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                              June 10, 2020

       Peter Kolchinsky
       Chief Executive Officer
       Therapeutics Acquisition Corp.
       200 Berkeley Street
       18th Floor
       Boston, MA 02116

                                                        Re: Therapeutics
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 14,
2020
                                                            CIK No. 0001811764

       Dear Mr. Kolchinsky:

              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.

       Confidential Form S-1

       Summary
       Initial Business Combination, page 5

   1.                                                   We note the disclosure
that NASDAQ rules require that the initial business combination
                                                        have an aggregate fair
market value of at least 80% of the value of the assets held in the
                                                        trust account. We also
note the risk factor on page 60 that NASDAQ may delist your
                                                        securities from trading
on its exchange. Please revise the disclosure throughout the
                                                        prospectus to clarify,
if true, that the 80% test would no longer apply if you are delisted
                                                        from Nasdaq and add
appropriate risk factor disclosure.
 Peter Kolchinsky
Therapeutics Acquisition Corp.
June 10, 2020
Page 2
Risk Factors, page 36

2.       Please include risk factor disclosure that you may redeem unexpired
warrants at a time
         that is disadvantageous to holders, or even though a holder fails to
receive notice of
         redemption, which may force holders to exercise or sell warrants when
they might
         otherwise wish to hold them, or to receive the nominal redemption
price which is likely to
         be substantially less than the market value of the warrants. In
addition, if you can call
         warrants for redemption even when they are not exercisable, for
example, when the
         underlying shares have not been registered or exempt under state law,
please describe this
         in a risk factor disclosing the risk that redemption could force
holders to receive only the
         nominal redemption price, which would likely be substantially less
than the market value
         of the warrant.
If we seek stockholder approval of our business combination ..., page 42

3.       Please reconcile disclosure in this risk factor with disclosure
elsewhere in your filing as to
         the limitation on the percentage of shares, 20% or 15%, that holders
or groups of holders
         may redeem if you seek stockholder approval of your initial business
combination.
Manner of conducting redemptions, page 90

4.       Please reconcile disclosures on pages 26 and 90, and in the risk
factor entitled "A public
         stockholder who fails to vote . . ." on page 57 as to whether public
stockholders that do
         not vote for or against a proposed business combination will be
entitled to redeem their
         shares.
Principal stockholders, page 113

5.       We note your disclosure that immediately after the offering, your
sponsor will beneficially
         own 20% of the common stock and will have the right to elect all
directors prior to the
         initial business combination. Please explain how the sponsor will be
able to elect all
         directors between the time of this offering and a business
combination. In this regard, we
         note disclosure in the section entitled "Voting rights" on page 19 and
on page 119 of your
         filing that you are required by Delaware law to hold an annual meeting
of stockholders to
         elect directors and that in any matter submitted to a vote, holders of
the public shares and
         the founder shares (or Class A and Class B shares) will vote together
as a single class.
6.     If the sponsor will have the right to elect all directors such that you
will qualify as a
       controlled company under Nasdaq's corporate governance rules prior to
the initial
       business combination, please disclose this and indicate whether you
intend to rely on any
FirstName LastNamePeter Kolchinsky
       exemptions from the corporate governance rules that are available to a
controlled
Comapany NameTherapeutics also include Corp.
       company. If so, please Acquisition appropriate risk factors discussing
the implications of
June 10, 2020 Page 2 as a controlled company.
       the exemptions
FirstName LastName
 Peter Kolchinsky
FirstName LastNamePeter Kolchinsky
Therapeutics Acquisition Corp.
Comapany NameTherapeutics Acquisition Corp.
June 10, 2020
Page 3
June 10, 2020 Page 3
FirstName LastName
Redemption of Public Stockholders' Warrants for Cash, page 123

7.       We note disclosure that you may call warrants for cash redemption once
the warrants
         become exercisable, even if you are unable to register or qualify the
underlying securities
         for sale under applicable state securities laws. Please reconcile this
with the statement on
         page 122 that no warrant will be exercisable unless the shares
underlying the
         warrant have been registered, qualified or deemed to be exempt under
applicable state
         securities laws.
Redemption of Public Stockholders' Warrants for shares of Class A Common Stock,
page 124

8.       Please clarify how you will determine the number of shares to be
issued to non-exercising
         warrant holders, if any, upon redemption of their warrants at a value
of $0.10 per share.
9.       Please clarify, if true, that the numbers of shares issuable upon
exercise of warrants during
         the notice period for a redemption for shares of Class A common stock,
as shown in the
         table on page 125, are net of the warrant exercise price, and that the
exercise of any
         warrant during this period will be done on a cashless basis.
10.      On page 126, you state that if you redeem the warrants when the shares
of Class A
         common stock are trading below the exercise price, warrant holders
could receive fewer
         shares of Class A common stock that they would have received "if they
had chosen to
         wait to exercise their warrants . . ." Please explain what rights
warrant holders have to
         "wait to exercise" their warrants once you have elected to redeem
them, or revise to
         remove the implication that they could do so.
Redemption Procedures and Cashless Exercise, page 126

11.      Please clarify, if true, that the cashless exercise procedure you
describe in this section
         applies only in connection with redemptions for cash (when the market
value of your
         common stock is at least $18 per share), described on page 123, rather
than redemptions
         for shares of Class A Common Stock. We understand that the number of
shares to be
         issued upon the exercise of warrants in connection with a redemption
for Class A
         Common Stock is determined with reference to the table on page 125,
rather than the
         formula described in this section.
       You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
 Peter Kolchinsky
Therapeutics Acquisition Corp.
FirstName LastNamePeter Kolchinsky
June 10, 2020
Comapany NameTherapeutics Acquisition Corp.
Page 4
June 10, 2020 Page 4
cc:       Dan Espinoza, Esq.
FirstName LastName