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CORRESP

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August 31, 2023

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Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention:
     Cindy Polynice

 Alan Campbell

Sasha Parikh

 Mary Mast

Re:
 Frequency Therapeutics, Inc.

Registration Statement on Form S-4

Filed July 27, 2023

File No. 333-273490

Ladies and Gentlemen:

 On behalf of Frequency
Therapeutics, Inc., a Delaware corporation (the “Company”), we are providing this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated August 23, 2023 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-4, as filed on
July 27, 2023 (the “Registration Statement”).

 In connection with this letter responding to the Comment
Letter the Company is concurrently filing Amendment No. 1 to the Company’s Registration Statement on Form S-4 (“Amendment No. 1”), which
reflects certain revisions to the Registration Statement in response to the Comment Letter as well as certain other changes.

 For ease of
review, we have set forth below each of the numbered comments of the Comment Letter in bold type, followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in
Amendment No. 1 and all references to page numbers in such responses are to page numbers in Amendment No. 1.

 August 31, 2023

Page 2

 Registration Statement on Form S-4 filed July 27,
2023

 Questions and Answers, page 2

1.
 Please revise this section, where appropriate, as well as the Prospectus Summary, to disclose
Frequency’s net cash as of the most recent practicable date and to describe and quantify the factors that could affect Frequency’s net cash between this date and the closing date of the Merger.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2 and 19 of Amendment
No. 1.

2.
 Please revise this section, where appropriate, to briefly and clearly reflect your disclosure elsewhere in
the proxy statement/prospectus that the combined company will pursue the business of Korro Bio while attempting to sell the assets related to Frequency’s current business.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 2 of Amendment
No. 1.

3.
 Please revise this section, where appropriate, to include the ownership of the combined company on a
fully-diluted basis.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
the disclosure on page 2 of Amendment No. 1.

4.
 Please revise this section, where appropriate, as well as the Prospectus Summary, to disclose the material
terms of the Pre-Closing Financing.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 27 of Amendment No. 1.

 Q: What are the CVRs
being issued to Frequency stockholders?, page 4

5.
 Please revise the response to this question, as well as your disclosure on page 214, to disclose the fees
payable to the Rights Agent, when those fees will be paid and the party responsible for paying the fees.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 217 of Amendment
No. 1.

 Prospectus Summary

 Korro
Bio, Inc., page 13

6.
 Your discussion of Korro Bio should present a balanced view of the company and its current stage of
development. Please revise your Prospectus Summary to include a more balanced discussion of Korro Bio. Your discussion of Korro Bio’s strengths and benefits

 2

 August 31, 2023

Page 3

should be balanced with equally prominent disclosure of weaknesses and challenges. By way of example only:

•

 Reflect your disclosure on page 100 that the risk of failure of Korro Bio’s programs is high.

•

 Reflect your disclosure on page 101 that Korro Bio is uncertain regarding the delivery of product candidates
to target tissues, the level of editing efficiency required for disease impact, its ability to achieve pharmacological activity in humans and the safety of its edits.

•

 Clarify that it will be “many years” before Korro Bio commercializes a product candidate, if ever.

•

 Reflect your disclosure on pages 103 and 116 that RNA editing is a novel technology that is not yet clinically
validated for human therapeutic use, Korro Bio is not aware of any clinical trials for safety or efficacy having been completed by any third party using RNA editing and that no gene editing therapeutic product has been approved in the U.S. or
Europe.

•

 Reflect your disclosure on page 108 that the feasibility of developing product candidates using Korro
Bio’s approach is preliminary and limited.

•

 Reflect your disclosure on page 115 that regulators have not yet established any definitive guidelines related
to overall development considerations for oligonucleotide drugs.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 15, 17, 18, 285, 287, 288, 289, 291, 293, 296, 300, 316, and 352 of Amendment No. 1.

