0000950123-22-006790 RW 1 20220603 20220603 Stealth BioTherapeutics Corp 0001696396 2834 000000000 E9 1231 RW NE 333-258533 22992912 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 617-600-6888 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 RW 1 mito-corresp.htm RW Stealth Biotherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way, Camana Bay Grand Cayman KY1-9005 Cayman Islands VIA EDGAR June 3, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Stealth Biotherapeutics Corp Registration Statement on Form F-1 (File No. 333-258533) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Stealth Biotherapeutics Corp, a Cayman Islands exempted company (the “Company”), hereby applies for the immediate withdrawal of the above-referenced Registration Statement on Form F-1, which was originally filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2021, together with all exhibits thereto (the “Registration Statement”). The Registration Statement was filed in connection with the proposed public offering by the Company of its American Depositary Shares, each representing 12 ordinary shares, $0.0003 nominal or par value per share, which the Company has determined not to pursue at this time. The Registration Statement has not been declared effective by the Commission. The Company confirms that it has not sold any securities pursuant to the Registration Statement. The Company hereby requests an order granting the withdrawal of the Registration Statement to be issued by the Commission as soon as possible. Please provide a copy of the order granting withdrawal of the Registration Statement to the Chief Executive Officer at Stealth Biotherapeutics Corp, Attention: Irene P. McCarthy, 140 Kendrick Street, Needham, MA 02494, or by email at Reenie.McCarthy@stealthbt.com, with a copy to the Company’s counsel, Wilmer Cutler Pickering Hale and Dorr LLP, Attention: Rosemary G. Reilly, 60 State Street, Boston, MA 02109, or by email at rosemary.reilly@wilmerhale.com. The Company requests that, in accordance with Rule 457(p) promulgated under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account for future use. Please do not hesitate to call the undersigned at (617) 600-6888 or Rosemary G. Reilly of Wilmer Cutler Pickering Hale and Dorr LLP at (617) 526-6633 with any questions you may have regarding this matter. Very truly yours, Stealth Biotherapeutics Corp By: /s/ Irene P. McCarthy Irene P. McCarthy Chief Executive Officer -------------------------------------------------------------------------------- cc: Rosemary G. Reilly, Wilmer Cutler Pickering Hale and Dorr LLP ACTIVEUS 193834778