SecProbe.io

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 May 5, 2026

Paul Bolno
Chief Executive Officer
Wave Life Sciences Ltd.
7 Straits View #12-00
Marina One East Tower
Singapore 018936

 Re: Wave Life Sciences Ltd.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 15, 2026
 File No. 001-37627
Dear Paul Bolno:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Mark M. Bekheit, Esq.
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</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 505 Montgomery Street, Suite 2000

 San Francisco, California 94111-6538

 Tel: +1.415.391.0600 Fax: +1.415.395.8095

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Chicago

 Paris

 May 1, 2026

 Dubai

 Riyadh

 Düsseldorf

 San Diego

 Frankfurt

 San Francisco

 Hamburg

 Seoul

 Hong Kong

 Silicon Valley

 Houston

 Singapore

 London

 Tel Aviv

 VIA EDGAR

 Los Angeles

 Tokyo

 Madrid

 Washington, D.C.
 Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Attention:
 Ms. Jessica Dickerson

  
 Mr. Chris Edwards

 Re:
 Preliminary Proxy Statement on Schedule 14A of Wave Life Sciences Ltd.

  
 Filed April 15, 2026 (File
No. 001-37627) Ladies and Gentlemen:
 On behalf of Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore
(“ Wave ”), we submit this letter in response to the comments and requests for additional information contained in the letter (the “ Comment Letter ”) from the staff of the Division of Corporation Finance
(the “ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”), dated April 30, 2026, regarding the Preliminary Proxy Statement on Schedule 14A, which was filed with the Commission
on April 15, 2026 (the “ Proxy Statement ”). Wave has further revised the Proxy Statement in response to the
Comment Letter and is concurrently filing via EDGAR Amendment No. 1 to the Proxy Statement (the “ Amended Proxy Statement ”) that reflects these revisions and generally updates the information contained therein.
 For your convenience, we have repeated each comment of the Staff in italicized text and set forth our response below each comment. All
references to page numbers in the responses to the Staff’s comments correspond to the pages in the Amended Proxy Statement. All terms used but not defined in this letter have the meanings assigned to such terms in the Amended Proxy Statement.
 Staff Comments Description of
Wave-Delaware Capital Stock; Choice of Forum, page 51

 1.
 We note your disclosure regarding the forum selection clause in the Wave-Delaware amended and restated
certificate of incorporation. Please revise your disclosure to describe any subject matter jurisdiction carve out, including to clarify whether the clause is intended to apply to federal securities law claims, and to describe any risks or other
impacts on stockholders. In

 May 1, 2026
 Page
 2

describing any such risks, you should address the increased costs that stockholders may experience in bringing a claim and the potential that the forum selection clause may discourage claims or
limit stockholders’ ability to bring a claim in a judicial forum that they find favorable. Please also disclose that stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
 Response:
 The Company respectfully acknowledges the Staff’s comment and has revised page 51 of the Amended Proxy Statement to include such
disclosure. * * * * * *
 Please do not hesitate to contact Mark Bekheit by telephone at (650) 463-3032 or by email at
 mark.bekheit@lw.com , or Lauren Lefcoe by telephone at (415) 395-8294 or by e-mail at lauren.lefcoe@lw.com , with any questions or comments regarding this
correspondence.

 Very truly yours,

 /s/ Mark Bekheit

 Mark M. Bekheit of LATHAM & WATKINS
LLP

 cc:
 Paul Bolno, Wave Life Sciences Ltd.
 Linda Rockett, Wave Life Sciences Ltd.
 Lauren Lefcoe, Latham & Watkins LLP

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<TEXT>
 April 30, 2026

Paul Bolno
Chief Executive Officer
Wave Life Sciences Ltd.
7 Straits View #12-00
Marina One East Tower
Singapore 018936

 Re: Wave Life Sciences Ltd.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 15, 2026
 File No. 001-37627
Dear Paul Bolno:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Description of Wave-Delaware Capital Stock
Choice of Forum, page 51

1. We note your disclosure regarding the forum selection clause in the
Wave-Delaware
 amended and restated certificate of incorporation. Please revise your
disclosure to
 describe any subject matter jurisdiction carve out, including to clarify
whether the clause
 is intended to apply to federal securities law claims, and to describe
any risks or other
 impacts on stockholders. In describing any such risks, you should
address the increased
 costs that stockholders may experience in bringing a claim and the
potential that the
 forum selection clause may discourage claims or limit stockholders'
ability to bring a
 claim in a judicial forum that they find favorable. Please also disclose
that stockholders
 cannot waive compliance with the federal securities laws and the rules
and regulations
 thereunder.
 April 30, 2026
Page 2

 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 Dickerson at 202-551-8013 or Chris Edwards at
202-551-6761
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Mark M. Bekheit, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 WAVE LIFE SCIENCES LTD.

7 Straits View #12-00, Marina One East Tower

Singapore 018936

 May 2, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Tim Buchmiller

RE:
 Wave Life Sciences Ltd.

Registration Statement on Form S-3

Filed March 3, 2022

File No. 333-263251

Acceleration Request

 Dear
Mr. Buchmiller:

 With respect to the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Wave Life Sciences Ltd. (the “Company”),
that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Wednesday, May 4, 2022, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call John T. Rudy or John P. Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding the Registration Statement.

Very truly yours,

WAVE LIFE SCIENCES LTD.

 /s/ Kyle Moran

Kyle Moran

Chief Financial Officer

cc:
 Linda Rockett, Esq., Senior Vice President, General Counsel, Wave Life Sciences Ltd.

 John T. Rudy, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

John P. Condon, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
March 7, 2022
Linda Rockett, Esq.
Senior Vice President, General Counsel
Wave Life Sciences Ltd.
c/o 733 Concord Avenue
Cambridge, MA 02138
Re:Wave Life Sciences Ltd.
Registration Statement on Form S-3
Filed March 3, 2022
File No. 333-263251
Dear Ms. Rockett:
            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:       John P. Condon, Esq.

