RAPID MICRO BIOSYSTEMS, INC. — Regulatory Filings 2021

Jun 25, 2021

CORRESP 1 filename1.htm

	200 Clarendon Street
	Boston, Massachusetts 02116
	Tel: +1.617.948.6000 Fax: +1.617.948.6001
	www.lw.com
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VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
Laura Crotty
Jenn Do
Daniel Gordon

Re:
Amendment No.
2 to
Draft Registration Statement
on Form S-1
Submitted June 10, 2021
CIK No. 0001380106

Ladies and Gentlemen:

On behalf of Rapid Micro Biosystems, Inc. (the “ Company ”), we are writing in response to the comment letter from the staff of the Commission (the “ Staff ”) to Robert Spignesi, the Company’s Chief Executive Officer, dated June 22, 2021, relating to the above-referenced registration statement (the “ Draft Registration Statement ”). The letter is being submitted with the Company’s Registration Statement on Form S-1 (the “ Registration Statement ”), which reflects revisions made to the Draft Registration Statement in response to the comment letter.

For ease of review, we have set forth below the comment from your letter in bold type followed by the Company’s response thereto.

Prospectus Summary

Our market, page 6

1. We note your revised disclosure on pages 7 and 95 that opportunities in adjacent markets and upstream/downstream workflow processes could increase your TAM by a combined $18 billion to $32 billion. Please revise to disclose whether these estimates are based on the study you commissioned from Health Advances LLC. If not, describe the basis for these estimates.

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June 25, 2021 Page 2

Additionally, please expand your disclosure to describe how you are currently positioned to expand into adjacent markets and launch products addressing workflow processes not currently addressed by your Growth Direct MQC solution.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 7 and 98 of the Registration Statement.

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (617) 948-6027 with any questions or comments regarding this correspondence.

Very truly yours,
/s/ Wesley C. Holmes
Wesley C. Holmes
of LATHAM & WATKINS LLP

cc:
Sean Wirtjes, Rapid Micro Biosystems, Inc.
Jonathan Paris, Rapid Micro Biosystems, Inc.
Stephen W. Ranere, Latham & Watkins LLP
Edwin M. O’Connor, Goodwin Procter LLP

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