7.
 We note your statements regarding Korro Bio’s performance (e.g. Korro Bio’s programs “harness
the body’s natural RNA editing process to effect a precise yet transient single base edit”, “Korro Bio can edit the transcriptome with high efficiency and specificity”, etc.). Please revise throughout this section and the section
titled “Korro Bio’s Business” to clarify, if true, that the performance claims related to Korro Bio and its technology have only been observed in preclinical studies and that Korro Bio has yet to submit an IND to the FDA or commence a
clinical trial. Your clarifying disclosure should be equally as prominent as the performance claims.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 19 and 289 of Amendment
No. 1.

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 August 31, 2023

Page 4

8.
 We note in your disclosure you state “Korro Bio’s AATD product candidate is a proprietary
oligonucleotide that utilizes an established lipid nanoparticle, or LNP, based delivery system administered intravenously to transiently restore production of normal A1AT in liver hepatocytes.” Please revise to disclose whether this product
candidate delivery system has been finalized and to reflect your disclosure on page 109 that LNPs have not been clinically proven to deliver oligonucleotides for RNA editing.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 17, 287, and 296 of
Amendment No. 1.

9.
 We note your references here and throughout to Korro Bio’s “life changing” medicines and
claims that Korro Bio’s product candidates have the potential to “establish a new standard of care.” These characterizations appears to be premature given Korro Bio’s current stage of development. Please remove them.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 15, 17, 285, 287, 289, 299 and 350 of Amendment No. 1.

10.
 Please revise here and throughout to provide the basis for your claim that Korro Bio has assembled the
“preeminent suite of technologies and capabilities” to build its OPERA platform.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 15, 285 and 293 of Amendment No. 1.

11.
 Please revise here and throughout to provide the basis for your claim that Korro Bio’s approach can
repair pathogenic SNVs, engineer de novo SNVs and change amino acids on proteins to endow them with desired properties while preserving their broader functional capabilities.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 16, 286 and 350 of
Amendment No. 1 to indicate that Korro Bio’s AATD program and Parkinson’s Disease program support the claim that Korro Bio’s approach can repair pathogenic SNVs, and Korro Bio’s sAH, ALS and Pain programs can engineer de
novo SNVs and change amino acids on proteins to endow them with desired properties while preserving their broader functional capabilities.

Supplementally, the Company advises the Staff that SNVs have been implicated in a number of diseases to affect the function of genes and their
associated downstream biochemical pathways. These diseases include AATD, sAH, ALS and subsets of pain. Specifically, the pathogenicity of AATD is caused by a G-to-A
mutation at the E342 location in the SERPINA1 gene. This mutation can lead to Z-A1AT in circulation (as disclosed on pages 17, 287-288, 297, and 299-302 of Amendment No. 1). Korro Bio has conducted preclinical studies in the PiZ mouse model (a humanized mouse model that expresses the human SERPINA1 gene), where, using its product candidates, has
demonstrated that it could repair the SNV and create a normal variant of the protein (M-A1AT) that could be detected in circulation (as disclosed in Figure 14 and on pages
305-306 of Amendment No. 1). Moreover, Korro Bio has shown the level of repaired normal M-A1AT subsequently expressed reduced liver aggregates found to be causal
for the disease (as disclosed in Figure 15 and on pages 306-307 of Amendment No. 1).

 4

 August 31, 2023

Page 5

 The Company further supplementally advises the Staff that Korro Bio’s ability to
engineer de novo SNVs is exemplified by its sAH program. As disclosed in Figures 20 and 21 and on pages 311-312 of Amendment No. 1, Korro Bio has created a de novo mutation in RNA encoding a transcription factor present intracellularly
within liver cells. As disclosed, Korro Bio has demonstrated that by selectively modifying a single amino acid—a de novo mutation – it created a protein variant that:

•

 disrupts the binding of a transcription factor with its inhibitor, preventing the degradation of that
transcription factor (Figure 20 on page 311 of Amendment No. 1),

•

 despite not binding to the inhibitor, the transcription factor is still able to increase expression of downstream
genes (Figures 21 and 22 on page 312 of Amendment No. 1), and

•

 demonstrates activity in preclinical models of sAH (Figure 23 on page 313 of Amendment No. 1).