December 6, 2019
Keith Regnante
Chief Financial Officer
Wave Life Sciences Ltd.
7 Straits View #12-00
Marina One East Tower
Singapore 018936
Re:Wave Life Sciences Ltd.
Form 10-K for fiscal year ended December 31, 2018
Filed March 1, 2019
File No. 001-37627
Dear Mr. Regnante:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 CONFIDENTIAL TREATMENT REQUESTED BY WAVE LIFE SCIENCES LTD. PURSUANT TO 17 C.F.R. §200.83

December 2, 2019

 Via EDGAR and Courier

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, DC 20549

 Attn: Mary Mast and Frank Wyman

Re:
 Wave Life Sciences Ltd.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 1, 2019

 File No. 001-37627

 Dear Ms. Mast and Mr. Wyman:

Wave Life Sciences Ltd. (the “Company” or “Wave”) is submitting this letter in response to the written comments of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated November 26, 2019 (the “Comment Letter”) with regards to the Company’s Annual
Report on Form 10-K for the period ended December 31, 2018 filed with the Commission on March 1, 2019 (the “Form 10-K”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in bold and italics followed by
the Company’s response.

1.
 Please provide us the following terms governing the Takeda collaboration, as well as your consideration
of providing additional disclosure pursuant to ASC 606-10-50.

•

 Quantify the amount allocated to each performance obligation.

Background

 In February 2018, Wave Life
Sciences USA, Inc. (“Wave USA”) and Wave Life Sciences UK Limited (“Wave UK”) entered into a global strategic collaboration (the “Takeda Collaboration Agreement”) with Takeda Pharmaceutical Company Limited
(“Takeda”), pursuant to which Wave USA, Wave UK and Takeda agreed to collaborate on the research, development

and commercialization of oligonucleotide therapeutics for disorders of the Central Nervous System (“CNS”). The Takeda Collaboration Agreement provides Wave with at least
$230.0 million in committed cash and Takeda with the option to co-develop and co-commercialize Wave’s CNS development programs in (1) Huntington’s
disease (“HD”); (2) amyotrophic lateral sclerosis (“ALS”) and frontotemporal dementia (“FTD”); and (3) Wave’s discovery-stage program targeting ATXN3 for the treatment of spinocerebellar
ataxia 3 (“SCA3”) (collectively, “Category 1 Programs”), which Wave will have the right to co-commercialize in the United States. In addition, Takeda will have the right to exclusively
license multiple preclinical programs for CNS disorders, including Alzheimer’s disease and Parkinson’s disease (collectively, “Category 2 Programs”). In April 2018, the Takeda Collaboration Agreement became effective and Takeda
paid Wave $110.0 million as an upfront payment. Takeda also agreed to fund Wave’s research and preclinical activities in the amount of $60.0 million during the four-year research term and to reimburse Wave for any
collaboration-budgeted research and preclinical expenses incurred by Wave that exceed that amount.

 Simultaneously with Wave USA and Wave
UK’s entry into the Takeda Collaboration Agreement, the Company entered into a share purchase agreement with Takeda (the “Takeda Equity Agreement,” and together with the Takeda Collaboration Agreement, the “Takeda
Agreements”) pursuant to which it agreed to sell to Takeda 1,096,892 of its ordinary shares at a purchase price of $54.70 per share. In April 2018, the Company closed the share purchase pursuant to the Takeda Equity Agreement and received
aggregate cash proceeds of $60.0 million.

 With respect to Category 1 Programs, Wave will be responsible for researching and
developing products and companion diagnostics for Category 1 Programs through completion of the first proof of mechanism study (“POM”) for such products. Takeda will have an exclusive option for each target and all associated products and
companion diagnostics for such target, which it may exercise at any time through completion of POM. If Takeda exercises this option, Wave will receive an opt-in payment and will lead manufacturing
and joint clinical co-development activities and Takeda will lead joint co-commercial activities in the United States and all commercial activities
outside of the United States. Global costs and potential profits will be shared 50:50 and Wave will be eligible to receive development and commercial milestone payments. In addition to its 50% profit share, Wave is eligible to receive option
exercise fees and development and commercial milestone payments for each of the Category 1 Programs.

 With respect to Category 2 Programs,
Wave has granted Takeda the right to exclusively license multiple preclinical programs during a four-year research term (subject to limited extension for programs that were initiated prior to the expiration of the research term, in accordance with
the Takeda Collaboration Agreement) (“Category 2 Research Term”). During that term, the parties may collaborate on preclinical programs for up to six targets at any one time. Wave will be responsible for researching and preclinically
developing products and companion diagnostics directed to the agreed upon targets through completion of IND-enabling studies in the first major market country. Thereafter, Takeda will have an
exclusive worldwide license to develop and commercialize products and companion diagnostics directed to such targets, subject to Wave’s retained rights to lead manufacturing activities for products

 [***] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

 2

directed to such targets. Takeda will fund Wave’s research and preclinical activities in the amount of $60.0 million during the research term and will reimburse Wave for any
collaboration-budgeted research and preclinical expenses incurred by Wave that exceed that amount. Wave is also eligible to receive tiered high single-digit to mid-teen royalties on Takeda’s
global commercial sales of products from each Category 2 Program.

 The Company assessed this arrangement in accordance with ASC 606-10-25-14 and identified the following under the arrangement to be considered: (1) the
non-exclusive, royalty-free research and development license for each Category 1 Program; (2) the research and development services for each Category 1 Program through POM; (3) the right to
exclusively license the Category 2 Programs; and (4) the research and preclinical development services of the Category 2 Programs through completion of IND-enabling studies. The research and development
services for each Category 1 Program were determined not to be distinct from the research and development license and were therefore combined into a single performance obligation for each Category 1 Program. The research and preclinical development
services for the Category 2 Programs were determined not to be distinct from the exclusive licenses for the Category 2 Programs and were therefore combined into a single performance obligation.

