United States securities and exchange commission logo





                            September 2, 2021

       Dipal Doshi
       President and Chief Executive Officer
       Entrada Therapeutics, Inc.
       6 Tide Street
       Boston, MA 02210

                                                        Re: Entrada
Therapeutics, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed August 6,
2021
                                                            File No. 377-05320

       Dear Mr. Doshi:

              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
response.

             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
       comments.

       Draft Registration Statement on Form S-1, Filed August 6, 2021

       Prospectus Summary, page 1

   1.                                                   On page 2 you state
that your EEV Platform has allowed you to develop    highly efficient
                                                        and    highly specific
  EEV therapeutic candidates. Please remove all statements that
                                                        present your
conclusions regarding the efficacy of your product candidate as this is a
                                                        determination within
the authority of the U.S. Food and Drug Administration and
                                                        comparable regulatory
bodies or advise why this disclosure is appropriate.
   2.                                                   In the pipeline table
on page 3 please increase the size of the headings for the Phase 1,
                                                        Phase 2 and Phase 3
clinical trials. Additionally, we note that you have included programs
                                                        in the discovery phase
for which no product candidate has been identified in your pipeline
                                                        table, specifically,
every program except ENTR-601-44 and ENTR-501. Please provide us
 Dipal Doshi
FirstName LastNameDipal
Entrada Therapeutics, Inc. Doshi
Comapany 2,
September NameEntrada
             2021        Therapeutics, Inc.
September
Page 2    2, 2021 Page 2
FirstName LastName
         your analysis as to why these programs are material enough to be
included in your
         pipeline table. Alternatively, remove them from your table.
3.       We note that you completed IND-enabling studies for ENTR-501. Please
revise page 4 to
         explain why you are exploring partnership opportunities for this
program.
Risk Factors
Our rights to develop and commercialize any therapeutic candidates are
subject..., page 58

4.       Please revise this risk factor to highlight the consequences of losing
the OSIF license
         specifically.
Use of Proceeds, page 88

5.       Please revise to disclose an estimate of how far in your development
of each of EEV
         pipeline this offering will allow you to reach with respect to each
material program,
         including specific phases of preclinical and clinical trials. Also,
please disclose the total
         estimated cost of each of the specified purposes for which the net
proceeds are intended to
         be used, and, if material amounts of other funds are necessary to
accomplish the specified
         purposes, provide an estimate of the amounts of such other funds and
the sources thereof.
Results of Operations
Researc and Development Expenses, page 104

6.
         We note the significant increase in your research and development
expenses and from
         pages 111 and 120 that you have multiple products/programs in the
pipeline at varying
         stages of development. Please revise to disclose your research and
development expenses
         for your lead product candidates. To the extent that you do not track
expenses by product
         candidate, please disclose that fact.
Business, page 110

7.       We note your statement on page 116 and elsewhere that in preclinical
models
         approximately 50% of the EEV-conjugated material escaped the endosome
to reach the
         intracellular disease target, which indicates a potential for
significant improvement over
         the 1-2% observed in current biologics. If this comparison is not a
head-to-head
         comparison please remove it as comparisons to available products and
other product
         candidates are not appropriate unless you have conducted head-to-head
trials.
8.       Please provide more information concerning your preclinical studies
beginning on page
         123, including any serious adverse effects. Provide p-values for any
studies powered for
         statistical significance and explain how statistical significance
relates to FDA standards of
         efficacy.
9.       Please revise page 137 to state the jurisdictions covered by your
issued and pending
         patents and clarify which patents are in-licensed.
 Dipal Doshi
Entrada Therapeutics, Inc.
September 2, 2021
Page 3
10.   In connection with your description of the OSIF License Agreement on page
139, please
      revise to provide the amount of the    certain license maintenance fees
prior to the
      commercialization of the first licensed product,    if material, and the
grounds for
      termination. We also note that you say the term will expire on the
expiration of the last to
      expire of the exclusively licensed patent rights, or the end of your
obligation to pay
      royalties under the OSIF License Agreement. Please revise to clarify when
these patent
      rights are expected to expire. Additionally, you state that your
obligation to pay royalties
      ends on a licensed product-by-licensed product and country-by-country
basis, on the later
      of expiration of the last to expire of the valid claims of the
exclusively licensed patent
      rights covering such licensed product in such country, or ten years after
the first
      commercial sale of such licensed product in such country. Please revise
to clarify when
      these claims are expected to expire.
Description of Capital Stock, page 182

11.   Please revise page 182 to provide the amount of shares entitled to
registration rights.
General

12.   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.
       You may contact Al Pavot at 202-551-3738 or Jeanne Bennett at
202-551-3606 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257
with any other
questions.



                                                            Sincerely,
FirstName LastNameDipal Doshi
                                                            Division of
Corporation Finance
Comapany NameEntrada Therapeutics, Inc.
                                                            Office of Life
Sciences
September 2, 2021 Page 3
cc:       Arthur R. McGivern, Esq.
FirstName LastName