SEC Comment Letter 0000000000-23-012663 to Korro Bio, Inc. (KRRO) (CIK 0001703647) (KRRO)
Korro Bio, Inc. (KRRO) (CIK 0001703647)
Date: Nov. 17, 2023 · CIK: 0001703647 · Accession: 0000000000-23-012663
AI Filing Summary & Sentiment
File numbers found in text: 333-275353
Letter
United States securities and exchange commission logo November 17, 2023 Ram Aiyar Chief Executive Officer Korro Bio, Inc. One Kendall Square, Building 600-700, Suite 6-401 Cambridge, MA 02139 Re:Korro Bio, Inc. Registration Statement on Form S-3 Filed November 6, 2023 File No. 333-275353 Dear Ram Aiyar: We have conducted a limited review of your 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. Registration Statement on Form S-3 General 1.We note that on November 3, 2023, Korro Bio, Inc completed its merger with Frequency Therapeutics Inc. Based on your public filings, we note that the business of the combined company is the business of Korro Bio and that you do expect to conduct any further development of Frequency Therapeutics' legacy programs. We further note that Frequency Therapeutics' executives resigned in connection with the closing and that you granted Frequency Therapeutics' stockholders of record with a non-transferrable contingent value right relating to the disposition or monetization of Frequency Therapeutics' MS Program. Given these circumstances, please tell us your basis for registering this transaction on Form S-3. See Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose Acquisition Companies, Shell Companies, and Projections, Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text.
FirstName LastNameRam Aiyar Comapany NameKorro Bio, Inc. November 17, 2023 Page 2 FirstName LastName Ram Aiyar Korro Bio, Inc. November 17, 2023 Page 2 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. Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Daniel Hughes, Esq.
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United States securities and exchange commission logo
November 17, 2023
Ram Aiyar
Chief Executive Officer
Korro Bio, Inc.
One Kendall Square, Building 600-700, Suite 6-401
Cambridge, MA 02139
Re:Korro Bio, Inc.
Registration Statement on Form S-3
Filed November 6, 2023
File No. 333-275353
Dear Ram Aiyar:
We have conducted a limited review of your 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.
Registration Statement on Form S-3
General
1.We note that on November 3, 2023, Korro Bio, Inc completed its merger with Frequency
Therapeutics Inc. Based on your public filings, we note that the business of the combined
company is the business of Korro Bio and that you do expect to conduct any further
development of Frequency Therapeutics' legacy programs. We further note that Frequency
Therapeutics' executives resigned in connection with the closing and that you granted
Frequency Therapeutics' stockholders of record with a non-transferrable contingent value
right relating to the disposition or monetization of Frequency Therapeutics' MS
Program. Given these circumstances, please tell us your basis for registering this
transaction on Form S-3. See Use of Form S-8, Form 8-K, and Form 20-F by Shell
Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose
Acquisition Companies, Shell Companies, and Projections, Release No. 33-11048 (March
30, 2022) at n. 239 and accompanying text.
FirstName LastNameRam Aiyar
Comapany NameKorro Bio, Inc.
November 17, 2023 Page 2
FirstName LastName
Ram Aiyar
Korro Bio, Inc.
November 17, 2023
Page 2
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.
Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel Hughes, Esq.