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CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 January 16, 2024

FOIA CONFIDENTIAL TREATMENT REQUEST

 The entity
requesting confidential treatment is

 Metagenomi Technologies, LLC

1545 Park Avenue

 Emeryville, California 94608

Telephone: (510) 871-4880

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do, Angela Connell, Tyler
Howes and Suzanne Hayes

 RE: Metagenomi Technologies, LLC

Amendment No. 1 to Registration Statement on Form S-1

File No. 333-276413

CIK No. 0001785279

 Rule 83 Confidential
Treatment Request by Metagenomi Technologies, LLC

 Dear Ladies and Gentlemen:

On behalf of Metagenomi Technologies, LLC (the “Company”), in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) received by letter dated August 30, 2023 (the “Comment Letter”) relating to the Company’s Registration Statement on Form
S-1, originally confidentially submitted to the Commission on August 3, 2023, and subsequently publicly filed by the Company with the Commission on January 5, 2024, as amended on January 8, 2024
(File No. 333-276413) (the “Registration Statement”), we submit this supplemental letter to address comment 9 of the Comment Letter.

 1

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied
by the Company’s request for confidential treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations.

 We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection
with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of
Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

The Company expects to reflect the Stock Split (as defined below) and the Company’s corporate restructuring from a Delaware limited liability company
into a Delaware corporation (the “Reorganization”) in a pre-effective amendment to the Registration Statement that includes the actual price range; however, all dollar amounts and per share
amounts in this letter are pre-Stock Split and pre-Reorganization, and therefore, consistent with the Registration Statement.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83
promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to Simren Delaney before it permits any disclosure of the bracketed information in this letter.

For the convenience of the Staff, we have recited the prior comment from the Staff in the Comment Letter in italicized type and have followed the comment with
the Company’s response. The Staff’s request for additional disclosures of 2023 awards were addressed in the prior response letter and the amended Registration Statement.

9. We note the following disclosure from page 223: “The grant date fair value of all awards made under our 2023 Plan and all other cash compensation
paid by us to any non-employee director in any calendar year for services as a non-employee director shall not exceed
$                ; provided, however, that such amount shall be $                for the
calendar year in which the applicable non-employee director is initially elected or appointed to the board of directors.” Please revise hereunder to disclose the extent to which any stock-based
compensation has been awarded during 2023 (also noting the grants in March and June 2023 as disclosed on page F-43) and provide the fair valuations of each award. Once you have an estimated offering price or
range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and
the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation.

 2

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its initial public offering (“IPO”), before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”)
resulting in a midpoint of the Preliminary Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the
foregoing Preliminary Price Range will not be subject to significant change.

 Determining the Fair Value of Profit Interests and Common Units Prior to
the IPO

 As there has been no public market for the Company’s common units (“Common Units”) to date, the estimated fair value of
its Common Units has been determined by the Company’s board of managers (the “Board”) as of the date of each profits interests grants with input from management, considering the Company’s most recently available
third-party valuations of its Common Unit, and the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the
grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued
as Compensation (the “Practice Aid”).

 The Company’s most recent third-party valuations of its Common Unit estimated fair value were
as follows:

 Date of Third-Party
Valuation

 Date of Board
Approval

Estimated Fair Market
Value per Common
Unit

 March 15, 2022

April 25, 2022

$
 3.20

 December 20, 2022

March 24, 2023

$
 5.75

 April 30, 2023

June 26, 2023

$
 7.40

 July 31, 2023

September 4, 2023

$
11.84
*

*
 Estimated fair market value of Common Unit before the amendment to Limited Liability Company Agreement on
July 31, 2023, which was amended to provide for “catch-up” distributions for profits interests once the applicable catch-up threshold amount was met and
it resulted in a reduction to the fair market value per common unit from $11.84 to $[***].

 3

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 The following table summarizes by grant date the number of profits interests granted from January 1,
2022, the participating threshold amount per Common Unit and the estimated fair value of the Common Unit on each grant date:

Grant date

Number of profits
interests granted

Threshold
amount per Common
Unit

 Estimated fair value per

Common Unit

 April 25, 2022*

941,755

$
 3.20

$
 3.20

 May 26, 2022*

1,224,466

$
 3.20

$
 3.20

 July 12, 2022*

78,135

$
 3.20

$
 3.20

 October 28, 2022*

519,000

$
 3.20

$
 3.20

 March 24, 2023**

462,460

$
 5.75

$
 6.93

 June 25, 2023**

283,330

$
 7.40

$
 9.88

 June 26, 2023**

1,247,193

$
 7.40

$
 9.92

 September 4, 2023***

274,830

$
11.84

$
12.32

*
 There were no significant changes between April 2022 and October 2022 that would significantly impact the
valuation of the Company and the value of the Common Units.