Additionally, in accordance with ASC
606-10-55-42 the Company determined that the exclusive options to license, co-develop and
co-commercialize each Category 1 Program were priced at a discount and, as such, provide material rights to Takeda, representing three separate performance obligations. Based on these assessments, the Company
identified a total of seven performance obligations in the Takeda Collaboration Agreement: (1) research and development services through completion of POM and non-exclusive research and development
license for HD; (2) research and development services through completion of POM and non-exclusive research and development license for ALS and FTD; (3) research and development services through
completion of POM and non-exclusive research and development license for SCA3; (4) the material right provided for the exclusive option to license, co-develop and co-commercialize HD; (5) the material right provided for the exclusive option to license, co-develop and co-commercialize ALS and
FTD; (6) the material right provided for the exclusive option to license, co-develop and co-commercialize SCA3; and (7) the research and preclinical
development services and right to exclusively license the Category 2 Programs.

 Based on the Company’s application of ASC 606, the
Company has determined that the amount of the transaction price allocated to each performance obligation is as follows:

 Performance Obligation

Allocated
Transaction
Price (000’s)

 1

 Research and development services through completion of POM and
non-exclusive research and development license for HD

[***]

 2

 Research and development services through completion of POM and
non-exclusive research and development license for ALS and FTD

[***]

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to 17 C.F.R. §200.83.

 3

 3

 Research and development services through completion of POM and
non-exclusive research and development license for SCA3

[***]

 4

 The material right provided for the exclusive option to license,
co-develop and co-commercialize HD

[***]

 5

 The material right provided for the exclusive option to license,
co-develop and co-commercialize ALS and FTD

[***]

 6

 The material right provided for the exclusive option to license,
co-develop and co-commercialize SCA3

[***]

 7

 The research and preclinical development services and right to exclusively license the Category
2 Programs

[***]

 TOTAL

$
170,000

 Page F-18 of the Form 10-K
states that, “The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue at December 31, 2018 is $160.4 million, of
which $94.1 million is included in current liabilities.” The Company believes that this disclosure addresses the requirements of ASC
606-10-50-13, and believes that more disaggregated disclosure regarding allocation of the transaction price to individual
performance obligations is neither material nor useful to investors.

•

 Describe and quantify the methods and assumptions used to determine standalone selling price for each
collaboration.

 Per ASC 606-10-32-28, the objective when allocating the transaction price is for an entity to allocate the transaction price to each performance obligation (or distinct good or service) in
an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to the customer.

Per ASC 606-10-32-29,
to meet the allocation objective, an entity shall allocate the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis in accordance with paragraphs 606-10-32-31 through 32-35, except as specified in paragraphs 606-10-32-36 through 32-38 (for allocating discounts) and paragraphs 606-10-32-39 through 32-41 (for allocating consideration that includes
variable amounts).

 Per ASC
606-10-32-31, to allocate the transaction price to each performance obligation on a relative standalone
selling price basis, an entity shall determine the standalone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocate the transaction price in proportion
to those standalone selling prices.

 Per ASC 606-10-32-33, if a standalone selling price is not directly observable, an entity shall estimate the standalone selling price at an amount that would result in the allocation of the transaction price
meeting the allocation objective in paragraph 606-10-32-28. When estimating a

 [***] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

 4

standalone selling price, an entity shall consider all information (including market conditions, entity-specific factors, and information about the customer or class of customer) that is
reasonably available to the entity. In doing so, an entity shall maximize the use of observable inputs and apply estimation methods consistently in similar circumstances.

Performance Obligations 1, 2 and 3

 In
order to estimate the standalone selling price for performance obligations 1, 2 and 3 above, the Company considered ASC
606-10-32-34 and utilized a cost plus margin approach. The Company forecasted the expected costs to be incurred from contract
inception through the estimated potential option exercise date for each Category 1 Program plus an estimated profit margin.

 Performance Obligations 4,
5 and 6

 In order to estimate the standalone selling price for performance obligations 4, 5 and 6 above, the Company considered ASC 606-10-32-34 and utilized an adjusted market assessment approach. The Company estimated the value of each Category 1 Option by
performing a discounted cash flow analysis (“DCF”) as of the estimated potential option exercise date for each Category 1 Program. The estimated free cash flow for each Category 1 Program was reduced by 50% to reflect the 50:50 co-development / co-commercialization post option exercise, and then further adjusted for the estimated probability of reaching the commercial stage from the estimated
potential option exercise date. Assumptions in the DCF for each Category 1 Program included patient population, annual cost of therapy (pricing), and the discount rate, among others.

The net present value of the DCF for each Category 1 Target was compared to the payments that Takeda would be required to make before
achieving the commercial stage for each Category 1 Program (option fee plus the net present value (as of estimated potential option exercise date) of any development milestones to be paid). As the net present value of each DCF exceeded Takeda’s
required payments for each such Category 1 Program, the excess amount was reduced by the probability of achieving POM. The resulting probability-adjusted discount was considered a material right and was determined to be the estimated standalone
selling price for each performance obligation 4, 5 and 6.

 Performance Obligation 7

In order to estimate the standalone selling price for performance obligation 7, the Company considered ASC 606-10-32-34 and utilized a cost plus margin approach. The Company estimated the value of the Category 2 services by totaling (1) the $60 million minimum
funding, and (2) the estimated costs incurred by the Company for the Company’s CNS programs subject to potential nomination under Category 2 as of the contract inception date plus an estimated profit margin.

