VIA EDGAR
October 8, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Chris Edwards, Jimmy McNamara, Kevin Kuhar and Franklin Wyman
| Re: | Upstream Bio, Inc. | |
| Acceleration Request for Registration Statement on Form S-1 | ||
| File No. 333-282197 |
Dear Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Upstream Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 10, 2024 at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Gabriela Morales-Rivera at (617) 570-1329.
If you have any questions regarding this request, please contact Gabriela Morales-Rivera of Goodwin Procter LLP at (617) 570-1329.
Sincerely,
UPSTREAM BIO, INC.
/s/ E. Rand Sutherland
E. Rand Sutherland
Chief Executive Officer
| cc: | E. Rand Sutherland, M.D., M.P.H., Upstream Bio, Inc. |
Michael Paul Gray, M.B.A., Upstream Bio, Inc.
Gabriela Morales-Rivera, Esq., Goodwin Procter LLP
William D. Collins, Esq., Goodwin Procter LLP
Kathryn W. Clerici, Esq., Goodwin Procter LLP