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May 16, 2023
Michelle Gilson
Chief Financial Officer
Arcellx, Inc.
25 West Watkins Mill Road, Suite A
Gaithersburg, MD 20878
Re:Arcellx, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 29, 2023
File No. 001-41259
Dear Michelle Gilson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Item 1.A Risk Factors
We identified a material weakness in our internal control over financial reporting ...., page 54
1.Your risk factor states, "The material weakness that we identified will not be considered
remediated until management designs and implements effective controls that operate for a
sufficient period of time and management has concluded through testing that these
controls are effective. We cannot provide any assurances that the measures that we are
planning to take will be sufficient to remediate our existing material weakness or prevent
future material weaknesses from occurring. We also cannot assure you that we have
identified all of our existing material weaknesses. The material weakness and ineffective
internal financial and accounting controls and procedures we identified could adversely
impact our ability to report our financial results on a timely and accurate basis and could
cause investors to lose confidence in our reported financial information, which could have
a negative effect on the trading price of our stock." This disclosure appears to

 FirstName LastNameMichelle Gilson
 Comapany NameArcellx, Inc.
 May 16, 2023 Page 2
 FirstName LastName
Michelle Gilson
Arcellx, Inc.
May 16, 2023
Page 2
contradict the disclosure elsewhere in the document that the material weakness has been
remediated as of December 31, 2022. Please provide us with your revised disclosure for
future filings to address this apparent inconsistency.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 122
2.Please revise your future filings to break out the 'other research and development costs'
line item in the table for expenses related to ACLX-001 and ACLX-002 separately. If you
do not track this information, please disclose this fact. In addition, you list multiple factors
for the increase in internal costs. Please quantify the impact of each significant factor that
led to the increase or further break out the internal costs line item in the table by nature.
            In closing, 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.
            You may contact Jenn Do at (202) 551-3743 or Vanessa Robertson at (202) 551-
3649 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences