Scholar Rock Holding Corporation
301 Binney Street
Cambridge, MA 02142
November 22, 2022
Via EDGAR Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
|Re:||Scholar Rock Holding Corporation: Registration Statement on Form S-3 filed November 14, 2022 (File No 333-268329)|
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Scholar Rock Holding Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 25, 2022 at 4:45 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
If you have any questions regarding this request, please contact Laurie Burlingame of Goodwin Procter LLP at (617) 570-1879.
|Scholar Rock Holding Corporation|
|/s/ Jay T. Backstrom|
|Jay T. Backstrom|
|President and Chief Executive Officer|
|cc:||Edward H. Myles, Scholar Rock Holding Corporation|
|Junlin Ho, Scholar Rock Holding Corporation|
|Kingsley L. Taft, Esq., Goodwin Procter LLP|
|Laurie Burlingame, Esq., Goodwin Procter LLP|