 [***] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

 5

 In future filings with the Commission beginning with the Company’s Annual Report on
Form 10-K for the period ended December 31, 2019, the Company agrees to revise its disclosure to describe the methods and assumptions used to determine the standalone selling price for each performance
obligation in accordance with ASC 606-10-50-20(c) by adding the following to its Collaboration Agreements footnote:

Proposed New Disclosure: “The Company allocated the transaction price to the performance obligations on a relative standalone selling
price basis. For the performance obligations associated with the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for HD;
the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for ALS and FTD; the research and development services through
completion of the

November 26, 2019
Keith Regnante
Chief Financial Officer
Wave Life Sciences Ltd.
7 Straits View #12-00
Marina One East Tower
Singapore 018936
Re:Wave Life Sciences Ltd.
Form 10-K for fiscal year ended December 31, 2018
Filed March 1, 2019
File No. 001-37627
Dear Mr. Regnante:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for fiscal year ended December 31, 2018
Notes to Consolidated Financial Statements
Note 5, Collaboration Agreements, page F-15
1.Please provide us the following terms governing the Takeda collaboration, as well as your
consideration of providing additional disclosure pursuant to ASC 606-10-50.
•Quantify the amount allocated to each performance obligation.
•Describe and quantify the methods and assumptions used to determine standalone
selling price for each collaboration.
•Provide a range of milestone and other payment obligations to be received by stage
(e.g. development, regulatory and commercialization). Also, tell us your
consideration of disclosing individually material milestones.
•It appears that the amount paid by Takeda for the purchase of 1,096,892 shares
included a premium over the fair value of your stock on the date of purchase. Clarify

 FirstName LastNameKeith Regnante
 Comapany NameWave Life Sciences Ltd.
 November 26, 2019 Page 2
 FirstName LastName
Keith Regnante
Wave Life Sciences Ltd.
November 26, 2019
Page 2
how you accounted for the premium.
2.Please provide us the following information regarding licenses that you received under
your collaboration agreements with Pfizer and Takeda and your consideration of
providing additional disclosure under ASC 606.
•Provide a range of future milestone obligations by stage that you may be required to
pay to Pfizer and Takeda (e.g. development, regulatory and commercialization).
•Tell us your consideration of including disclosure relating to your obligations on page
95 under the Contractual Obligation Table.
•Provide a description and quantification of other possible future obligations that you
may be required to pay under these two collaboration agreements.
•Explain your basis for excluding discussion of governance by a joint steering
committee, as described in the Takeda collaboration agreement.  Also, tell us your
consideration of including your obligations under the joint steering committee as a
separate performance obligation.
3.You state on page F-18 that at December 31, 2018, deferred revenue under the Takeda
agreement was $160.4 million, of which $94.1 million was included in current liabilities.
At September 30, 2019, deferred revenue under this agreement was $152.8 million, of
which $93.6 million was included in current liabilities, while revenue recognized for the
nine months ended September 30, 2019 was $17.2 million. Please demonstrate for us how
revenue recognized was consistent with the expected research term governing each
performance obligation, including how associated incurred FTE hours compared to total
expected FTE hours. Also, provide us additional information for each collaboration that
will facilitate an understanding of the nature, timing and uncertainty of revenue
recognized to date and to be recognized in future periods.
            In closing, 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.
            You may contact Frank Wyman at 202-551-3660 or Mary Mast at 202-551-3613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 WAVE LIFE SCIENCES LTD.

7 Straits View #12-00, Marina One East Tower

Singapore 018936

 August 12, 2019

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Tonya K. Aldave

RE:
 Wave Life Sciences Ltd.

Registration Statement on Form S-3

Filed August 6, 2019

File No. 333-233052

Acceleration Request

 Dear
Ms. Aldave:

 With respect to the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Wave Life Sciences Ltd. (the “Company”),
that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Wednesday, August 14, 2019, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call John T. Rudy or John P. Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding the Registration Statement.

Very truly yours,

WAVE LIFE SCIENCES LTD.

 /s/ Keith C. Regnante

Keith C. Regnante

Chief Financial Officer

cc:
 Linda Rockett, Esq., Senior Vice President, General Counsel, Wave Life Sciences Ltd.

 John T. Rudy, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

John P. Condon, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

August 9, 2019
Paul Bolno
Chief Executive Officer
Wave Life Sciences Ltd.
7 Straits View #12-00, Marina One East Tower
Singapore 018936
Re:Wave Life Sciences Ltd.
Registration Statement on Form S-3
Filed August 6, 2019
File No. 333-233052
Dear Dr. Bolno:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John Condon, Esq.

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 WAVE LIFE SCIENCES LTD.

8 Cross Street #10-00, PWC Building

Singapore 048424

 February 2, 2017

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
WAVE Life Sciences Ltd.

 Registration Statement on Form S-3, as amended

File No. 333-215428

Acceleration Request

 Ladies and
Gentlemen:

 With respect to the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”),
and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of WAVE Life Sciences Ltd. (the “Company”), that the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of the Registration Statement to Monday, February 6, 2017, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call Brian Keane or John Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000,
with any comments or questions regarding the Registration Statement.

Very truly yours,

WAVE LIFE SCIENCES LTD.

 /s/ Keith Regnante

Keith Regnante

Chief Financial Officer

cc:
Josh Samples, Securities and Exchange Commission

 Joseph McCann, Securities and
Exchange Commission

 Linda Rockett, Esq., General Counsel, Wave Life Sciences Ltd.

Brian P. Keane, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

John P. Condon, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

January 17, 2017
Paul B. Bolno
President and Chief Executive Officer
WAVE Life Sciences Ltd.
8 Cross Street #10-00
PWC Building
Singapore 048424
WAVE Life Sciences Ltd.
Registration Statement on Form S-3
Filed January 4, 2017
File No. 333-215428Re:
Dear Dr. Bolno:
        We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-3 filed January 4, 2017
Exhibits
We note that you are registering rights under the registration statement.  Please have
counsel revise the legality opinion to cover these rights.  For guidance, please see Part
II.B.1.f of Staff Legal Bulletin No. 19.1.
We note that the debt securities are governed by New York law but that counsel's legality
opinion is limited to Singapore law.  As such, please file an opinion pursuant to
Regulation S-K, Item 601(b)(5) that covers the legality of the debt securities under New
York law.  For guidance, please refer to Staff Legal Bulletin No. 19, Part II.B.1.e and Part
II.B.3.b.2.

