SpyGlass Pharma, Inc.

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact contained in this prospectus, including statements regarding our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans, or intentions relating to product candidates and markets and business trends are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, “aim” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

nthe likelihood of our clinical trials demonstrating safety and efficacy of our product candidates, and other positive results;

nthe timing, progress and results of our ongoing and planned clinical trials for our current product candidates, including statements regarding enrollment, the timing of completion of trials, and the reporting of data from our current trials, as well as the timing, progress and results of our current and future preclinical studies;

nour plans relating to the clinical development of our product candidates, including the size, number and areas to be evaluated;

nour estimates regarding the total addressable market for our product candidates;

nour competitive position and the success of competing products that are or may become available;

nthe rate and degree of market acceptance by physicians, surgeons and patients, including the perceived clinical utility of our current product candidates and other product candidates we may develop;

nthe need to hire additional personnel and our ability to attract and retain such personnel;

nthe timing, scope and likelihood of regulatory filings and approvals for our current product candidates;

nour ability to obtain and maintain regulatory approval of our product candidates, including the BIM-IOL System;

nour expectations regarding third-party coverage, reimbursement policies and pricing regulations applicable to our product candidates, if approved;

nour plans relating to the further development and manufacturing of our product candidates and any future product candidates;

nthe impact of existing laws and regulations and regulatory developments in the United States and other jurisdictions;

nour ability to maintain compliance with our license agreement with the Regents of the University of Colorado, including efforts to meet the development and commercial milestones thereunder, and otherwise maintain our intellectual property rights thereunder;

nour intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our current product candidates;

nour continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials and commercialization of our product candidates, if approved;

nthe accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

nour financial performance;

nthe period over which we estimate our existing cash and cash equivalents and short-term investments will be sufficient to fund our future operating expenses and capital expenditure requirements;

nour expectations regarding the period during which we will remain an emerging growth company and smaller reporting company under the JOBS Act;

nremediating the material weakness in our internal control over financial reporting; and

nour anticipated use of the proceeds from this offering.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.