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                              August 22, 2023

       Terry-Ann Burrell
       Chief Financial Officer and Treasurer
       Beam Therapeutics Inc.
       238 Main Street
       Cambridge, MA 02142

                                                        Re: Beam Therapeutics
Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed February 28,
2023
                                                            File No. 001-39208

       Dear Terry-Ann Burrell:

               We have reviewed your August 9, 2023 response to our comment
letter and have the
       following comment. In our comment, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to the comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to the comment, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 20, 2023 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Notes to Consolidated Financial Statements
       8. Equity method investment
       Orbital, page F-26

   1.                                                   Please address the
following as it relates to your equity method investment in Orbital
                                                        Therapeutics and your
response to our prior comment:
                                                            You state that the
activities that most significantly impact Orbital   s economic
                                                            performance are
directed by the Orbital board and that power is not shared because
                                                            the activities that
most significantly affect Orbital   s economic performance do not
                                                            require the consent
of all of the parties, but rather a simple majority. Given the board
                                                            consists of six
members, explain how key decisions are made when a simple majority
                                                            vote is not
achieved (i.e., 3-3 tie).
 Terry-Ann Burrell
Beam Therapeutics Inc.
August 22, 2023
Page 2
                You state that Orbital   s board was initially comprised of six
directors and that you
              control no more than two of these seats. Explain how the
remaining seats on the
              Orbital board are determined and identify the parties that have
the power to nominate
              such directors.
                You indicate that, in addition to your President who is serving
as interim CEO of
              Orbital, you have the power to nominate one director for approval
by the preferred
              shareholders. Explain the process by which director nominations
are approved by
              preferred shareholders, including the minimum votes needed for
approval and how
              votes are allocated amongst preferred shareholders.
                Provide us with both the initial and current composition of
Orbital's ownership
              structure, including both preferred and common shareholders and
any other variable
              interests. In this regard, we note that Orbital was initially
funded by ARCH Venture
              Partners, a16z Bio+Health and Newpath Partners.
                For each preferred stockholder, provide us the percentage
ownership of Orbital,
              particularly noting if any one stockholder or group of related
party stockholders
              own a significant percentage of the total preferred stock. If any
of the preferred
              stockholders of Orbital are related parties to you or other
preferred stockholders,
              provide an analysis under ASC 810-10-25-42 through 25-44B.
                You state on page 77 of the 10-K that in addition to your CEO
and President being
              members of the board of directors of Orbital, two of your
directors affiliated with
              ARCH Venture Partners are members of the board of directors of
Orbital. Tell us
              how you considered these directors in your determination of
whether or not you are
              the primary beneficiary and whether or not these directors are
considered de facto
              agents pursuant to ASC 810-10-25-43.
                Provide us with copies of the following documents to facilitate
our analysis:
                o  License and Research Collaboration Agreement entered into
with Orbital in
                   September 2022
                o  Stock Purchase Agreement for purchase of 75.0 million shares
of Orbital
                   common stock with a fair value of $25.5 million
                o  Key governance documents for Orbital (e.g., articles of
incorporation, by-
                   laws, investor rights agreement and voting agreement) to the
extent they contain
                   information relevant to an analysis under ASC 810.

       You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202)
551-3426 if
you have questions regarding our comment.



FirstName LastNameTerry-Ann Burrell                           Sincerely,
Comapany NameBeam Therapeutics Inc.
                                                              Division of
Corporation Finance
August 22, 2023 Page 2                                        Office of Life
Sciences
FirstName LastName