derive the implied equity value for the Company.
For the OPM, the market approach, utilizing the backsolve method, was used to determine the implied total enterprise value of the Company by accounting for all share class rights and preferences. For purposes of the January 6, 2020 Valuation,
the backsolve method reflected the Company’s sale and issuance of 2,848,486 shares of Series A convertible preferred stock in the first tranche of a Series A financing in January 2020, at a purchase price of $8.25 per share, for aggregate gross
proceeds of $26.7 million, which included the conversion of all then outstanding Simple Agreements for Future Equity, as well as the probability of the closing of the second tranche of the Series A financing which was contingent upon the
achievement of development milestone, which management believed was 60.0% probable at the January 6, 2021 Valuation date. In addition, an option-based approach based on the Finnerty Model, was

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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 4

performed in an effort to estimate the appropriate discount for lack of marketability (“DLOM”) for the Common Stock. A DLOM of 36.0% was used for the January 6, 2020
Valuation. The January 6, 2020 Valuation estimated the fair value of the Common Stock to be $1.58 per share.

 For the
period from the date of the January 6, 2020 Valuation to December 22, 2020, the Board determined there were no internal or external developments since the date of the January 6, 2020 Valuation that warranted a change in the estimated
fair value of the Common Stock, other than the Company’s Series A convertible preferred stock financing that was already reflected in the January 6, 2020 Valuation. As a result, the Board determined the estimated fair value of the Common
Stock for the stock options granted between January 27, 2020 and December 22, 2020 to be $1.58 per share.

 February 12, 2021
Valuation and February 17, 2021 Stock Option Grants

 On February 17, 2021, the Company granted stock
options to purchase a total of 2,364 shares of Common Stock at an exercise price of $2.57 per share. The Board determined the estimated fair value of the Common Stock at the time of the grant to be $2.57 per share based on a number of factors,
including the February 12, 2021 Valuation.

 For the February 12, 2021 Valuation, the Company utilized the OPM to
derive the implied equity value for the Company. For the OPM, the market approach, utilizing the backsolve method, was used to determine the implied total enterprise value of the Company by accounting for all share class rights and preferences. For
purposes of the February 12, 2021 Valuation, the backsolve method reflected the Company’s closing of the first tranche of its Series A convertible preferred stock financing in January 2020, as well as the probability of the closing of the
second tranche of the Series A financing, which management believed was now 90.0% probable at the February 12, 2021 Valuation date. In addition, an option-based approach based on the Finnerty Model, was performed in an effort to estimate the
appropriate DLOM for the Common Stock. A DLOM of 32.0% was used for the February 12, 2021 Valuation. The February 12, 2021 Valuation estimated the fair value of the Common Stock to be $2.57 per share.

March 5, 2021 Valuation and March 10, 2021 Stock Option Grants

On March 10, 2021, the Company granted stock options to purchase a total of 669,137 shares of Common Stock at an exercise
price of $5.83 per share. The Board determined the estimated fair value of the Common Stock at the time of the grant to be $5.83 per share based on a number of factors, including the March 5, 2021 Valuation.

For the March 5, 2021 Valuation, the Company utilized the OPM to derive the implied equity value for the Company. For the
OPM, the market approach, utilizing the backsolve method, was used to determine the implied total enterprise value of the Company by accounting for all share class rights and preferences. For purposes of the March 5, 2021 Valuation, the
backsolve method reflected the Company’s closing of the second tranche of its Series A convertible preferred stock financing, which closed on February 26, 2021, and the Company’s closing of its $106.3 million Series B convertible
preferred stock financing which included new investors, as of the

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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valuation date, at a purchase price of $27.43 per share. The increase in equity value was attributable to continued scientific progress by the Company as reflected in the increased value of the
Series B convertible preferred stock financing when compared to the Series A convertible preferred stock financing. In addition, an option-based approach based on the Finnerty Model, was performed in an effort to estimate the appropriate DLOM for
the Common Stock. A DLOM of 29% was used for the March 5, 2021 Valuation. The March 5, 2021 Valuation estimated the fair value of the Common Stock to be $5.83 per share.

May 28, 2021 Valuation and June 2, 2021 Stock Option Grants

On June 2, 2021, the Company granted stock options to purchase a total of 58,795 shares of Common Stock at an exercise
price of $19.86 per share. The Board determined the estimated fair value of the Common Stock at the time of the grant to be $19.86 per share based on a number of factors, including the May 28, 2021 Valuation.

For the May 28, 2021 Valuation, the Company estimated the fair value of the Common Stock by using the Hybrid Method, with
the OPM (Alternative Exit scenario) being weighted at 50.0%, the PWERM (Near-Term IPO scenario) being weighted at 25.0% and the PWERM (Delayed IPO scenario) being weighted at 25.0%.

For the OPM, the market approach, utilizing the backsolve method, was used to determine the implied total enterprise value of
the Company by accounting for all share class rights and preferences, based on the March 2021 Series B convertible preferred stock financing.

