SecProbe.io

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 Document April 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Doris Stacey Gama Re: LENZ Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-286398 Acceleration Request Requested Date:    April 14, 2025 Requested Time:    4:00 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, LENZ Therapeutics, Inc. (the “ Company ”) hereby requests that its Registration Statement on Form S-3 (File No. 333-286398) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ben Capps at (858) 350-2237. Sincerely, LENZ THERAPEUTICS, INC. By: /s/ Evert Schimmelpennink Evert Schimmelpennink Chief Executive Officer cc: Daniel Chevallard, LENZ Therapeutics, Inc. Dan Koeppen, Wilson Sonsini Goodrich & Rosati Ben Capps, Wilson Sonsini Goodrich & Rosati

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 Document April 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Doris Stacey Gama Re: LENZ Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-286397 Acceleration Request Requested Date:    April 14, 2025 Requested Time:    4:00 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, LENZ Therapeutics, Inc. (the “ Company ”) hereby requests that its Registration Statement on Form S-3 (File No. 333-286397) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ben Capps at (858) 350-2237. Sincerely, LENZ THERAPEUTICS, INC. By: /s/ Evert Schimmelpennink Evert Schimmelpennink Chief Executive Officer cc: Daniel Chevallard, LENZ Therapeutics, Inc. Dan Koeppen, Wilson Sonsini Goodrich & Rosati Ben Capps, Wilson Sonsini Goodrich & Rosati

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Evert Schimmelpennink
Chief Executive Officer
LENZ Therapeutics, Inc.
201 Lomas Santa Fe Dr., Suite 300
Solana Beach, CA 92075

 Re: LENZ Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 4, 2025
 File No. 333-286398
Dear Evert Schimmelpennink:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ben Capps, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Evert Schimmelpennink
Chief Executive Officer
LENZ Therapeutics, Inc.
201 Lomas Santa Fe Dr., Suite 300
Solana Beach, CA 92075

 Re: LENZ Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 4, 2025
 File No. 333-286397
Dear Evert Schimmelpennink:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ben Capps, Esq.
</TEXT>
</DOCUMENT>

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Document

September 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Tim Buchmiller

Re: LENZ Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-282036

Acceleration Request

Requested Date:          September 19, 2024

Requested Time:         4:00 p.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LENZ Therapeutics, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-1 (File No. 333-282036) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ben Capps at (858) 350-2237.

Sincerely,

LENZ THERAPEUTICS, INC.

By: /s/ Evert Schimmelpennink

 Evert Schimmelpennink

 Chief Executive Officer

cc: Daniel Chevallard, LENZ Therapeutics, Inc.

 Dan Koeppen, Wilson Sonsini Goodrich & Rosati

 Ben Capps, Wilson Sonsini Goodrich & Rosati

September 13, 2024
Evert Schimmelpennink
President and Chief Executive Officer
LENZ Therapeutics, Inc.
201 Lomas Santa Fe Dr., Suite 300
Solana Beach, California 92075
Re:LENZ Therapeutics, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282036
Dear Evert Schimmelpennink:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dan Koeppen, Esq.

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Document

April 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Chris Edwards

Re: LENZ Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-278393

Acceleration Request

Requested Date: April 10, 2024

Requested Time: 4:00 p.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LENZ Therapeutics, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-1 (File No. 333-278393) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Ben Capps at (858) 350-2237.

Sincerely,

LENZ THERAPEUTICS, INC.

By: /s/ Evert Schimmelpennink

 Evert Schimmelpennink

 Chief Executive Officer

cc: Daniel Chevallard, LENZ Therapeutics, Inc.

 Dan Koeppen, Wilson Sonsini Goodrich & Rosati

 Ben Capps, Wilson Sonsini Goodrich & Rosati

United States securities and exchange commission logo
April 3, 2024
Evert Schimmelpennink
President and Chief Executive Officer
LENZ Therapeutics, Inc.
445 Marine View Ave., Ste. #320
Del Mar, California 92014
Re:LENZ Therapeutics, Inc.
Registration Statement on Form S-1
Filed March 29, 2024
File No. 333-278393
Dear Evert Schimmelpennink:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben Capps

United States securities and exchange commission logo
February 9, 2024
Kimberlee Drapkin
Chief Executive Officer
Graphite Bio, Inc.
611 Gateway Blvd, Suite 120
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed February 5, 2024
File No. 333-275919
Dear Kimberlee Drapkin:
            We have reviewed your amended registration statement and have the following comment.
            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.
Amendment No. 3 to Registration Statement on Form S-4 filed February 5, 2024
Litigation Related to the Merger, page 23
1.Please provide the disclosures required by Item 103 of Regulation S-K, including, for
example only, the relief sought.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Goodman, Esq.

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CORRESP

 Graphite Bio, Inc.