 Korro Bio’s Pipeline, page 15

12.
 Please revise your pipeline chart here and on page 284 to ensure that the Phase 1, Phase 2 and Phase 3
columns are at least as wide as each of the other columns in the chart.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 17, 287 and 296 of Amendment No. 1.

13.
 Your disclosure indicates that Korro Bio will need to complete additional preclinical work before it submits
an IND for its AATD product candidate. Please shorten the AATD pipeline arrow here and on page 284 accordingly.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 17, 287 and 296 of
Amendment No. 1.

14.
 We note that you have included multiple rows in your pipeline chart for programs that are minimally
discussed in the prospectus and for which Korro Bio has yet to identify a product candidate. Please remove these programs from the chart. Alternatively, please provide us with an analysis as to why each of these programs is sufficiently material to
the business of the combined company as to merit inclusion in the pipeline chart.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the pipeline chart on pages 17, 287 and 296 of Amendment No. 1 to remove one of the undisclosed targets from the graphic. However, the Company believes that the remaining
indications are important to include in Korro Bio’s pipeline table because they support the potential breadth and versatility of Korro Bio’s RNA editing technology and OPERA platform. The Company believes the strength of Korro Bio’s
RNA editing technology and OPERA platform is the potential ability to address a broad range of rare and common indications and considers these programs taken together as material. The Company has also achieved preclinical proof-of-concept across each of these indications and has added the corresponding data in the proxy statement/prospectus on pages
310-316 of Amendment No. 1.

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 August 31, 2023

Page 6

 Korro Bio’s Strategy, page 17

15.
 We note your statement that Korro Bio intends to “rapidly” advance its AATD product candidate into
the clinic. Please revise this statement here and on page 286 as well as any similar disclosure to remove any implication that Korro Bio will be successful in developing its product candidate in a “rapid” or accelerated manner as such
statements are speculative.

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on pages 19, 104, 289-290, and 295 of Amendment No. 1.

16.
 Please revise here and on page 286 to provide the basis for your statements that Korro Bio has a
“leadership position” in RNA editing and genetic medicines.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 19, 289 and 290 of Amendment No. 1.

 Background of the Merger,
page 153

17.
 Please revise this section to describe the negotiations related to the
Pre-Closing Financing.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 165-166 and 169 of Amendment No. 1.

18.
 Your disclosure elsewhere in the prospectus indicates that Korro Bio sold additional shares of Series B-2 Preferred Stock during the quarter ended March 31, 2023. Please disclose the valuation ascribed to Korro Bio in this financing and disclose whether Frequency’s board of directors considered this
valuation in its evaluation of the Merger. To the extent that Frequency’s board did not consider this valuation, please explain why.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 158, 160 and 168 of
Amendment No. 1.

19.
 Your disclosure throughout this section indicates that the Frequency Board believed that Korro Bio’s
valuation should be lower and that it directed TD Cowen to inform J.P. Morgan that an equity premium for Frequency below $20.7 million would not be acceptable. However, the final terms of the transaction appear to contain a valuation of Korro
Bio that is higher than the initial valuations reviewed by Frequency’s board and a Frequency equity premium that is capped at $15.0 million unless Frequency’s Net Cash exceeds $25.0 million and could be as low as
$12.5 million. Please revise this section to disclose why the Frequency Board modified its position on these issues. Alternatively, please advise.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 167 and 168 of
Amendment No. 1.

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 August 31, 2023

Page 7

20.
 Your disclosure indicates that on July 11, 2023, the parties agreed to a sliding equity premium scale
for Frequency which would apply a $12.5 million to $20.0 million premium, depending on Frequency’s level of net cash. However, this sliding scale does not appear to match the terms of the definition of Frequency Equity Value on page
192. Please revise your disclosure. Alternatively, please advise.

 Response: The Company respectfully
acknowledges the Staff’s comment and has rev