SEC Comment Letter 0000000000-23-007938 to NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: July 25, 2023 · CIK: 0001845459 · Accession: 0000000000-23-007938
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File numbers found in text: 333-271929
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United States securities and exchange commission logo
July 25, 2023
James Graf
Chief Executive Officer
Graf Acquisition Corp. IV
1790 Hughes Landing Blvd., Suite 400
The Woodlands, TX 77380
Re:Graf Acquisition Corp. IV
Amendment No. 2 to Registration Statement on Form S-4
Filed July 17, 2023
File No. 333-271929
Dear James Graf:
We have reviewed your amended registration statement and have the following
comment. In this comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 10, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers about the Business Combination and the Special Meeting
What is NKGen?, page 12
1.We note your response to prior comment two and re-issue in part. We note that your
disclosure here and on page 33 continues to state that SuperNK cells "have increased
activity as compared to the starting population of NK cells, as defined by parameters such
as cytotoxicity, cytokine production and activating receptor expression." Please revise
your disclosure to instead present or summarize the objective results from NKGen's
preclinical tests and/or clinical trials of SuperNK cells.
FirstName LastNameJames Graf
Comapany NameGraf Acquisition Corp. IV
July 25, 2023 Page 2
FirstName LastName
James Graf
Graf Acquisition Corp. IV
July 25, 2023
Page 2
You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Elliott Smith