SecProbe.io

United States securities and exchange commission logo
November 2, 2023
Paul Song
Chief Executive Officer
NKGen Biotech, Inc.
3001 Daimler St.
Santa Ana, CA 92705
Re:NKGen Biotech, Inc.
Registration Statement on Form S-1
Filed October 19, 2023
File No. 333-275094
Dear Paul Song:
            We have conducted a limited review of your registration statement and have the
following comments.
            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-1 filed October 19, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNamePaul Song
 Comapany NameNKGen Biotech, Inc.
 November 2, 2023 Page 2
 FirstName LastName
Paul Song
NKGen Biotech, Inc.
November 2, 2023
Page 2
Prospectus Summary, page 1
3.Consistent with your risk factor disclosure on page 6, please revise your Prospectus
Summary to include a prominent discussion regarding your current liquidity position.
Risk Factors
Risks Related to Our Business and Industry
We do not currently have sufficient funds to service our operations and expenses and other
liquidity needs..., page 6
4.We note your disclosure that you settled $14.6 million of transaction expenses and
deferred underwriting fees at the closing of your business combination. In addition, we
note your disclosure that you "have substantial transaction expenses accrued and unpaid
subsequent to the closing." Given your disclosure that you "may have to liquidate... and/or
seek protection under Chapters 7 or 11 of the United States Bankruptcy Code," please
revise your disclosure to quantify the substantial transaction expenses accrued and unpaid.
The shares of common stock being offered in this prospectus represent a substantial
percentage..., page 50
5.Please revise this risk factor to disclose the purchase price of the securities being
registered for resale.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 59
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
8.We note that your forward purchase agreements with certain investors provide those
investors with certain optional early termination rights after the closing date of the
business combination. In addition, we note your disclosure on page 188 that "[s]hould
[your] share price decline, [you] could receive less cash from escrow than the Prepayment
Amount." Please revise to discuss the risks that these agreements may pose to other
holders if the investors exercise these rights or otherwise advise.

 FirstName LastNamePaul Song
 Comapany NameNKGen Biotech, Inc.
 November 2, 2023 Page 3
 FirstName LastName
Paul Song
NKGen Biotech, Inc.
November 2, 2023
Page 3
General
9.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, PIPE investors and other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while these selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            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 Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ken Rollins, Esq.