United States securities and exchange commission logo

                             May 19, 2021

       Saurabh Saha, M.D., Ph.D.
       Chief Executive Officer
       Centessa Pharmaceuticals Ltd
       3rd Floor, 1 Ashley Rd.
       Altrincham, Cheshire
       United Kingdom, WA14 2DT

                                                        Re: Centessa
Pharmaceuticals Ltd
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed May 12, 2021
                                                            File No. 333-255393

       Dear Dr. Saha:

             We have reviewed your amended registration statement and have the
       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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment 1 to Form S-1 filed on May 12, 2021

       Dilution, page 107

   1.                                                   Please revise to
disclose that your net tangible book value and pro forma net tangible book
                                                        value as of March 31,
2021 was calculated as your total assets less deferred offering
                                                        costs less your total
 Saurabh Saha, M.D., Ph.D.
Centessa Pharmaceuticals Ltd
May 19, 2021
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations for the Three
Ended March 31, 2021, page 113

2.    Please tell us and revise your filing to disclose what the other acquired
entities column
      represents and for what period. It appears that this represents the
January 1 through
      January 29 time period for the other acquired entities.
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies
Share-based compensation, page 156

3.    Please include an updated discussion regarding how you determined the
fair value of your
      ordinary shares prior to the IPO similar to that provided in your
response with regards to
      the valuation of your equity-based awards. Within this discussion, please
include the table
      that summarizes by grant date the number of shares subject to options
granted between
      January 25, 2021 and through the date of your IPO.
4.    We note your response to comment 22 from our letter dated April 13, 2021.
Given the
      significance of the increase between your April 12, 2021 common shares
valuation and
      the mid-point of the preliminary price range in such a short period of
time, please address
      the following

             In your April 2021 valuation, please explain to us in more detail
how you
           selected the probability weighting of the IPO scenario considering
you filed publicly
           on April 21, 2021.
             Explain to us why it is valid to keep the same probability
weighting of the IPO
           scenario in the options granted on May 7, 2021 as those granted in
April 2021.
             Tell us your consideration for reassessing the fair value of your
common shares
           underlying the options granted on May 7, 2021 considering the
proximity of such
           grants to your IPO and the factors outlined above.

       You may contact Tara Harkins at 202-551-3639 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Joe McCann at 202-551-6262 with any other

FirstName LastNameSaurabh Saha, M.D., Ph.D.
                                                            Division of
Corporation Finance
Comapany NameCentessa Pharmaceuticals Ltd
                                                            Office of Life
May 19, 2021 Page 2
cc:       Edwin O   Connor - Goodwin Procter LLP
FirstName LastName