For the PWERM, an IPO was assumed to occur in August 2021, in the case of the Near-Term IPO scenario, and March 2022, in the
case of the Delayed IPO scenario. The Company believes that the potential liquidity event scenario used in the PWERM analysis was an appropriate methodology in light of the Company’s stage of development, and in particular, the status of its
research and development efforts and financial position, external market conditions affecting the biopharmaceutical industry, the volatility in the capital markets, especially with respect to IPOs, and the relative likelihood of achieving an IPO in
light of prevailing market conditions. The Company deemed it appropriate to include a 50% weighting for the PWERM methodology (25% on the Near-Term IPO scenario and 25% on the Delayed IPO scenario) because, at the time of the valuation, the Company
had filed its initial Draft Registration Statement and had been communicating with potential underwriters and advisors as to the potential for an IPO, which gave the Company some visibility into the probability and timing of potential future
outcomes but, was awaiting critical scientific data to determine if the public markets would be accessible to the Company in the near term. However, unexpected systemic events like the biopharmaceutical IPO market cooling, poor trading performance
of recent comparable IPOs, a decline in the valuations of comparable companies, fatigue from institutional investors, geopolitical risks, the COVID-19 pandemic, or other Company specific events, at the Company
or other companies in the field, or other development setbacks could materially impact the viability and timing of the Company’s IPO or the Company’s aspirations to continue pursuing one. The OPM (Alternative Exit scenario) was captured in
the OPM methodology with a weighting of 50%.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

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 In addition, an option-based approach based on the Finnerty Model, was
performed in an effort to estimate the appropriate DLOM for the Common Stock. For purposes of the May 28, 2021 Valuation, the DLOM was concluded to be 32% for the OPM (Alternative Exit scenario), 9% for the PWERM (Near-Term IPO scenario) and
15%

CORRESP
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12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

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Munich

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Frankfurt

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U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:
 Tyra Biosciences, Inc.

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

 Submitted July 2, 2021

 CIK No. 0001863127

Dear Mr. Hagius:

 We are in receipt of the
Staff’s letter dated July 13, 2021 with respect to the above-referenced confidential draft amended Registration Statement (the “Amended Draft Registration Statement”). We are responding to the Staff’s comments
on behalf of Tyra Biosciences, Inc. (“Tyra” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR the Registration Statement
on Form S-1 (the “Registration Statement”) responding to the Staff’s comments and updating the Amended Draft Registration Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

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

Risk Factors

 Changes in methods of product
candidate manufacturing or formulation may result in additional costs or delay., page 29

1.
 We note your amended disclosure that you “intend to change the delivery vehicle we use in our
formulation for TYRA-300 from polyethylene glycol 400 to a cyclodextrin based vehicle” and that “[t]his change in formulation may result in effects and results that are different from those observed
in our completed preclinical studies to date.” Please provide more information about this change in a relevant portion of your business section and explain whether you believe your comparisons to erdafitinib and pemigatinib, which you
previously addressed in response to comment number 7, are still appropriate.

 August 20, 2021

 Page
 2

 Tyra’s Response: The Company respectfully advises the Staff that the Company recently
completed the above-referenced formulation change and has conducted an additional preclinical study of animals in a bladder cancer xenograft model with the new formulation. The Company has revised the disclosure on pages 113 and 114 of the
Registration Statement to include the results from this preclinical study and a description of the formulation change, in response to the Staff’s comment. The Company continues to believe that the comparisons to erdafitinib and pemigatinib are
appropriate based on both the new data as well as the prior preclinical data included in the Registration Statement beginning on page 115 and previously referenced in the Company’s response to Comment 7, which shows results where the
potency of TYRA-300 and the other referenced drugs were evaluated in the same model and/or experiment, where such experiments are not conducted in animals but cell lines and therefore delivery vehicle is not
relevant to such data nor the Company’s conclusions thereon.

 *********

Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3962. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Matthew T. Bush

Matthew T. Bush

of LATHAM & WATKINS LLP

cc:
 Kristin Lochhead, Securities and Exchange Commission

Terence O’Brien, Securities and Exchange Commission

Chris Edwards, Securities and Exchange Commission

Todd Harris, Ph.D., Tyra Biosciences, Inc.

Cheston J. Larson, Latham & Watkins LLP

Jeffrey Woodley, Latham & Watkins LLP

Frank Rahmani, Sidley Austin LLP

Asher Rubin, Sidley Austin LLP

United States securities and exchange commission logo
July 13, 2021
Todd Harris, Ph.D.
President and Chief Executive Officer
Tyra Biosciences, Inc.
2333 State Street, Suite 201
Carlsbad, CA 92008
Re:Tyra Biosciences, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 2, 2021
CIK No. 0001863127
Dear Dr. Harris:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement Filed on Form S-1
Risk Factors
Changes in methods of product candidate manufacturing or formulation may result in additional
costs or delay., page 29
1.We note your amended disclosure that you "intend to change the delivery vehicle we use
in our formulation for TYRA-300 from polyethylene glycol 400 to a cyclodextrin based
vehicle" and that "[t]his change in formulation may result in effects and results that are
different from those observed in our completed preclinical studies to date."  Please
provide more information about this change in a relevant portion of your business section
and explain whether you believe your comparisons to erdafitinib and pemigatinib, which
you previously addressed in response to comment number 7, are still appropriate.