611 Gateway Blvd, Suite 120

 South
San Francisco, CA 94080

 February 9, 2024

 VIA
EDGAR

 Office of Life Sciences

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street NE

 Washington, DC 20549

Attention:
 Ms. Doris Stacey Gama

 
 Mr. Jason Drory

 
 Mr. Eric Atallah

 
 Ms. Lynn Dicker

Re:
 Graphite Bio, Inc.

Acceleration Request for Registration Statement on Form S-4

File No. 333-275919

Requested Date:
 February 13, 2024

Requested Time:
 4:15 p.m. Eastern Time

Dear. Ms. Gama, Mr. Drory, Mr. Atallah and Ms. Dicker:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Graphite Bio, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 13, 2024, at 4:15 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Andrew Goodman at (617) 570-1861. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Andrew Goodman, by email to agoodman@goodwinlaw.com or by facsimile to (212) 937-3172.

If you have any questions regarding this request, please contact Andrew Goodman of Goodwin Procter LLP at (617)
570-1861.

Sincerely,

Graphite Bio, Inc.

By:

/s/ Kimberlee C. Drapkin

Kimberlee C. Drapkin

Interim President and Chief Executive Officer

cc:
 Andrew Goodman, Goodwin Procter LLP

Maggie L. Wong, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

Tevia K. Pollard, Goodwin Procter LLP

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CORRESP

 Goodwin Procter

The New York Times Building

 620 Eighth Avenue

New York, NY 10018

 VIA EDGAR

February 9, 2024

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Doris Stacey Gama, Jason Drory, Eric Atallah and Lynn Dicker

Re:
 Graphite Bio, Inc.

 
 Amendment No. 2 to Registration Statement on Form S-4

 
 Filed February 5, 2023

 
 File No. 333-275919

Ladies and Gentlemen,

 On behalf of Graphite Bio, Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated
February 9, 2024 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In
connection with such responses, the Company is concurrently filing Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the
Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in
the Amended Registration Statement.

 Amendment No. 2 to Registration Statement on Form S-4 filed
February 5, 2024

 Litigation Related to the Merger, page 23

1.
 Please provide the disclosures required by Item 103 of Regulation
S-K, including, for example only, the relief sought.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 31 and 310 of the Amended Registration Statement in response to the Staff’s comment.

*****

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

February 9, 2024

  Page
 2

 Please contact the undersigned at (617) 570-1861 or via email at
agoodman@goodwinlaw.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Andrew H. Goodman

  Andrew H. Goodman

  Goodwin Procter LLP

cc:
 Kimberlee C. Drapkin, Graphite Bio, Inc.

Maggie L. Wong, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

Tevia K. Pollard, Goodwin Procter LLP

CORRESP
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CORRESP

 Goodwin Procter

 The New York Times Building

620 Eighth Avenue

 New York, NY 10018

 VIA EDGAR

February 5, 2024

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Doris Stacey Gama, Jason Drory, Eric Atallah and Lynn Dicker

Re:
 Graphite Bio, Inc.

 
 Amendment No. 1 to Registration Statement on Form S-4

 
 Filed January 18, 2023

 
 File No. 333-275919

Ladies and Gentlemen,

 On behalf of Graphite Bio, Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated
January 31, 2024 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In
connection with such responses, the Company is concurrently filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the
Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in
the Amended Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-4

The Merger

 Background of the Merger, page
133

1.
 We note your response to our prior comment 13 and reissue. You state on page 153 that “the manner by
which Graphite’s stockholders would receive value in respect of potential near-term (within 12-18 months) revenue received under the LOA and the APA and a cost sharing arrangement between Graphite and
LENZ regarding the expenses of Graphite’s 2023 fiscal year audit, which the parties ultimately agreed would be provided through an increase of $1.5 million in the enterprise valuation of Graphite and obviated a need for a post-closing CVR
agreement.” Please revise your disclosure to clarify how the increase of $1.5 million was determined and agreed upon. In your disclosure in this section please include negotiations relating to this term, including any proposals and
counter-proposals and explain how you reached agreement on the final increase or otherwise advise.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

February 5, 2024

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on pages 154 and 155 of the Amended Registration Statement in response to the Staff’s comment.

2.
 We note your response to our prior comments 14 and 15 and reissue in part. Please revise your disclosure to
discuss how the material terms were negotiated and agreed upon for each of your agreements related to your legacy assets. In addition, please revise your disclosure to describe in greater detail the specific “outreach efforts” conducted
prior to entering into the agreements or otherwise advise.

 Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 134 and 140-146 of the Amended Registration Statement in response to the Staff’s comment.

