United States securities and exchange commission logo

                               December 3, 2021

       Eric Easom
       Chief Executive Officer
       AN2 Therapeutics, Inc.
       1800 El Camino Real, Suite D
       Menlo Park, CA 94027

                                                        Re: AN2 Therapeutics,
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted November
19, 2021
                                                            CIK No. 0001880438

       Dear Mr. Easom:

             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 submitted
November 19, 2021

       Prospectus Summary
       Our Solution: Epetraborole, page 3

   1.                                                   We note your response
and revisions related to prior comment 1. Please also balance your
                                                        disclosure in this
section with discussion of three clinical trials that were terminated as a
                                                        result of clinical
resistance, as referenced on pages 106-107. Please also briefly explain
                                                        clinical resistance in
the summary.
 Eric Easom
FirstName LastNameEric
AN2 Therapeutics, Inc. Easom
December  NameAN2
             2021    Therapeutics, Inc.
Page 2    3, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies, Significant Judgments and Use of Estimates
Stock-Based Compensation
Common Stock Valuations, page 85

2.       Please refer to prior comment 13. Your revised disclosure addresses
the specific
         methodology and key assumptions used to determine the fair value of
your common stock.
         Please revise to explain how you determined the enterprise value,
which as you state on
         page 85, is allocated across classes and series of capital stock to
determine the estimated
         fair value of common stock at each valuation date. Please also
disclose the nature of the
         assumptions used in determining the enterprise value.
Prior Clinical Experience with Epetraborole, page 106

3.       We note that you added disclosure stating the observations of clinical
resistance were
         similar to those for rifampicin. It is inappropriate to imply that you
are likely to achieve
         similar results. Please revise your disclosure accordingly.
Adjuvant Global Health Agreement, page 115

4.       We note your response to prior comment 17. You state on page 115
         that given "substantially all NTM development activities, including
toxicology studies,
         clinical trials and manufacturing, overlap with tuberculosis and
melioidosis development
         activities, we believe the risk of repayment related to any future
potential investment is
         low." Please revise this statement in light of the fact that
regulatory strategies, product
         registration, and seeking funding from governmental grants and other
granting sources
         may not overlap with NTM activities.
License Agreement with Anacor Pharmaceuticals, Inc. , page 116

5.       We note your response to prior comment 18. Please clarify, if true,
that you sublicense to
         Brii Biosciences Limited intellectual property licensed from Anacor
         Ensure that your revisions clarify the circumstances under which a
breach of your
         agreement by Brii Biosciences could result in a breach of your
agreement with Anacor
 Eric Easom
AN2 Therapeutics, Inc.
December 3, 2021
Page 3

       You may contact Franklin Wyman at 202-551-3660 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Gary Guttenberg at 202-551-6477 or Christine Westbrook at 202-551-5019
with any
other questions.

FirstName LastNameEric Easom
                                                          Division of
Corporation Finance
Comapany NameAN2 Therapeutics, Inc.
                                                          Office of Life
December 3, 2021 Page 3
cc:       Josh Seidenfeld, Esq.
FirstName LastName