 FirstName LastNameTodd Harris, Ph.D.
 Comapany NameTyra Biosciences, Inc.
 July 13, 2021 Page 2
 FirstName LastName
Todd Harris, Ph.D.
Tyra Biosciences, Inc.
July 13, 2021
Page 2
            You may contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at 202-551-3355
if you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew T. Bush

United States securities and exchange commission logo
June 25, 2021
Todd Harris, Ph.D.
President and Chief Executive Officer
Tyra Biosciences, Inc.
2333 State Street, Suite 201
Carlsbad, CA 92008
Re:Tyra Biosciences, Inc.
Draft Registration Statement on Form S-1
Submitted May 28, 2021
CIK No. 0001863127
Dear Dr. Harris:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Programs, page 2
1.Please include treatment indications in your pipeline table (e.g., MIBC or ICC).
Additionally, please explain what is involved in "lead optimization" phase as opposed to a
more general discovery phase.  While we will consider your response, we do not currently
believe that the lead optimization is a distinct discovery phase and should thus be depicted
under a column labeled "discovery."  A textual discussion of the program is likely a more
appropriate place to make distinctions regarding different segments within a particular
phase.

 FirstName LastNameTodd Harris, Ph.D.
 Comapany NameTyra Biosciences, Inc.
 June 25, 2021 Page 2
 FirstName LastNameTodd Harris, Ph.D.
Tyra Biosciences, Inc.
June 25, 2021
Page 2
Our Leadership Team and Investors, page 4
2.We note that you identify certain entities as investors in your company; however, some do
not appear to be among your principal stockholders as disclosed on pages 166 and 167.
Specifically, BVF Partners, L.P., Cormorant Asset Management, Janus Henderson
Investors, and Logos.  If material, please expand your disclosure to describe the nature of
each named entity's investment in you and explain to us why including this information is
appropriate.  Please also explain in your response your plans to update investors about any
changes these entities make with respect to their investments in the company.
Industry and Other Data, page 76
3.We note your statements regarding market data used in the prospectus, including that the
sources of the information do not guarantee the accuracy or completeness of the
information and that investors are cautioned "not to give undue weight" to estimates.
Please revise these statements to eliminate any implication that investors are not entitled
to rely on the information included in your registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, Significant Judgments, and Use of Estimates
Determination of Fair Value of Common Stock, page 96
4.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. Please also discuss how you considered
recent preferred share issuances.  This information will help facilitate our review of your
accounting for equity issuances, including stock compensation. Please discuss with the
staff how to submit your response.
Our Strategy, page 102
5.We note disclosure here and elsewhere in the prospectus in which you refer to accelerated
FDA approvals for therapies developed by other companies and that your products
candidates may receive similar accelerated approvals. Please revise your prospectus to
balance this disclosure with the fact that you have not submitted an application for
accelerated approval and that the FDA's accelerated approval pathway may not lead to a
faster development process or regulatory review and does not increase the likelihood that
a product candidate will receive approval.
In vivo models, page 107
6.We note your disclosure that your use of in vivo models allows you to
"significantly" condense your "drug development timeline."  This statement implies that
your product candidates are likely to be approved.  Please revise this statement to remove

 FirstName LastNameTodd Harris, Ph.D.
 Comapany NameTyra Biosciences, Inc.
 June 25, 2021 Page 3
 FirstName LastName
Todd Harris, Ph.D.
Tyra Biosciences, Inc.
June 25, 2021
Page 3
any implication that you will be successful in mitigating the risk of uncertainty with
regard to clinical development or that you will be successful in commercializing your
product candidates in a rapid or accelerated manner.
FGFR Inhibitors, page 108
7.We note your comparisons to erdafitinib and pemigatinib, drugs approved by the FDA, as
well as infigratinib and futibatinib. Please tell us on what basis you believe you are able to
make these comparisons given your early stage of development and the lack of any head-
to-head clinical trials or, alternatively, delete these inappropriate comparisons. Please
revise the prospectus throughout accordingly.
Clinical Development plans for TYRA-300, page 115
8.We note your statement that you plan to pursue accelerated approval if data from the
Phase 2 trial is sufficient to support marketing authorization. Please revise to disclose
whether you have received any indication from the FDA that your Phase 2 clinical trail
will be treated as a registrational clinical trial such that a Phase 3 trial will not be required.
Competition, page 122
9.Please disclose whether, to your knowledge, any of your competitors are
developing cancer treatments for the same indications for which you are developing your
treatments.
Management
Non-Employee Directors, page 142
10.Please revise the management biography for Jake Simson, Ph.D. to clearly identify his
other employment in the last five years.  See Item 401 of Regulation S-K.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications

 FirstName LastNameTodd Harris, Ph.D.
 Comapany NameTyra Biosciences, Inc.
 June 25, 2021 Page 4
 FirstName LastName
Todd Harris, Ph.D.
Tyra Biosciences, Inc.
June 25, 2021
Page 4
            You may contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at 202-551-3355
if you have questions regarding comments on the financial statements and related
matters.  Please contact Dillon Hagius at 202-551-7967 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew T. Bush