Certain Unaudited Prospective Financial Information, page 162

3.
 We note that you included projections for the quarter ended December 31, 2023. Please revise to clarify
whether Lenz Therapeutics, Inc.’s actual results for the quarter ended December 31, 2023 were in line with your projections or otherwise advise. In addition, please revise to clarify whether you still believe that the projections, and the
fairness opinion that partially relies on those projections, are reasonable.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that LENZ’s financial statements for the quarter ended December 31, 2023 are not yet available to determine whether such results were in line with the Company’s
projections. The Company notes that the projections reflected Graphite management’s reasonable best estimates and facts and circumstances and information available to Graphite management at the time the projections were prepared; the
projections cover a significant period of time, specifically 13 years through 2036, and LENZ is not forecasted to begin generating revenue until 2025; as disclosed, the Company undertook no obligation to update the projections; and the Company
continues to believe that the projections are reasonable. The Company further notes that the fairness opinion issued by Leerink Partners LLC on November 14, 2023 (summarized under the section titled “The Merger—Opinion of
Leerink Partners LLC”) was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances in effect on November 14, 2023 and Leerink does not have an obligation to update, revise or reaffirm
its opinions based on circumstances, developments or events occurring after November 14, 2023.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

February 5, 2024

  Page
 3

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

 License and Option to Acquire Nula-Cel Assets, page 346

4.
 We note your response to prior comment 24 and are unable to concur with your analysis that the license and
option agreement is not a material contract under Item 601(b)(10). Please revise your disclosure to describe the material terms of the license and option agreement as amended and file the agreements as exhibits pursuant to Item 601(b)(10) of
Regulation S-K.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 289, 348 and 398 of the Amended Registration Statement and has filed the license and option agreement, as amended, as Exhibit 10.46 in response
to the Staff’s comment.

5.
 You state that “[a]s of December 31, 2023, Kamau has not achieved the financial milestones and
does not have the right to exercise the option.” Please identify the financial milestones that need to be achieved by Kamau and any dates such milestones need to be met by or otherwise.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 289, 348 and 398 of the Amended Registration Statement in response to the Staff’s comment.

 Sale of
Non-Genotoxic Targeted Conditioning Technology Assets, page 346

6.
 We note your response to prior comment 25 and are unable to concur with your analysis that the APA is not a
material contract under Item 601(b)(10). Please revise your disclosure to describe the material terms of the APA and file the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. In addition,
please revise your disclosure to disclose the royalty rate or range that does not exceed a ten point range.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 289, 347 and 399 of the Amended Registration Statement and has filed the APA as Exhibit 10.45 in response to the Staff’s comment.

General

7.
 We note your response to prior comment 28. We do not agree with the analysis and conclusion set forth in
your response letter. We note your disclosure on page 33 and elsewhere that, “Graphite currently has no ongoing programs…in February 2023 announced that it was discontinuing its development of
nula-cel. In August 2023, Graphite entered into an agreement pursuant to which Graphite granted a third party rights to acquire Graphite’s technology and intellectual property related to its nula-cel program and related pre-clinical platform assets, and a separate agreement pursuant to which Graphite transferred to a third party its rights to its pre-clinical non-genotoxic conditioning program. Following these transactions, Graphite had no remaining ongoing development programs.” Please refer to footnote 943 of
the Special Purpose Acquisition Companies, Shell Companies, and Projection adopting release (Release Nos. 33-11265; 34-99418; IC-
35096), available at https://www.sec.gov/files/rules/final/2024/33-11265.pdf.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 122 and 406 of the Amended Registration Statement in response to the Staff’s comment.

 *****

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

February 5, 2024

  Page
 4

 Please contact the undersigned at (617) 570-1861 or via email at
agoodman@goodwinlaw.com if you have any questions with respect to the foregoing.

Very truly yours,

 /s/ Andrew H. Goodman

Andrew H. Goodman

Goodwin Procter LLP

cc:
 Kimberlee C. Drapkin, Graphite Bio, Inc.

Maggie L. Wong, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

Tevia K. Pollard, Goodwin Procter LLP

United States securities and exchange commission logo
January 31, 2024
Kimberlee Drapkin
Chief Executive Officer
Graphite Bio, Inc.
611 Gateway Blvd, Suite 120
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 18, 2024
File No. 333-275919
Dear Kimberlee Drapkin:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
The Merger
Background of the Merger, page 133
1.We note your response to our prior comment 13 and reissue. You state on page 153 that
"the manner by which Graphite’s stockholders would receive value in respect of potential
near-term (within 12-18 months) revenue received under the LOA and the APA and a cost
sharing arrangement between Graphite and LENZ regarding the expenses of Graphite's
2023 fiscal year audit, which the parties ultimately agreed would be provided through an
increase of $1.5 million in the enterprise valuation of Graphite and obviated a need for a
post-closing CVR agreement." Please revise your disclosure to clarify how the increase of
$1.5 million was determined and agreed upon. In your disclosure in this section please
include negotiations relating to this term, including any proposals and counter-proposals
and explain how you reached agreement on the final increase or otherwise advise.