Paul B. Bolno
WAVE Life Sciences Ltd.
2 PageJanuary 17, 2017
       We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
       Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
 Please contact Josh Samples at (202) 551-3199 or Joseph McCann at (202) 551-6262 with any
questions.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Brian Keane, Esq.

CORRESP
1
filename1.htm

Company Acceleration Request

 WAVE Life Sciences Ltd.

8 Cross Street #10-00

 PWC Building

 Singapore 048424

 November 6, 2015

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Suzanne Hayes, Assistant Director

 Christina De Rosa

Christian Windsor

 Lisa
Vanjoske

 Joel Parker

Re:
WAVE Life Sciences Ltd.

 Registration Statement on Form S-1

File No. 333-207379

Acceleration Request

Requested Date: November 10, 2015

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

Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, WAVE Life Sciences Ltd. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to
cause the above-referenced Registration Statement to become effective on November 10, 2015, at 4:00 p.m. Eastern Standard Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone
call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Matthew J. Gardella and Matthew W. Tikonoff of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, to
make such request on its behalf.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Matthew J. Gardella of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant,
at (617) 348-1735 with any questions regarding this request.

Very truly yours,

WAVE Life Sciences Ltd.

By:

 /s/ Paul B. Bolno, M.D.

Name:

Paul B. Bolno, M.D.

Title:

President and Chief Executive Officer

cc:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Matthew J. Gardella

William C. Hicks

 Matthew W.
Tikonoff

 Cooley LLP

Frank F. Rahmani

 Nicole
Brookshire

 John T. McKenna

CORRESP
1
filename1.htm

UW Acceleration Request

 November 6, 2015

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
WAVE Life Sciences Ltd.

 Registration Statement on Form S-1 (File
No. 333-207379)

 Ladies and Gentlemen:

 As
representatives of the several underwriters of WAVE Life Sciences Ltd.’s proposed initial public offering, we hereby join in the request of the registrant that the effectiveness of the above-referenced Registration Statement, as amended, be
accelerated to 4:00 p.m. Eastern Standard Time, on November 10, 2015, or as soon thereafter as practicable.

 In connection with the above-captioned
Registration Statement, and pursuant to Rule 460 under the Securities Act of 1933, as amended, please be advised that between November 2, 2015 and the date hereof, approximately 1,168 copies of the Preliminary Prospectus, dated November 2,
2015, were distributed to prospective underwriters, institutional investors and prospective dealers.

 We have been informed by the participating
underwriters 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,

Jefferies LLC

 Leerink Partners LLC

      As Representatives of the several Underwriters

By:

Jefferies LLC

By:

 /s/ Kevin J. Sheridan

Name:

Kevin J. Sheridan

Title:

Managing Director

By:

Leerink Partners LLC

By:

 /s/ Jon Civitarese

Name:

Jon Civitarese

Title:

Managing Director

 [Signature Page to WAVE Life Sciences Ltd. Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 One Financial Center

Boston, MA 02111

 617-542-6000

617-542-2241 fax

www.mintz.com

Matthew J. Gardella | 617 348 1735 | mgardella@mintz.com

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE PLACEHOLDER “[***].”

 October 23, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director

Christina De Rosa

Christian Windsor

Lisa Vanjoske

Joel Parker

Re:
Wave Life Sciences Pte. Ltd.

 Registration Statement on Form S-1 (File
No. 333-207379)

 Dear Ladies and Gentlemen:

 We
are submitting this letter on behalf of Wave Life Sciences Pte. Ltd. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated October 2, 2015 (the “Comment Letter”) relating to the Staff’s review of the Company’s registration statement on Form S-1 submitted confidentially to the Commission
on September 4, 2015, which was subsequently amended in response to the Comment Letter and filed publicly with the Commission on October 9, 2015 (the “Registration Statement”). In this letter, we are responding only
to comment number 6 in the Comment Letter, the text of which we have incorporated into this response letter for convenience.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON  |  LONDON  |  LOS
ANGELES  |  NEW YORK  |  SAN DIEGO  |  SAN
FRANCISCO  |  STAMFORD  |  WASHINGTON

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 2

 As an overview, the Company is filing today Amendment No. 1 to the Registration Statement in response to
the Staff’s second comment letter dated October 20, 2015. Subject to resolving any outstanding Staff comments and market conditions, the Company would like to (i) prepare over the weekend of October 31 to November 1, 2015 a
preliminary prospectus reflecting the Share Split based on the bona fide price range for the Company’s initial public offering (“IPO”), which the Company and its investment bankers have determined, each as discussed further
below, (ii) file Amendment No. 2 with the Commission, which will include this bona fide IPO price range and reflect the Share Split, on Monday, November 2, 2015 and (iii) complete printing of the preliminary prospectus and
commence a road show later that same day. Subject to market conditions, the Company’s goal would be to obtain the effectiveness of the Registration Statement and price the offering by no later than November 12, 2015, the date after which
financial statements for the period ended June 30, 2015 would be stale.

 Accordingly, the purpose of this letter is to preview with the Staff this
bona fide IPO range and the Company’s analysis of how that range compares to the valuations the Company has used (or will use), for financial reporting purposes, for equity grants in March, July and October 2015. Because the Registration
Statement contains financial statements no later than June 30, 2015, the only grants presented therein for financial reporting purposes are the March grants; the presentation of the July and October 2015 equity grants would appear in the
financial statements for subsequent periods (i.e., the third quarter ended September 30, 2015 and the fourth quarter ending December 31, 2015).

