United States securities and exchange commission logo

                             May 27, 2022

       Raymond Stevens
       Chief Executive Officer
       ShouTi Inc.
       611 Gateway Blvd., Suite 223
       South San Francisco, CA 94080

                                                        Re: ShouTi Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted May 13,
                                                            CIK No. 0001888886

       Dear Dr. Stevens:

             We have reviewed your amended 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

             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

       Amendment No. 1 to Draft Registration Statement filed May 13, 2022

       Our Pipeline and Programs, page 4

   1.                                                   We note the revisions
to the pipeline table in response to prior comment 10. Please revise
                                                        the table to reduce the
width of the structure-based drug discovery column so it is no
                                                        larger than the columns
for Phases 1-3. Also, please remove the unidentified second and
                                                        third generation GLP-1R
programs from your pipeline table. In this regard, we note that
                                                        you include limited
discussion of these programs in your Business section and you do not
                                                        appear to specifically
allocate any proceeds from this offering to their development.
 Raymond Stevens
ShouTi Inc.LastNameRaymond Stevens
May        NameShouTi Inc.
     27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Significant Judgments and Estimated
Ordinary Shares Valuation, page 115

2.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the initial public offering and the estimated offering price.
This information will help
         facilitate our review of your accounting for equity issuances
including stock compensation
         and beneficial conversion features. Please discuss with the staff how
to submit your
Initial Public Offering Participation Rights, page 192

3.       We note your revisions in response to prior comment 22. Once the size
of the offering is
         determined, please quantify the number of ADSs that BVF will have the
right to purchase.
16. Subsequent Events, page F-31

4.       Please quantify the amount of stock compensation expense you expect to
recognize for the
         options granted during 2022.
        You may contact Vanessa Robertson at (202) 551-3649 or Terence O'Brien
at (202) 551-
3355 if you have questions regarding comments on the financial statements and
matters. Please contact Gary Guttenberg at (202) 551-6477 or Christopher
Edwards at (202)
551-6761 with any other questions.


                                                                Division of
Corporation Finance
                                                                Office of Life
cc:      James Lu