<SEC-DOCUMENT>0000899243-21-030692.txt : 20210729
<SEC-HEADER>0000899243-21-030692.hdr.sgml : 20210729
<ACCEPTANCE-DATETIME>20210729193500
ACCESSION NUMBER:		0000899243-21-030692
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210729
FILED AS OF DATE:		20210729
DATE AS OF CHANGE:		20210729

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			HUNT RONALD
		CENTRAL INDEX KEY:			0001247851

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40693
		FILM NUMBER:		211129338

	MAIL ADDRESS:	
		STREET 1:		C/O CREDIT SUISSE 1ST BOSTON PRV EQY
		STREET 2:		11 MADISON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Rallybio Corp
		CENTRAL INDEX KEY:			0001739410
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				851083789
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		234 CHURCH STREET
		STREET 2:		SUITE 1020
		CITY:			NEW HAVEN
		STATE:			CT
		ZIP:			06510
		BUSINESS PHONE:		203- 859-3820

	MAIL ADDRESS:	
		STREET 1:		234 CHURCH STREET
		STREET 2:		SUITE 1020
		CITY:			NEW HAVEN
		STATE:			CT
		ZIP:			06510

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Rallybio Holdings, LLC
		DATE OF NAME CHANGE:	20180502
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-07-29</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001739410</issuerCik>
        <issuerName>Rallybio Corp</issuerName>
        <issuerTradingSymbol>RLYB</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001247851</rptOwnerCik>
            <rptOwnerName>HUNT RONALD</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O RALLYBIO CORPORATION</rptOwnerStreet1>
            <rptOwnerStreet2>234 CHURCH STREET, SUITE 1020</rptOwnerStreet2>
            <rptOwnerCity>NEW HAVEN</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06510</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1993911</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>New Leaf Ventures III, L.P.</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>13.00</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-07-28</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>13440</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Shares are directly held by New Leaf Ventures III, L.P. (&quot;NLV-III&quot;). New Leaf Venture Associates III, L.P. (&quot;NLVA-III LP&quot;) is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. (&quot;NLVM-III LLC) is the general partner of NLVA-III LP.  The Reporting Person is a managing director of NLVM-III LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The Reporting Person disclaims beneficial ownership of the shares held by NLV-III, except to the extent of his pecuniary interest therein, if any.</footnote>
        <footnote id="F2">The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering.</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>By: /s/ Michael Greco, Attorney-in-Fact</signatureName>
        <signatureDate>2021-07-29</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                                                      Exhibit 24

                           LIMITED POWER OF ATTORNEY

    The undersigned hereby constitutes and appoints Martin W. Mackay, Jeffrey M.
Fryer and Michael Greco, with full power of substitution, as the undersigned's
true and lawful attorney-in-fact to:

    (1) prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities Exchange Act of 1934, as amended, or
        any rule or regulation of the SEC;

    (2) execute for and on behalf of the undersigned, in the undersigned's
        capacity as officer and/or director of Rallybio Corporation (the
        "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended,
        and the rules thereunder;

    (3) do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any stock
        exchange or similar authority; and

    (4) take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of each such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by each
        such attorney-in-fact on behalf of the undersigned pursuant to this
        Power of Attorney shall be in such form and shall contain such terms and
        conditions as each such attorney-in-fact may approve in each such
        attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

                  [Remainder of page intentionally left blank]



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of July, 2021.


                                             /s/ Ronald M. Hunt
                                             ----------------------
                                             Name: Ronald M. Hunt



</PRE>
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