Confidential Treatment Request

 Due to the commercially
sensitive nature of information contained herein, the Company hereby requests, pursuant to 17 C.F.R. § 200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any
person as they contain confidential information. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In
accordance with 17 C.F.R. § 200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified
of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days advance notice of any intended release so that the Company
may, if deemed necessary or appropriate, pursue any remedies available to it. In such an event, we request that you telephone the undersigned rather than rely upon the U.S. mail for such notice. The address and telephone number for Matthew Gardella,
the responsible representative, is c/o Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, telephone number (617) 542-6000.

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 3

 Comment from the Staff:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Judgments and Estimates

Share-Based Compensation, page 66

 6. We may have
additional comments on your accounting for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price, please provide us an analysis explaining the reasons for the differences between
recent valuations of your common stock leading up to the IPO and the estimated offering price.

 Response:

The Company supplementally advises the Staff that on October 23, 2015, representatives of the lead book-running managers of its IPO advised the Company
that, based on then-current market conditions, they anticipated that the underwriters currently anticipate recommending to the Company a preliminary estimated IPO price range of $[***] to $[***] per share (the “Preliminary IPO Price
Range”). The share numbers, as well as all option exercise prices and estimated fair values of ordinary shares referred to in this letter, have been adjusted to reflect an estimated 4.683373-to-1.0 share split of the Company’s capital
shares (the “Share Split”), which the Company plans to reflect in a subsequent pre-effective amendment to the Registration Statement.

The Preliminary IPO Price Range and the related Share Split are based on existing conditions in the public capital markets for biotechnology companies, the
Company’s financial position and prospects (assuming the completion of the IPO), the market valuations of comparable publicly traded companies and preliminary discussions with the underwriters regarding potential valuations for the Company.
Until such time as the Company revises the Registration Statement through a pre-effective amendment to include the price range and other details of the IPO and to commence the road show, the Preliminary IPO Price Range and the Share Split remain
subject to adjustment based on factors outside the Company’s control, such as changes in market conditions, the Company’s business and prospects and the valuation of comparable publicly traded companies.

Historically, the fair value of the ordinary shares underlying the Company’s share-based awards has been determined on each grant date by the
Company’s board of directors (the “Board”), with input from management. All options to purchase the Company’s ordinary shares were intended to be granted with an exercise price per share no less than the fair market value
per share of the

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 4

Company’s ordinary shares underlying those options on the date of grant, as determined by the Board in good faith and based on the information known to the Board on the date of grant. In the
absence of a public trading market for the Company’s ordinary shares, on each grant date, the Board considered various objective and subjective factors described in detail in the Registration Statement to determine fair value, including
contemporaneous valuations from third-party valuation specialists using methodologies, approaches and assumptions consistent with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of
Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”).

 In connection with its preparation for
the IPO, the Company completed retrospective valuations for March 2015 and June 2015, using methodologies, approaches and assumptions consistent with the Practice Aid.

The following table summarizes share awards granted since January 1, 2015, giving effect to the Share Split.

 Date of Grant

Number of
Instruments
Granted (#)

Per Share
Exercise
Price ($)

Fair Value
Per Share of
Ordinary
Shares ($)

Type of Valuation
Methodology

 3/10/15

1,997,220

2.14

3.81

Retrospective

 3/10/15

221,163

N/A
(1)

3.81

Retrospective

 3/22/15

140,501

2.14

3.81

Retrospective

 7/9/15

114,274

5.17

7.59

Retrospective

 10/7/15

82,662

8.82

8.82

Contemporaneous

(1)
Not applicable since the award was for fully vested ordinary shares.

 A discussion of each valuation and
related award is as follows:

 March 2015 Awards

 On
March 10, 2015 and March 22, 2015, the Board granted options to purchase an aggregate of 1,997,220 and 140,501 ordinary shares, respectively. Additionally, on March 10, 2015, the Board granted 221,163 fully vested ordinary shares to
an executive of the Company.

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 5

 March 2015 Retrospective Valuation

In accordance with the Practice Aid, the March 10, 2015 valuation used the Market Approach to determine an enterprise value. The valuation then used the
Probability-Weighted Expected Return Method (“PWERM”) to allocate and value the ordinary shares.

 The valuation utilized the market data
from recent IPOs of companies in the biopharmaceutical industry to determine the enterprise value under a short-term and long-term IPO scenario.

•

Under the short-term IPO scenario, the Company estimated it would be approximately 0.8 years until this transaction. The Company selected an enterprise value between the 50th and 75th percentiles of comparable public biopharmaceutical transactions. The Company discounted this scenario with a 30.0% discount
rate which was based on the Venture Capital Rate of Return Studies and also applied a 7.5% Discount for Lack of Marketability (“DLOM”) under this scenario.

•

In the longer-term IPO scenario, the Company estimated it would be approximately 1.5 years until this transaction. The selected enterprise value was between the 50th
and 75th percentile of the comparable public biopharmaceutical transactions. The Company also used a 30.0% discount rate in this scenario and applied a DLOM of 10.0% to the concluded value
under this scenario.

 The valuation also utilized market data from recent guideline M&A transactions in the biopharmaceutical industry
to determine the enterprise value under a liquidity event through a trade sale/merger transaction (high M&A) and sale of the Company’s intellectual property if neither a success sale/merger or an IPO materializes (low M&A).

•

Under the high M&A scenario, the Company selected an enterprise value between the 50th percentile and
75th percentile for a sale. The Company selected a term of 2.0 years as an opportune timeframe for an M&A transaction to occur, utilized a 30.0% discount rate and applied a DLOM of 15.0%.

•

Under the low M&A scenario, the Company selected an enterprise value just below the 25th percentile range for the low M&A scenario. The Company selected
a term of 1.3 years, utilized a 30.0% discount rate and applied a DLOM of 15.0%.