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 31, 2024 Page 2
 FirstName LastNameKimberlee Drapkin
Graphite Bio, Inc.
January 31, 2024
Page 2
2.We note your response to our prior comments 14 and 15 and reissue in part. Please revise
your disclosure to discuss how the material terms were negotiated and agreed upon for
each of your agreements related to your legacy assets. In addition, please revise your
disclosure to describe in greater detail the specific "outreach efforts" conducted prior to
entering into the agreements or otherwise advise.
Certain Unaudited Prospective Financial Information, page 162
3.We note that you included projections for the quarter ended December 31, 2023. Please
revise to clarify whether Lenz Therapeutics, Inc.’s actual results for the quarter ended
December 31, 2023 were in line with your projections or otherwise advise. In addition,
please revise to clarify whether you still believe that the projections, and the fairness
opinion that partially relies on those projections, are reasonable.
Graphite's Management's Discussion and Analysis of Financial Condition and Results of
Operations
License and Option to Acquire Nula-Cel Assets, page 346
4.We note your response to prior comment 24 and are unable to concur with your analysis
that the license and option agreement is not a material contract under Item
601(b)(10). Please revise your disclosure to describe the material terms of the license an
option agreement as amended and file the agreements as exhibits pursuant to Item
601(b)(10) of Regulation S-K.
5.You state that "[a]s of December 31, 2023, Kamau has not achieved the financial
milestones and does not have the right to exercise the option." Please identify the financial
milestones that need to be achieved by Kamau and any dates such milestones need to be
met by or otherwise.
Sale of Non-Genotoxic Targeted Conditioning Technology Assets, page 346
6.We note your response to prior comment 25 and are unable to concur with your analysis
that the APA is not a material contract under Item 601(b)(10). Please revise your
disclosure to describe the material terms of the APA and file the agreement as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K. In addition, please revise your
disclosure to disclose the royalty rate or range that does not exceed a ten point range.
General
7.We note your response to prior comment 28. We do not agree with the analysis and
conclusion set forth in your response letter. We note your disclosure on page 33 and
elsewhere that, “Graphite currently has no ongoing programs…in February 2023
announced that it was discontinuing its development of nula-cel. In August 2023, Graphite
entered into an agreement pursuant to which Graphite granted a third party rights to
acquire Graphite’s technology and intellectual property related to its nula-cel program and
related pre-clinical platform assets, and a separate agreement pursuant to which Graphite

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 31, 2024 Page 3
 FirstName LastName
Kimberlee Drapkin
Graphite Bio, Inc.
January 31, 2024
Page 3
transferred to a third party its rights to its pre-clinical non-genotoxic conditioning
program. Following these transactions, Graphite had no remaining ongoing development
programs.” Please refer to footnote 943 of the Special Purpose Acquisition Companies,
Shell Companies, and Projection adopting release (Release Nos. 33-11265; 34-99418; IC-
35096), available at https://www.sec.gov/files/rules/final/2024/33-11265.pdf.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Goodman, Esq.

CORRESP
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CORRESP

 Goodwin Procter

 The New York Times Building

620 Eighth Avenue

 New York, NY 10018

 VIA EDGAR

January 17, 2024

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Doris Stacey Gama, Jason Drory, Eric Atallah and Lynn Dicker

Re:
 Graphite Bio, Inc.

 Registration Statement on Form S-4

 Filed December 6, 2023

 File No. 333-275919

Ladies and Gentlemen,

 On behalf of Graphite Bio, Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated
January 4, 2024 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection
with such responses, the Company is concurrently filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the
Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in
the Amended Registration Statement.

 Registration Statement on Form S-4

Cover Page

1.
 Please revise the cover page to disclose, if true, whether the listing approval for LENZ Therapeutics,
Inc.’s securities on the Nasdaq is a closing condition of the merger and that the condition will not be waived.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the
Cover Page of the Amended Registration Statement in response to the Staff’s comment to state that the listing approval for LENZ Therapeutics, Inc.’s securities on the Nasdaq is a closing condition of the merger and that such condition is
not expected to be waived.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2024

  Page
 2

2.
 You state that at Graphite’s special meeting, Graphite will ask its stockholders to vote on five
proposals and proceed to list and briefly describe such proposals. Please revise proposals number three and four to clarify the “2024 Plan” is a plan to approve the combined company’s 2024 Equity Incentive Plan and the “2024
ESPP” is a plan to approve the combined company’s 2024 Employee Stock Purchase Plan.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the Cover Page of the Amended Registration Statement in response to the Staff’s comment.

Questions and Answers About the Merger

 Why
are the two companies proposing to merge?, page 2

3.
 We note your disclosure here that “combining the two companies will result in a combined company with a
robust pipeline, a strong leadership team and substantial capital resources, positioning it to become a pre-eminent biopharmaceutical company focused on developing LENZ’s product candidates, LNZ100 and
LNZ101.” Please provide your basis for the statement or otherwise revise. The statement that the combined company is positioned to become a “pre-eminent” biopharmaceutical company with a
“robust pipeline” appears to be premature given your current stage of development and your disclosure elsewhere that LENZ’s business depends entirely on the development and commercialization of LNZ100 or LNZ101.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s comment.

4.
 Please revise your disclosure to clarify the combined company’s plans with respect to Graphite’s
legacy assets. We note that your disclosure on page 278 that, “Graphite has no remaining ongoing development programs.”

