United States securities and exchange commission logo

                             May 17, 2021

       Markus Warmuth
       President and Chief Executive Officer
       Monte Rosa Therapeutics, Inc.
       645 Summer Street, Suite 102
       Boston, MA 02210

                                                        Re: Monte Rosa
Therapeutics, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 19,
                                                            CIK No. 0001826457

       Dear Dr. Warmuth:

              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

             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

       Draft Registration Statement on Form S-1 submitted April 19, 2021

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your disclosure
here and throughout your prospectus regarding your goal
                                                        of discovering and
developing "first-in-class" precision medicines. Please remove
                                                        references to
"first-in-class" as this statement implies an expectation of regulatory
                                                        approval and is
inappropriate given the length of time and uncertainty with respect to
                                                        securing marketing
approval. If your intention is to convey your belief that your platform
                                                        or your programs
utilize a novel technology or approach, you may discuss how your
                                                        technology differs from
technology used by competitors or that you are not aware of
                                                        competing products that
are further along in the development process. Statements such as
 Markus Warmuth
Monte RosaLastNameMarkus
            Therapeutics, Inc.Warmuth
May        NameMonte Rosa Therapeutics, Inc.
     17, 2021
May 17,
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FirstName LastName
         these should be accompanied by cautionary language that the statements
are not
         intended to give any indication that your technology or any potential
product candidates
         have been proven effective or will receive regulatory approval.
2.       We note your statement that you are focused on delivering therapies to
targets in "well-
         validated biological pathways" and similar statements throughout the
         statement. As currently drafted, this statement could imply that the
FDA has approved, or
         will more easily approve, your products. Although your drugs may
         certain pathways that have been used by other drugs, we note that your
drug is still distinct
         from prior drugs that have been approved by the FDA. While it is
appropriate to say that
         you are using a similar pathway to help guide your development
program, please revise
         your disclosure to remove any implication that your product candidates
are more likely to
         receive FDA approval than others.
3.       We note your statements that certain of your programs comprise    a
series of potent,
         selective and orally bioavailable    MGD molecules that    can
effectively address    certain
         targets "while possessing attractive pharmaceutical properties.    We
note similar
         statements on page 121 that oral administration of MRT-1577 "led to
potent antitumor
         activity." As findings of safety or efficacy are solely within the
authority of the FDA or
         similar foreign regulators, please revise your disclosure here and
throughout the
         prospectus to remove any statements that suggest the efficacy or
safety of your potential
         product candidates. Where you deem appropriate, you may present
objective data without
         including your conclusions related to safety or efficacy.
Our Approach, page 2

4.       Please define the term "non-heterobifunctional" when first used so
that an investor not
         familiar with this term may understand its meaning.
Our Pipeline, page 3

5.       Please revise your pipeline table as follows:
             Include separate columns for each material stage you will need to
complete before
             marketing your products. For instance, include separate columns
for each of Phase 1,
             Phase 2 and Phase 3.
             We note that your pipeline table includes three separate
pre-clinical phases, which
             gives the impression that your product candidates are farther
along in the clinical
             process. Please revise the table to eliminate the separate column
for lead
             optimization, as this stage is not sufficiently distinct. In
addition, revise the length of
             the arrows for each candidate to accurately show its progression
in relation to each
             stage of development once the table has been revised.
             It appears that you have included every in-house program in your
pipeline table.
              Please explain to us why each program is sufficiently material to
your business to
             warrant inclusion in your pipeline table or revise your table to
remove any program
             that is not currently material.
 Markus Warmuth
Monte Rosa Therapeutics, Inc.
May 17, 2021
Page 3
Risks Associated with Our Business, page 4

6.       Please add a bullet highlighting that your patent portfolio is pending
and that you do not
         own any issued patents or in-license any patents related to your QuEEN
platform and
         GSPT1 program. We note your disclosure on page 47.
7.       Please add a bullet highlighting the risks related to the
concentration of ownership of your
         common stock, as discussed on page 71. Please include in this bullet
and in the
         corresponding risk factor beginning on page 71 a discussion of the
number of your
         executive officers and directors who are affiliated with your
principal stockholders.
Use of Proceeds, page 79

8.       Refer to the first and third bullet points. Please revise to provide
an estimate of how far in
         the clinical development process for your GSPT1 program and your
discovery programs
         the allocated proceeds of the offering will enable you to reach. If
any material amounts of
         other funds are necessary to complete your clinical trials for these
candidates, please
         revise your disclosure to state the amounts and the sources of such
other funds. Refer to
         Instruction 3 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Critical accounting policies and significant judgments and estimates
Stock-based compensation, page 95

9.       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. 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 Approach, page 112

10.      Where you first provide measures of statistical significance, please
explain for the benefit
         of the lay reader the significance of p-values and the "Z-score" and
clarify the threshold p-
         value or "Z-score" that corresponds to statistical significance.
Our services, collaboration and licenses agreements
FirstNameagreement  with Ridgeline,
           LastNameMarkus     Warmuthpage 128
11.       NameMonte
     Please            Rosa Therapeutics,
            revise to disclose the aggregateInc.
                                              amounts paid to date under the
Ridgeline Services
May 17, 2021 Page 3
FirstName LastName
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Monte RosaLastNameMarkus
            Therapeutics, Inc.Warmuth
May        NameMonte Rosa Therapeutics, Inc.
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May 17,
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Agreements with Cancer Research Technology Limited and the Institute of Cancer
page 129

12.      Please revise to clarify the product candidates or technologies to
which the agreements
         with Cancer Research Technology Limited and the Institute of Cancer
Research relate.
         To the extent that your product candidates or technologies rely on
intellectual property
         licensed from a third-party, please revise your Intellectual Property
disclosure on page 131
Collaboration and option agreement, page 129

13.      We note your disclosure that your royalty obligations will terminate
on a product-by-
         product and country-by-country basis upon the later of the expiration
of the last patent
         which covers such product in such country or certain other terms.
Please disclose when
         the last-to-expire patent is expected to expire. Please also disclose
the royalty rate or a
         royalty range that does not exceed 10 percentage points, the aggregate
amounts paid to
         date under the agreement, the aggregate future potential milestone
payments to be paid,
         and the termination provisions under the agreement.
License agreement, page 130

14.      Please disclose the amount of the technology access fee paid to CRT
and revise to
         quantify the value of the 4,000,000 common shares issued to CRT, the
ICR and affiliated
         founding scientists at the time of issuance.
Intellectual Property, page 131

15.      Please revise your intellectual property disclosure to disclose for
each material patent and
         patent application the specific products or technologies to which such
patents or patent
         applications relate. Also clearly describe on an individual basis the
type of patent
         protection granted or sought for each product or technology
(composition of matter, use,
         or process) and the expiration of each such patent. In this regard, it
may be useful to
         provide this disclosure in tabular form to support the narrative
already included.
Principal Stockholders, page 176

16.      Please revise the footnotes to your table to disclose the natural
persons who have or share
         beneficial ownership of the securities held by each of the entities
listed in your table.

17.      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.
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Monte RosaLastNameMarkus
            Therapeutics, Inc.Warmuth
May        NameMonte Rosa Therapeutics, Inc.
     17, 2021
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       You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with
any other


                                                        Division of Corporation
                                                        Office of Life Sciences
cc:      Robert E. Puopolo, Esq.