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United States securities and exchange commission logo
July 20, 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
Year Ended December 31, 2022
Filed February 28,
2023
File No. 001-39208
Dear Terry-Ann Burrell:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the 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:
Reconcile your
disclosure that you received a 31.5% fully diluted equity interest in
Orbital at the time
of your initial investment and that of December 31, 2022 you hold
95.8% of its
outstanding common stock with your risk factor disclosure on page 77
whereby you state
that you hold a "minority interest" in Orbital.
Provide us with
your analysis under ASC 810 supporting your determination that you
are not the primary
beneficiary of Orbital. As part of your response, identify the
activities of
Orbital that most significantly impact its economic performance and
Terry-Ann Burrell
Beam Therapeutics Inc.
July 20, 2023
Page 2
explain how you determined that you do not have the power to
direct such activities
and therefore do not hold a controlling financial interest.
Explain how the interim management services you are providing
Orbital in addition
to your board representation factored into your analysis.
To the extent that the power is shared among the various
variable interest holders,
clarify whether there is a tie-breaking mechanism in place with
respect to key
decision making.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202)
551-
3426 with any questions.
FirstName LastNameTerry-Ann Burrell Sincerely,
Comapany NameBeam Therapeutics Inc.
Division of
Corporation Finance
July 20, 2023 Page 2 Office of Life
Sciences
FirstName LastName