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 2 of the Amended Registration Statement in response to the Staff’s comment.

 What will Graphite stockholders receive in the merger?, page
5

5.
 Briefly explain how the dividend record date and ex-dividend date
will impact which Graphite stockholders will be entitled to receive any special cash dividend declared by Graphite.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 5 and 215 of the Amended Registration Statement in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2024

  Page
 3

 Prospectus Summary

The Companies

 Graphite, page 12

6.
 We note your disclosure that “Graphite also disclosed its intention to continue research activities
associated with its pre-clinical non-genotoxic conditioning program.” However, we note your disclosure elsewhere, including on page 33, that “Graphite
transferred to a third party its right to its pre-clinical non-genotoxic conditioning program.” Please update your disclosure here to clarify the pre-clinical non-genotoxic conditioning program has been transferred or otherwise advise.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 12 of the Amended Registration Statement in response to the Staff’s comment.

 The Merger

Background of the Merger, page 136

7.
 You state that out of the 135 initial companies considered, 51 were contacted, and 41 received process
letters requesting they submit non-binding indications of interest. Please discuss how you determined which companies were contacted and which were not and which companies received process letters and which
did not. Please also identify the general industry of the companies considered or otherwise advise.

 Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 136 of the Amended Registration Statement in response to the Staff’s comment.

8.
 You state on page 137 that the Transaction Committee selected 12 indications of interest to prioritize and
invite to make management and due diligence presentations and proceed to describe Parties A-D. Please also include a discussion of the other 8 parties and disclose whether or not they made presentations or
otherwise advise.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 137 of the Amended Registration Statement in response to the Staff’s comment. The Company respectfully advises the Staff that on page 140 of the Amended Registration Statement, the Company has
disclosed that such parties (other than Party J, who withdrew from the process as disclosed in the Amended Registration Statement) presented to the Transaction Committee, Graphite’s management and representatives of Leerink Partners.

9.
 You state on page 145 that the representatives of Leerink Partners reviewed with the Transaction Committee a
list of 31 private and public companies that could be interested in a strategic transaction with Graphite. Please discuss how you identified these companies and the general industry of such companies.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2024

  Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on page 146 of the Amended Registration Statement in response to the Staff’s comment.

10.
 You state on page 145 that you and your “financial and legal advisors” conducted due diligence on
multiple potential counterparties. Please revise your disclosure to quantify the approximate number of the potential counterparties that you conducted due diligence on. In addition, please clarify if there were other material legal or financial
advisors other than Leerink Partners and Goodwin who participated in the diligence.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 146 of the Amended Registration Statement in response to the Staff’s comment.

11.
 You state that you selected five private companies and Party D to prioritize and include descriptions of
Party E, D and Lenz. Please also include a description of the other three parties that you invited to make management and due diligence presentations.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 148 of the Amended Registration Statement in response to the Staff’s comment.

12.
 We note your disclosure on page 151 where you reference “Graphite’s legacy assets.” Please
revise your disclosure to clarify if there are any material remaining assets that have not been sold or licensed by Graphite. We note your disclosure elsewhere, including on page 344, where you discuss the asset purchase agreement and license and
option agreement for Graphite’s non-genotoxic conditioning technology and Graphite’s nula-cel program, respectively.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 153, 344 and 345 of the Amended Registration Statement in response to the Staff’s comment.

13.
 We note your disclosure that contingent value rights were included in the initial term sheet with LENZ. We
further note your disclosure that “the manner by which Graphite’s stockholders would receive value in respect of potential revenue received from the sale or license of Graphite’s legacy assets, which the parties ultimately agreed
would be provided through an increase of $1.5 million in the enterprise valuation of Graphite rather than a post-closing CVR agreement.” Please revise your disclosure to clarify how this number was determined and agreed upon.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosure on page 153 of the Amended Registration Statement in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2024

  Page
 5

14.
 We note your disclosure on page 344 that Graphite entered into an asset purchase agreement with a
third-party pursuant to which Graphite sold to the counterparty, concurrently with the execution of the APA, certain assets related to Graphite’s non-genotoxic conditioning technology and entered into a
license and options agreement with a third party pursuant to which Graphite exclusively licensed to the counterparty, and granted the counterparty, an option to acquire certain intellectual property and materials related to Graphite’s nula-cel program and related pre-clinical platform assets. Please revise your Background of the Transaction section to identify the third-party (s), describe the material
terms of the agreements and discuss how the material terms were negotiated and agreed upon.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 344 and 345 of the Amended Registration Statement in response to the Staff’s comment. However, the Company respectfully
advises the Staff that the Company does not believe that each of the Company’s LOA and APA (as each is defined below in response to Comments 24 and 25, respectively) is a “material contract” for purposes of Item 601(b)(10) of
Regulation S-K for the reasons outlined in response to Comments 24 and 25, respectively. As such, the Company’s disclosure identifies the third parties and describes the agreements in a manner the Company
believes is sufficient for agreements that are not “material contracts” for purposes of Item 601(b)(10).

