November 16, 2022
Via EDGAR Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Omega Therapeutics, Inc. |
Registration Statement on Form S-3
Filed November 8, 2022
Registration No. 333-268254
To whom it may concern:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on November 18, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Omega Therapeutics, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Wesley Holmes of Latham & Watkins LLP, counsel to the Company, at (617) 948-6027, or in his absence, Jennifer Yoon at (617) 880-4540, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
| Sincerely yours, | ||
| Omega Therapeutics, Inc. | ||
| By: | /s/ Mahesh Karande | |
| Mahesh Karande | ||
| President and Chief Executive Officer | ||
| cc: | Joshua Reed, Chief Financial Officer, Omega Therapeutics, Inc. |
Ling Zeng, Esq., Chief Legal and Administrative Officer, Omega Therapeutics, Inc.
Wesley Holmes, Esq., Latham & Watkins LLP
Peter Handrinos, Esq., Latham & Watkins LLP