**
 The estimated fair value per Common Unit for grants during March – June 2023 was interpolated on a
straight-line basis between the valuation reports’ dates in connection with a fair value assessment for accounting purposes.

***
 The estimated fair value per Common Unit for grants on September 4, 2023, was based on the increase in
October 2023 IPO scenario probability, as discussed below.

 For valuations performed prior to December 20, 2022, in accordance with
the Practice Aid, the Company determined the option-pricing method (“OPM”) was the most appropriate method for determining the fair value of the Company’s Common Unit based on the Company’s stage of development and other
relevant factors, which used a market approach to estimate the Company’s enterprise value. Within the OPM framework, the backsolve method for inferring the total equity value implied by a recent financing transaction involves the construction
of an allocation model that takes into account the Company’s capital structure and the rights, preferences and privileges of each class of units then assumes reasonable inputs for the other OPM variables (expected time to liquidity, volatility
and risk-free rate). The total equity value is then iterated in the model until the model output value for the equity class sold in a recent financing round equals the price paid in that round. The OPM is generally utilized when specific future
liquidity events are difficult to forecast (i.e., the enterprise has many choices and options available), and the enterprise’s value depends on how well it follows an uncharted path through the various possible opportunities and challenges. In
determining the estimated fair value of the Company’s Common Unit, the Company’s Board also considered the fact that the unitholders

 4

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

could not freely trade the Common Unit in the public markets. Accordingly, the Company applied discounts to reflect the lack of marketability of its Common Units based on the weighted-average
expected time to liquidity. The estimated fair value of the Common Unit at each grant date reflected a non-marketability discount partially based on the anticipated likelihood and timing of a future liquidity
event.

 For valuations performed after December 20, 2022, in accordance with the Practice Aid, the Company determined the hybrid method was the most
appropriate method for determining the fair value of the Company’s Common Unit based on the Company’s stage of development and other relevant factors. The hybrid method is a probability-weighted expected return method
(“PWERM”), where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of Common Units based upon an analysis of future values for the company,
assuming various outcomes. The Common Unit value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of members’ units.
The future value of the Common Unit under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the Common Unit. A discount for lack of
marketability of the Common Unit is then applied to arrive at an indication of value for the Common Unit. In addition to considering the results of independent third-party valuations, the Company’s Board considered various objective and
subjective factors to determine the thresholds for the profits interests as of each grant date, including:

•

 the prices at which the Company sold shares of redeemable convertible preferred units and the superior rights and
preferences of the redeemable convertible preferred units relative to the Company’s Common Units at the time of each grant;

•

 the progress of the Company’s research and development programs;

•

 milestones achieved by the Company;

•

 the state of the industry and the economy;

•

 the Company’s stage of development and commercialization and the Company’s business strategy;

•

 external market conditions affecting the biopharmaceutical industry and trends within the biopharmaceutical
industry; the Company’s financial position, including cash on hand, and the Company’s historical and forecasted performance and operating results;

•

 the lack of an active public market for the Company’s common stock and the Company’s redeemable
convertible preferred units;

•

 the likelihood of achieving a liquidity event, such as an initial public offering, or the Company’s sale in
light of prevailing market conditions; and

•

 the analysis of initial public offerings and the market performance of similar companies in the biopharmaceutical
industry.

 5

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 The assumptions underlying these valuations are highly complex and subjective and represent management’s
best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of the Company’s Common Unit and the
Company’s unit-based compensation expense could be materially different.

 Once a public trading market for the Company’s common stock has been
established in connection with the completion of this offering, it will no longer be necessary for the Company’s Board to estimate the fair value of the Company’s common stock in connection with the Company’s accounting for granted
equity awards the Company may grant, as the fair value of the Company’s common stock will be determined based on the quoted market price of the Company’s common stock.

March 15, 2022 Valuation

 The Company, with
the assistance of a third-party valuation firm, performed a valuation of the Company’s Common Unit as of March 15, 2022, and utilized the OPM method to estimate the fair value of the Company’s Common Unit. On January 21, 2022,
the Company issued Series B redeemable convertible preferred units to existing and new investors. Given the proximity of the Series B Preferred Units Financing to the valuation date, the specific facts and circumstances surrounding the transaction,
the Company’s stage of development, and the market conditions from January 21, 2022 to March 15, 2022, the Company estimated its equity value using an OPM backsolve valuation methodology and the application of a market adjustment. In
developing a conclusion of the Company’s equity value as of March