15.
 We note your disclosure on page 143 that the “Graphite board of directors considered outreach efforts
made by Graphite to various other prospective purchasers of the assets and noted that despite advanced diligence conducted on the assets by multiple other parties, the NGTC acquirer was the sole bidder for the assets to present a proposal to
Graphite.” Please revise your disclosure to describe and quantify the “outreach efforts” and quantify the “multiple other parties” who conducted advanced diligence.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 145 of the Amended Registration Statement in response to the Staff’s comment.

 Certain Unaudited Prospective Financial Information, page
161

16.
 We note your disclosure that “[on] October 19, 2023, Graphite management received information
regarding LENZ’s business and product candidates from LENZ.” Please revise your disclosure to clarify the specific “information” provided by LENZ.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 163 of the Amended Registration Statement in response to the Staff’s comment.

17.
 We see that you have provided projections of estimated annual revenues, operating income and unlevered free
cash flow for the years ended December 31, 2024 through 2036. Please revise your disclosure to provide more specific assumptions to enhance an investors understanding of the basis for your projections. For example only, discuss any pricing
assumptions used in your projections.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2024

  Page
 6

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on page 165 of the Amended Registration Statement in response to the Staff’s comment.

18.
 We note your disclosure that Graphite risk-adjusted projections by using certain probabilities of success
(“PoS”). We further note your disclosure of a “a cumulative 60% PoS adjustment for U.S. revenue for LNZ100 or LNZ101, assuming only one product candidate would be approved and commercialized.” Please revise your disclosure to
describe and clarify with greater specificity how your operating income projections were adjusted or otherwise advise.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 166 of the Amended Registration Statement in response to the Staff’s comment. However, the Company respectfully advises the Staff that the Company did not make any adjustments to the operating income itself, but the operating expenses used
to determine the operating income.

19.
 We note your assumption that you assumed “LENZ’s product candidate becomes commercially available
in the U.S. in 2025” and a “3-month delay in launch timing.” Please clarify with greater specificity the particular timeframe you used for your projections. We note your disclosure on page 307
that LENZ anticipates “a launch target date in mid-2025.”

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 165 of the Amended Registration Statement in response to the Staff’s comment.

20.
 We note your risk factor disclosure on page 69 where you state “LENZ’s business depends entirely
on the development and commercialization of LNZ100 or LNZ101, and LENZ does not have additional product candidates in its current development pipeline…LENZ currently generates no revenues from sales of any p

United States securities and exchange commission logo
January 4, 2024
Kimberlee Drapkin
Chief Executive Officer
Graphite Bio, Inc.
611 Gateway Blvd, Suite 120
South San Francisco , CA 94080
Re:Graphite Bio, Inc.
Registration Statement on Form S-4
Filed December 6, 2023
File No. 333-275919
Dear Kimberlee Drapkin:
            We have reviewed 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-4 filed December 6, 2023
Cover Page
1.Please revise the cover page to disclose, if true, whether the listing approval for LENZ
Therapeutics, Inc.'s securities on the Nasdaq is a closing condition of the merger and that
the condition will not be waived.
2.You state that at Graphite's special meeting, Graphite will ask its stockholders to vote on
five proposals and proceed to list and briefly describe such proposals. Please revise
proposals number three and four to clarify the "2024 Plan" is a plan to approve the
combined company’s 2024 Equity Incentive Plan and the "2024 ESPP" is a plan to
approve the combined company’s 2024 Employee Stock Purchase Plan.

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 4, 2024 Page 2
 FirstName LastName
Kimberlee Drapkin
Graphite Bio, Inc.
January 4, 2024
Page 2
Question and Answers About the Merger
Why are the two companies proposing to merge?, page 2
3.We note your disclosure here that "combining the two companies will result in a
combined company with a robust pipeline, a strong leadership team and substantial capital
resources, positioning it to become a pre-eminent biopharmaceutical company focused on
developing LENZ’s product candidates, LNZ100 and LNZ101." Please provide your basis
for the statement or otherwise revise. The statement that the combined company is
positioned to become a "pre-eminent" biopharmaceutical company with a "robust
pipeline" appears to be premature given your current stage of development and your
disclosure elsewhere that LENZ’s business depends entirely on the development and
commercialization of LNZ100 or LNZ101.
4.Please revise your disclosure to clarify the combined company's plans with respect to
Graphite's legacy assets. We note that your disclosure on page 278 that, "Graphite has no
remaining ongoing development programs."
Q: What will Graphite stockholders receive in the merger?, page 5
5.Briefly explain how the dividend record date and ex-dividend date will impact which
Graphite stockholders will be entitled to receive any special cash dividend declared by
Graphite.
Prospectus Summary
The Companies
Graphite, page 12
6.We note your disclosure that "Graphite also disclosed its intention to continue research
activities associated with its pre-clinical non-genotoxic conditioning program." However,
we note your disclosure elsewhere, including on page 33, that "Graphite transferred to a
third party its rights to its pre-clinical non-genotoxic conditioning program." Please update
your disclosure here to clarify the pre-clinical non-genotoxic conditioning program has
been transferred or otherwise advise.
The Merger
Background of the Transaction, page 136
7.You state that out of the 135 initial companies considered, 51 were contacted, and 41
received process letters requesting they submit non-binding indications of interest. Please
discuss how you determined which companies were contacted and which were not and
which companies received process letters and which did not. Please also identify the
general industry of the companies considered or otherwise advise.
8.You state on page 137 that the Transaction Committee selected 12 indications of interest
to prioritize and invite to make management and due diligence presentations and proceed

