J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
BMO Capital Markets Corp.
151 West 42nd Street, 32nd Floor
New York, New York 10036
February 6, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Jenna Do |
Angela Connell
Tyler Howes
Suzanne Hayes
| Re: | Metagenomi, Inc. |
Registration Statement on Form S-1 (File No. 333-276413)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Metagenomi, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 p.m. Eastern time on February 8, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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| Very truly yours, | ||||
| J.P. MORGAN SECURITIES LLC | ||||
| JEFFERIES LLC | ||||
| COWEN AND COMPANY, LLC | ||||
| WELLS FARGO SECURITIES, LLC | ||||
| BMO CAPITAL MARKETS CORP. | ||||
| As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement | ||||
| J.P. MORGAN SECURITIES LLC | ||||
| By: | /s/ Benjamin Burdett | |||
| Name: | Benjamin Burdett | |||
| Title: | Managing Director, Head of Healthcare ECM | |||
| JEFFERIES LLC | ||||
| By: | /s/ Brian Czyzewski | |||
| Name: | Brian Czyzewski | |||
| Title: | Managing Director | |||
| COWEN AND COMPANY, LLC | ||||
| By: | /s/ Bill Follis | |||
| Name: | Bill Follis | |||
| Title: | Managing Director | |||
| WELLS FARGO SECURITIES LLC | ||||
| By: | /s/ David Bohn | |||
| Name: | David Bohn | |||
| Title: | Managing Director | |||
| BMO CAPITAL MARKETS CORP. | ||||
| By: | /s/ Marc Ogborn | |||
| Name: | Marc Ogborn | |||
| Title: | Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]