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NKGen Biotech, Inc.

3001 Daimler Street

Santa Ana, CA 92705

December 15, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Tyler Howes

Jason Drory

Re: NKGen Biotech, Inc.

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

Filed November 29, 2023

File No. 333-275094

Ladies and Gentlemen:

This letter sets forth the
responses of NKGen Biotech, Inc. (the “Registrant”) to the comments provided by the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter, dated December 8, 2023 (the “Comment Letter”), with respect to the Registration
Statement on Form S-1 filed with the Commission by the Registrant on October 19, 2023 (the “Registration Statement”),
which was amended by Amendment No. 1 to the Registration Statement filed by the Company to with Commission on November 29,
2023 (“Amendment No. 1”). Amendment No. 1 has been revised to reflect the Registrant’s responses
to the Comment Letter from the Staff.

For your convenience, each
comment of the Staff from the Comment Letter has been set forth in bold and italics below and the Registrant’s comments have been
provided immediately thereafter. Unless otherwise indicated, capitalized terms used herein have the same meanings assigned to them in
Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

In addition, the Registrant
has revised the Registration Statement in response to the Staff’s comments and the Registrant is concurrently filing Amendment
No. 2 with this letter, which reflects these revisions and updates certain other information. Page numbers in the text of the
Registrant’s responses correspond to page numbers in Amendment No. 2.

Securities and Exchange Commission

December 15, 2023

Page 2

Amendment No. 1 to the Registration Statement on Form S-1
filed November 29, 2023

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Forward Purchase Agreements, Subscription Agreements and Side
Letter, page 75

 1. We
                                            note your response to prior comment 8. Please further revise to provide a plain English description
                                            of your Forward Purchase Agreements and related agreements, including the following:

 · Describe
                                            the “Reset Price,” “Valuation Date,” “Cash Settlement Payment
                                            Date,” and any other terms for which you do not clearly define;

 · Describe
                                            how the “Dilutive Offering Reset” and “Right of First Refusal” provisions
                                            work and how they may affect your ability to raise additional funds;

 · Provide
                                            examples on how the agreements operate;

 · Describe
                                            the risks and benefits to each of you and the FPA Investors based on how the agreements operate;
                                            and

 · Revise
                                            to clearly explain your reasoning for entering into theses agreements.

RESPONSE:
In response to the Staff’s comment, the Registrant has revised and expanded the disclosure on the pages 82 to 86 of Amendment
No. 2 to (i) describe additional key defined terms, (ii) how the relevant provisions including the “Dilutive Offering
Reset” provision work, (iii) provide examples on how the agreements operate, (iv) describe the relevant risks and potential
benefits to the Registrant and the FPA Investors and (v) clarify the reasoning for the Registrant to enter into the agreements.
The Registrant respectfully advises the Staff that the Forward Purchase Agreements and related agreements do not include a “Right
of First Refusal” provision and therefore no additional disclosure has been added regarding such provision in Amendment No. 2.
The Registrant has also updated the relevant risk factor on page 58 of Amendment No. 2 to disclose the relevant risks to the
Registrant and other securityholders.

We hope the foregoing has
been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. If you have
any questions related to this letter, please contact Ken Rollins at (858) 550-6136.

    Sincerely,

    /s/
    Paul Y. Song

    Paul
    Y. Song

cc: Pierre Gagnon, NKGen Biotech, Inc.

Ken Rollins, Cooley LLP

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