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 4, 2024 Page 3
 FirstName LastNameKimberlee Drapkin
Graphite Bio, Inc.
January 4, 2024
Page 3
to describe Parties A-D. Please also include a discussion of the other 8 parties and disclose
whether or not they made presentations or otherwise advise.
9.You state on page 145 that the representatives of Leerink Partners reviewed with the
Transaction Committee a list of 31 private and public companies that could be interested
in a strategic transaction with Graphite. Please discuss how you identified these
companies and the general industry of such companies.
10.You state on page 145 that you and your "financial and legal advisors" conducted due
diligence on multiple potential counterparties. Please revise your disclosure to quantify
the approximate number of the potential counterparties that you conducted due diligence
on. In addition, please clarify if there were other material legal or financial advisors other
than Leerink Partners and Goodwin who participated in the diligence.
11.You state that you selected five private companies and Party D to prioritize and include
descriptions of Party E, D, and Lenz. Please also include a description of the other three
parties that you invited to make management and due diligence presentations.
12.We note your disclosure on page 151 where you reference "Graphite's legacy assets."
Please revise your disclosure to clarify if there are any material remaining assets that have
not been sold or licensed by Graphite. We note your disclosure elsewhere, including on
page 344, where you discuss the asset purchase agreement and license and option
agreement for Graphite’s non-genotoxic conditioning technology and Graphite’s nula-
cel program, respectively.
13.We note your disclosure that contingent value rights were included in the initial term sheet
with LENZ. We further note your disclosure that "the manner by which Graphite’s
stockholders would receive value in respect of potential revenue received from the sale or
license of Graphite’s legacy assets, which the parties ultimately agreed would be provided
through an increase of $1.5 million in the enterprise valuation of Graphite rather than a
post-closing CVR agreement." Please revise your disclosure to clarify how this number
was determined and agreed upon.
14.We note your disclosure on page 344 that Graphite entered into an asset purchase
agreement with a third-party pursuant to which Graphite sold to the counterparty,
concurrently with the execution of the APA, certain assets related to Graphite’s non-
genotoxic conditioning technology and entered into a license and option agreement with a
third party pursuant to which Graphite exclusively licensed to the counterparty, and
granted the counterparty, an option to acquire certain intellectual property and materials
related to Graphite’s nula-cel program and related pre-clinical platform assets. Please
revise your Background of the Transaction section to identify the third-party(s), describe
the material terms of the agreements and discuss how the material terms were negotiated
and agreed upon.
15.We note your disclosure on page 143 that the "Graphite board of directors considered
outreach efforts made by Graphite to various other prospective purchasers of the assets

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 4, 2024 Page 4
 FirstName LastNameKimberlee Drapkin
Graphite Bio, Inc.
January 4, 2024
Page 4
and noted that despite advanced diligence conducted on the assets by multiple other
parties, the NGTC acquirer was the sole bidder for the assets to present a proposal to
Graphite." Please revise your disclosure to describe and quantify the "outreach efforts"
and quantify the "multiple other parties" who conducted advanced diligence.
Certain Unaudited Prospective Financial Information, page 161
16.We note your disclosure that "[on] October 19, 2023, Graphite management received
information regarding LENZ’s business and product candidates from LENZ." Please
revise your disclosure to clarify the specific "information" provided by LENZ.
17.We see that you have provided projections of estimated annual revenues, operating
income and unlevered free cash flow for the years ended December 31, 2024 through
2036. Please revise your disclosure to provide more specific assumptions to enhance an
investors understanding of the basis for your projections. For example only, discuss any
pricing assumptions used in your projections.
18.We note your disclosure that Graphite risk-adjusted projections by using
certain probabilities of success (“PoS”). We further note your disclosure of a "a
cumulative 60% PoS adjustment for U.S. revenue for LNZ100 or LNZ101, assuming only
one product candidate would be approved and commercialized." Please revise your
disclosure to describe and clarify with greater specificity how your operating income
projections were adjusted or otherwise advise.
19.We note your assumption that you assumed "LENZ’s product candidate becomes
commercially available in the U.S. in 2025" and a "3-month delay in launch timing."
Please clarify with greater specificity the particular timeframe you used for your
projections. We note your disclosure on page 307 that LENZ anticipates "a launch target
date in mid-2025."
20.We note your risk factor disclosure on page 69 where you state "LENZ’s business
depends entirely on the development and commercialization of LNZ100 or LNZ101, and
LENZ does not have additional product candidates in its current development
pipeline...LENZ currently generates no revenues from sales of any products and may
never generate revenue or be profitable." Please clarify whether your projections, which
extend out to 2036, assume additional product candidate approvals or otherwise advise.
Opinion of Leerink Partners LLC, page 164
21.We note the disclosure on page 168 that for purposes of its analysis, Leerink Partners
utilized the estimated exchange ratio of 1.4135 shares of Graphite common stock for each
share of Lenz, based on Graphite's and Lenz's respective capitalization as of November
14, 2023. We also note the disclosure on page 169 that Leerink's analysis resulted in an
implied exchange ratio of approximately 2.8075 to 3.2957. Please revise to state any
conclusions Leerink reached regarding the exchange ratio used for purposes of the merger
agreement based on the results of the discounted cash flow analysis.