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 6

 To determine the ordinary share value under the PWERM, the Company assigned the following probabilities to
each scenario:

 Short-term IPO

20.0
%

 Long-term IPO

10.0

 High M&A

55.0

 Low M&A

15.0

 Total

100.0
%

 The resulting fair value of the Company’s ordinary shares was $3.81 per share, which the Company utilized for determining
the fair value per share for the March 2015 option grants.

 July 9, 2015 Awards

On July 9, 2015, the Board granted options to purchase an aggregate of 114,274 ordinary shares with an exercise price of $5.17 per share.

June 2015 Retrospective Valuation

 In accordance with the
Practice Aid, the June 24, 2015 valuation used the Market Approach to determine an enterprise value. The valuation then used the PWERM to allocate and value the ordinary shares.

The valuation utilized market data from recent IPOs of companies in the biopharmaceutical industry to determine the enterprise value under a short term and
long term IPO scenario.

•

Under the short-term IPO scenario, the Company estimated it would be approximately 0.5 years until this transaction. The Company selected an enterprise value between the 50th and 75th percentiles of comparable public biopharmaceutical transactions. The Company discounted this scenario with a 25.0% discount
rate which was based on the Venture Capital Rate of Return Studies and also applied a 5.0% DLOM under this scenario.

•

In the longer-term IPO scenario, the Company estimated it would be approximately 1.3 years until this transaction. The Company selected an enterprise value between the
50th and 75th percentiles of comparable public biopharmaceutical transactions. The Company also used a 25.0% discount rate in this
scenario and applied a DLOM of 7.5% to the concluded value under this scenario.

 FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

BY WAVE LIFE SCIENCES PTE. LTD.

 Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 October 23, 2015

 Page
 7

 The valuation utilized market data from recent guideline M&A transactions in the biopharmaceutical
industry to determine the enterprise value under a high and low M&A scenario.

•

Under the high M&A scenario, the Company selected an enterprise value between the 50th percentile and
75th percentile for a sale. The Company selected a term of 1.8 years as an opportune timeframe for an M&A transaction to occur, utilized a 25.0% discount rate and applied a DLOM of 15.0%.

•

Under the low M&A scenario, the Company selected an enterprise value just below the 25th percentile range for the low M&A scenario. The Company selected
a term of 1.0 years, utilized a 25.0% discount rate and applied a DLOM of 15.0%.

 To determine the ordinary share value under the PWERM, the
Company assigned the following probabilities to each scenario:

 Short-term IPO

40.0
%

 Long-term IPO

15.0

 High M&A

35.0

 Low M&A

10.0

 Total

100.0
%

 The resulting fair value of the Company’s ordinary shares was $7.59 per share, which the Company utilized for determining
the fair value per share for the June 2015 option grants.

 The preparation of the valuation included consideration of the following factors:

Company Specific

 During the period from March 2015
through June 2015, the Company achieved the following milestones:

•

The Company expanded the breath of the target platform and further developed the proof of concept across multiple modalities, including but not limited to Huntington

Mail Stop 4720
October 20, 2015

Via E -mail
Paul B. Bolno, M.D.
President and Chief Executive Officer
WAVE Life Sciences Pte. Ltd.
8 Cross Street #10 -00
PWC Building
Singapore 048424

Re: WAVE Life Sciences Pte. Ltd.
 Registration Statement on Form S -1
Filed October 9, 2015
  File No. 333 -207379

Dear Dr. Bolno:

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 com ments.

Prospectus Summary, page 1

1. Revise your disclosure in the Overview section to clarify that while your nucl eic acid
therapeutics have led to some significant initial results, the FDA has only approved two
treatments using this type of therapeutics.

2. Revise your disclosure throughout the document, and particularly in the Summary, to
clarify that while you have done some initial research that suggests that by controlling
stereochemistry you are able to increase the safety and effectiveness of nucleic therapy,
these results are preclinical and therefore the ability of the concept to lead to therapies
that can be approved for use in humans is speculative at this point.  Similarly, when
referencing your “demonstrated ability” to synthesize stereopure PS -modified nucleic

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2 0, 2015
Page 2

 acid therapeutics, please clarify that you have shown, in preclinical models, that your
therapeutics may be able to produce complex nucleic acid therapeutic drug mixtures, if
the preclinical results continue as you advance through the clini cal trials process.

3. We note your response to our prior comments 7, 9 and 10 as well as the “Glossary of
Scientific Terms” added to the registration statement.  In order for investors to better
understand the scientific basis for your research and product targets, please revise your
disclosure in the Summary, and particularly when you first introduce a scientific concept
or a disease target, to provide an explanation of the scientific concept that is accessible
for a reader who may lack scientific tra ining.   For instance , on page 1 you discuss how
your most advanced therapeutic programs target HTT SNP -1, Exon 51 and SMA D7,
among other targets.  Revise to explain why those specific targets are most likely to be
impacted by the therapy and how the therapy woul d lead to  an alleviation of the
symptoms  for Huntington ’s disease, DMD  or IBD.   Please refer to Item 503 of
Regulation S -K that the prospectus summary be written in plain English.

Business , page 72

Advantages of Our Approach, page 74

4. We note your disclosure, both here and on page 5 of the Summary, that you have
significant experience producing PS -modified therapeutics.  However, your disclosure on
page 88 indicates that you have manufactured “only limited supplies” of drug substances.
Since you ci te your experience producing PS -modified therapeutics, please revise the text
to discuss the source of your manufact uring experience, including production beyond
what you reference on page 88.  If you are relying on the prior experience of your key
employe es manufacturing therapeutics earlier in their career, please make this clear.

Our Pipeline, page 80

5. Please revise your pipeline table to delete the list of early -stage discovery programs.
Since you have not yet selected a target for the programs, it is  premature to include them
in a product pipeline table.  If you feel that your investors would benefit from knowing
other areas where you are conducting early -stage research, consider presenting them
separately from your disclosure about programs where you  have selected a target.

