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                                December 3, 2020

       Jay Short, Ph.D.
       Chairman and Chief Executive Officer
       BioAtla, Inc.
       11085 Torreyana Road
       San Diego, CA 92121

                                                        Re: BioAtla, Inc.
                                                            Form S-1
                                                            Filed on November
13, 2020
                                                            File No.
333-2500093

       Dear Dr. Short:

              We have reviewed your 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 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
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed November 13, 2020

       LLC Conversion, page 82

   1.                                                   We note your response
to comment 82 and clarify that a diagram depicting the
                                                        transactions resulting
in the single legal entity will assist the reader in understanding the
                                                        series of transactions.
       BA3011 Phase 1 clinical trial
       Antitumor Activity, page 135

   2.                                                   We note your revised
disclosure in response to prior comment 7. Please expand your
                                                        disclosure to discuss
your results in terms of the clinical endpoints described on page
                                                        135. Please also
disclose whether any of the results related to antitumor activity were
                                                        considered
statistically significant. Please include similar disclosure for BA3021.
 Jay Short, Ph.D.
FirstName  LastNameJay Short, Ph.D.
BioAtla, Inc.
Comapany3,
December    NameBioAtla,
              2020        Inc.
December
Page 2     3, 2020 Page 2
FirstName LastName
Safety, page 140

3.       We note your revised disclosure in response to prior comment 20,
including SAEs
         observed in patients receiving the Phase 2 dose level and the 2.4
mg/kg Q3W does level.
         We also note your disclosure on page 134 that patients were enrolled
into 9 dose cohorts.
         Please revise your disclosure to clarify whether any SAEs were
observed in any of the
         other dose cohorts.
Bispecific candidates, page 154

4.       We note your response to prior comment 5 and your revised disclosure
regarding the
         EpCAM x CD3 bispecific candidates. Please revise your disclosure to
include a
         description of preclinical studies or other development activities
conducted for
         BA3142, EGFR x CD3 or Nectin-4 x CD3 bispecific antibody product
candidates.
         Alternatively, please remove any programs that are not material from
your pipeline table.
Global Co-Development and Collaboration Agreement with BeiGene, Ltd., page 156

5.       Please disclose the royalty term under the Global Co-Development and
Collaboration
         Agreement with BeiGene.
Amended and Restated Exclusive Rights Agreement with Himalaya Therapeutics
SEZC, page
157

6.       Please revise your disclosure to clarify the nature of the rights
granted to Himalaya
         Therapeutics SEZC. We also note your disclosure that payments to the
Company may
         include upfront payments, milestone payments and double-digit
royalties. Please disclose
         the amounts paid to date, aggregate future potential milestone
payments to be received,
         and the royalty term.
Exclusive License Agreement with BioAtla Holdings, LLC, page 157

7.       Please revise your disclosure to describe the nature of the rights
granted to BioAtla LLC.
         Please also describe any obligations of BioAtla under the agreement.
For example, will
         BioAtla owe any potential future milestone or royalty payments in
connection with the
         rights granted. With respect to your option to acquire the ACT
preparations and ACT
         treatments, please expand your disclosure to describe the nature of
the rights you may
         acquire. Please also disclose the term of the royalty under your
option.
Exclusive License Agreement with Inversagen, page 157

8.       Please revise your disclosure to clarify the nature of the rights
acquired by Inversagen. For
         example, did the Company grant a worldwide exclusive license to
develop and
         commercialize the antibodies. We also note your disclosure that
Inversagen will pay you
         milestone payments and royalties. Please disclose the aggregate future
potential milestone
         payments to be received. Please also disclose the royalty rates or
range and the royalty
 Jay Short, Ph.D.
FirstName  LastNameJay Short, Ph.D.
BioAtla, Inc.
Comapany3,
December    NameBioAtla,
              2020        Inc.
December
Page 3     3, 2020 Page 3
FirstName LastName
         term. With respect to your option to acquire rights to the
immuno-oncology antibody
         please specify the nature of those rights and disclose the royalty
term referenced.
Notes to the Financial Statements
1. Organization and summary of significant accounting policies, page F-8

9.       We note your response to comments 14 and 27 and revised disclosure.
Regardingthe
         March 2019 Division, please address the following:

                When describing the "exceptions" related to the operating
agreement and capital
              structure between the companies, please identify, in revised
disclosure, which of the
              three "Post-Division LLC's" you are referring to as the
"Post-Division Successor". In
              this regard, it would appear from your disclosure here that the
"Post-Division
              Successor" is the new legal entity named BioAtla, LLC rather than
BioAtla Holdings,
              LLC.


                and
                Your response to comment 12 indicates that prior to July 2020,
you had two
              consolidated subsidiaries, Himalaya Therapeutics SEZC and its
wholly owned
              subsidiary Himalaya Therapeutics HK Limited. Please clarify
whether these entities
              existed at the time of the March 2019 Division. If so, please
include a discussion of
              these subsidiaries under the 'Organization' and "LLC Division'
headers in this
              footnote as applicable.
10.      Please help us better understand and further clarify your disclosures
related to the series
         of transactions that took place as part of your Corporate
Reorganization. Please
         clarify in your disclosure that Himalaya Parent, LLC became the parent
to BioAtla, LLC
         after it was merged into BioAtla MergerSub LLC, with BioAtla, LLC
surviving, if true. If
         this is not a true statement, please clarify. Also, clarify how you
subsequently separated
         from Himalaya Parent, LLC. Providing us a diagram of your organization
from the Pre-
         Division Predecessor to the "Division" and lastly, the corporate
reorganization.

11.      Please tell us how your equity accounts reflect compliance with SAB
Topic 4B relating to
         undistributed earnings or losses of the limited liability company for
periods prior to
         becoming a taxable corporation.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Jay Short, Ph.D.
BioAtla, Inc.
December 3, 2020
Page 4

       You may contact Nudrat Salik at 202-551-3692 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Suzanne Hayes at 202-551-3675 with
any other
questions.



FirstName LastNameJay Short, Ph.D.                       Sincerely,
Comapany NameBioAtla, Inc.
                                                         Division of
Corporation Finance
December 3, 2020 Page 4                                  Office of Life
Sciences
FirstName LastName