United States securities and exchange commission logo

                             May 19, 2021

       Martin Lehr
       Chief Executive Officer
       Context Therapeutics LLC
       3675 Market Street, Suite 200
       Philadelphia, PA 19104

                                                        Re: Context
Therapeutics LLC
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted April 30,
                                                            CIK No. 0001842952

       Dear Mr. Lehr:

             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 on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your revisions
in response to prior comment 2. Please revise the pipeline table
                                                        on page 2 to remove the
two Phase 0 trials. We will not object to a narrative discussion of
                                                        such trials below the
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Critical Accounting Policies, page 66

   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
 Martin Lehr
Context Therapeutics LLC
May 19, 2021
Page 2
      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. Further, please revise your table on
page 67 to address
      the options granted after March 31, 2021. Please discuss with the staff
how to submit
      your response.
Our Collaboration and License Agreements, page 95

3.    We note your disclosure that Integral will be eligible to receive
development, regulatory
      and sales milestone payments. Please revise to disclose the aggregate
future potential
      milestone payments you may be required to pay Integral. Also, please
revise your
      disclosure so that the royalties on net sales are within a ten percent
range. In this regard,
      we note that your disclosure currently states that the royalties will
range from the    high-
      single-digit    to    the    low-double-digit percent,    which could
represent a range greater
      than ten percent. Please also revise to provide similar disclosure
concerning the potential
      milestone and royalty payments under the Tyligand agreement.
Choice of Forum, page 126

4.    We note that your revised risk factor disclosure, as well as your
disclosure on page 126,
      does not indicate whether the forum provision applies to Exchange Act
claims. In
      addition, the risk factor disclosure on page 15 appears to indicate that
the provision is
      limited to state law actions while the disclosure on page 126 indicates
that the provision
      applies to Securities Act claims. Please advise and revise to provide
greater certainty
      regarding the scope of the provision and the risks to shareholders
stemming from the
        You may contact Gary Newberry at (202) 551-3761 or Kevin Vaughn at
(202) 551- 3494
if you have questions regarding comments on the financial statements and
related matters. Please
contact Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any

FirstName LastNameMartin Lehr
                                                             Division of
Corporation Finance
Comapany NameContext Therapeutics LLC
                                                             Office of Life
May 19, 2021 Page 2
cc:       Ben A. Stacke
FirstName LastName