Description of Share Capital, page 115

6. Please expand your discussion of your shareholder register to make clear how shares
purchased in this offering are expected to be held and describe the procedures and timing
required to make  appropriate entries.   Please include a statement, if true, that the
company will perform the procedures to register the shares in the register.   You should
also discuss the ability of shareholders to seek rectification of the register as necessary.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2 0, 2015
Page 3

 We ur ge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its m anagement are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission f rom taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accurac y of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Christina De Rosa at (202) 551 -3577, or Christian Windsor, Special
Counsel,  at (202) 551 -3419 with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare & Insurance
cc: Via E -mail
 Matthew J. Gardella
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2 0, 2015
Page 4

  One Financial Center
 Boston, MA 02111

Mail Stop 4720
October 2, 2015

Via E -mail
Paul B. Bolno, M.D.
President and Chief Executive Officer
WAVE Life Sciences Pte. Ltd.
8 Cross Street #10 -00
PWC Building
Singapore 048424

Re: WAVE Life Sciences Pte. Ltd.
 Draft Registration Statement on Form S -1
Submitted September 4, 2015
  CIK No. 0001631574

Dear Dr. Bolno :

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 registrat ion 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  commen ts and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary , page 1

Advantages of Our Approach, page 4

1. We note your statement that you “are a leader in the manufacturing of PS -modified
stereopure nucleic acid therapeutics…”  As you do not manufacture any commercial
products, this statement appears to be premature.  Please qualify the quoted language
appropriately.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 2

 Our Strategy, page 5

2. Revise the first bullet point to clarify that you must first identify product candidates and
then advance those candidates through the testing and approval process.  You should also
clarify that your company does not have experience conducting clinical trials or
otherwise advancing product candid ates through the approval process.

Our Product Pipeline, page 5

3. Revise the heading to this section to more clearly indicate that you do not, at this time,
have any products, but instead you have areas of research focuses which may lead to the
identific ation of product candidates.

Risks Related to Our Business, page 7

4. Revise this section to clarify that not only do you have a history of losses, but you have
not, to date, produced meaningful revenues.

Use of Proceeds, page 47

5. For each therapeutic program that you intend to develop with the proceeds from this
offering, please state the anticipated stage of development that you expect to reach using
the proceeds of the offering.

Management’s Discussion and Analysis of Financial Cond ition and Results  of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Share -Based Compensation, page 66

6. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features.   Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Business, page 71

7. Please revise yo ur disclosure  to provide brief explanations of scientific terms to enable a
lay investor to understand.  For instance, at first use, please define the following terms:

 “Stereochemistry technology;”
 “Stereopure nucleic acid therapeutics;”
 “Stereoisomer mix tures;”
 “Antisense;”
 “oligonucleotide stereochemistry;”

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 3

  “Ribonucleic acid interference;”
 “Exon skipping;”
 “HTT SNP -1 and HTT SNP -2;”
 “Exon 51;”
 “SMAD7;”
 “KRT14 SNP -1 and KRT14 SNP -2;”
 “Chiral centers;”
 “directing medicine ‘upstream’ of protein production;” and
 “splice -correction”

 Please make corresponding changes to the Prospectus Summary.

Proof of Concept of Our Technology , page 74

Efficacy, page 76

8. We note your statement that the results of your preclinical study “ confirm [y]our ability
to rationally design PS -modified nucleic acid therapeutics with greater stability, catalytic
activity, efficacy and durability .”  Because approval of the FDA and other comparable
regulatory agencies is dependent on such agencies making a determination (acc ording to
criteria specified in law and agency regulations) that a drug or biologic is effective, it is
premature for you to describe or suggest that any non-approved product i s effective.
Accordingly, please delete this language throughout your registrat ion statement.   In
addition, please revise your disclosure as necessary to make clear that any observations
you make about your products’ potential for efficacy are your own, are not based on the
FDA’s or any other comparable governmental agency’s assessme nt and do not indicate
that your products will achieve favorable results in any later stage trials or that the FDA
or comparable agency will ultimately determine that your product is effective for
purposes of granting marketing approval.

Immunogenicity, p age 78

9. Please provide a brief explanation of the term “ C3a levels ” for a lay investor to
understand.

10. Please provide a brief discussion of enzyme -linked immunosorbent assay (ELISA)
analytical method .

Our Initial Therapeutic Candidates, page 80

11. Revise this section to clarify which of your candidates will require the Max Planck
license in order for you to continue your research and proceed through the approval
process.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 4

 Intellectual Property, page 87

12. We note your discussion of patents licensed fr om or co -owned with the University of
Tokyo or Shin Nippon Biomedical Laboratories, Ltd.  Please provide a discussion of the
material terms of such license or co -ownership agreements and file the agreements as
exhibits to the registration statement.  In th e alternative, please provide your analysis for
why these patents and the underlying agreements are not material to your business.

Competition, page 88

13. To the extent known, please disclose the stage of development of competing product
candidates.

Genera l

14. 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 Secur ities Act,
whether or not they retain copies of the communications.

15. Please confirm that the images included in your draft registration statement are all of the
graphic, visual or photographic information you will be including.  If you intend to use
any additional images, please provide us proofs of such materials.  Please note that we
may have comments regarding this material.

You may contact Lisa Vanjoske  at (202) 551 -3614 or Joel Parker , Accounting Branch
Chief,  at (202) 551 -3651 if you have questions regarding comments on the financial statements
and related matters.  Please contact Christin a De Rosa at (202) 551 -3577, or Christian Windsor,
Special Counsel,  at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor
 Special Counsel
 For

 Suzanne Hayes
Assistant Director
cc: Via E -mail
 Matthew J. Gardella
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 One Financial Center
 Boston, MA 02111

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 5