United States securities and exchange commission logo
October 20, 2023
Jonathan D. Alspaugh
President and Chief Financial Officer
Aeglea BioTherapeutics, Inc.
221 Crescent Street
Building 17, Suite 102B
Waltham, MA 02453
Re: Aeglea
BioTherapeutics, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 10,
2023
File No. 333-273769
Dear Jonathan D. Alspaugh:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 29,
2023 letter.
Amendment No. 1 to Form S-3 on Form S-1
General
1. We note the
representation in Section 2.4 of the Agreement and Plan of Merger, filed on
June 23, 2023 as
exhibit 2.1 to Aeglea s Form 8-K, that Spyre s holders were required to
consent to the merger.
We further note your Form S-1 seeks to registers the resale of
securities issued and
issuable to Spyre s security holders as consideration for the merger.
Please revise to
identify all former affiliates of Spyre reselling pursuant to this Form S-1
as underwriters and fix
a selling price for the duration of their offering. See Securities Act
Rule 145(c).
2. Please revise to remove
all incorporation by reference from the Form S-1 and file a
complete prospectus
with your amendment. See General Instruction VII.D.1.b to Form S-
Jonathan D. Alspaugh
Aeglea BioTherapeutics, Inc.
October 20, 2023
Page 2
1.
Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at
202-551-7614 with any
other questions.
Sincerely,
FirstName LastNameJonathan D. Alspaugh
Division of
Corporation Finance
Comapany NameAeglea BioTherapeutics, Inc.
Office of Life
Sciences
October 20, 2023 Page 2
cc: Branden C. Berns
FirstName LastName