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United States securities and exchange commission logo
February 6, 2024
Brian Thomas, Ph.D.
Chief Executive Officer
Metagenomi, Inc.
5959 Horton Street, 7th Floor
Emeryville, CA 94608
Re: Metagenomi, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed February 5,
2024
File No. 333-276413
Dear Brian Thomas:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Use of Proceeds, page 94
1. We note that you intend
to fund continued research and development of your therapeutic
portfolio including
preclincial studies and advancement through preclinical proof-of-
concept, and at least
two IND filings for "certain" of your preclinical programs with the
proceeds from this
offering. Please clarify if the continued research and development will
be allocated evenly
across all of your programs and if you have determined which of your
preclinical programs
you will fund with the proceeds from this offering. To the extent
these programs are
known, please also revise to disclose them in your Use of Proceeds
section. If you have
not determined which preclincial programs you will fund with
proceeds from the
offering, please explain how you will determine which programs to
fund.
Please contact Jenn Do at 202-551-3743 or Angela Connell at
202-551-3426 if you have
questions regarding comments on the financial statements and related
matters. Please contact
Brian Thomas, Ph.D.
Metagenomi, Inc.
February 6, 2024
Page 2
Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
FirstName LastNameBrian Thomas, Ph.D.
Division of Corporation
Finance
Comapany NameMetagenomi, Inc.
Office of Life Sciences
February 6, 2024 Page 2
cc: Edwin M. O'Connor, Esq.
FirstName LastName