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 4, 2024 Page 5
 FirstName LastNameKimberlee Drapkin
Graphite Bio, Inc.
January 4, 2024
Page 5
Material U.S. Federal Income Tax Consequences of the Merger, page 188
22.We note your representation that Graphite and LENZ "intend" for the merger to qualify as
a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code
of 1986, as amended (the "Code") and your disclosure that "Graphite expects most or all
of the distribution of the special cash dividend to be treated as other than a dividend for
U.S. federal income tax purposes." Please revise your disclosure here and throughout to
provide counsel’s firm opinion for each material tax consequence or explain why such
opinion cannot be given. If the opinion is subject to uncertainty, please (1) provide an
opinion that reflects the degree of uncertainty (e.g., "should" or "more likely than not")
and explains the facts or circumstances giving rise to the uncertainty, and (2) provide
disclosure of the possible alternative tax consequences including risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors. Please
refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin 19,
Legality and Tax Opinions in Registered Offerings for guidance.
Graphite's Material Agreements, page 281
23.Please revise your disclosure to describe the material terms of the Bayside Lease as
amended on October 26, 2023.
24.We note your disclosure here that Graphite entered into a license an option agreement
with a third-party, which was subsequently amended. Please revise your disclosure to
disclose the third-party and describe the material terms of the license an option agreement
as amended and and file the agreements as exhibits pursuant to Item 601(b)(10) of
Regulation S-K or explain the basis for your determination that filing them is not required.
25.We note your disclosure on page 344 that "[o]n August 1, 2023, Graphite entered into an
asset purchase agreement (the “APA”) with a third party pursuant to which Graphite sold
to the counterparty, concurrently with the execution of the APA, certain assets related to
Graphite’s non-genotoxic conditioning technology." Please revise your disclosure to
disclose the third-party and describe the material terms of the agreement and file the
agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K or explain the
basis for your determination that filing is not required.
Principal Stockholder of the Combined Company, page 421
26.Please revise the next amendment to disclose the estimated holdings of the 5% or greater
stockholders.
Exhibits
27.We note you intend to file the form of preliminary proxy card as Exhibit 99.1. Please note
that the form of proxy card should be filed as an appendix rather than as an exhibit to the
registration statement. Refer to the Note to paragraph (a)(3) of Exchange Act Rule 14a-4.

 FirstName LastNameKimberlee Drapkin
 Comapany NameGraphite Bio, Inc.
 January 4, 2024 Page 6
 FirstName LastName
Kimberlee Drapkin
Graphite Bio, Inc.
January 4, 2024
Page 6
General
28.With reference to your disclosures concerning the current status of Graphite Bio Inc.’s
operations, the plans for those operations, and the pro forma accounting treatment for
Graphite Bio's assets and liabilities on page 382, please provide us an analysis concerning
whether Graphite Bio is a shell company as defined in Rule 12b-2 of the Exchange Act or
whether it could become one prior to Closing. For guidance, see Use of Form S-
8, Form 8-K, and Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at
n. 32 as reiterated in Special Purpose Acquisition Companies, Shell Companies, and
Projections, Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text.
            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 Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Goodman, Esq.

CORRESP
1
filename1.htm

CORRESP

 Graphite Bio, Inc.

201 Haskins Way, Suite 210

South San Francisco, CA 94080

July 26, 2022

 Via EDGAR Transmission

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Re: Graphite Bio, Inc.: Registration Statement on Form S-3 filed July 21, 2022 (File
No. 333-266262)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Graphite Bio, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 28, 2022, at 4:00 pm Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.

 If you have any questions regarding this request, please contact Maggie Wong of Goodwin Procter LLP
at (415) 733-6071.

 Sincerely,

 Graphite Bio, Inc.

 /s/ Alethia Young

 Alethia Young

 Chief Financial Officer

cc:
 Josh Lehrer, Graphite Bio, Inc.

Mitchell Bloom, Goodwin Procter LLP

Maggie Wong, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

United States securities and exchange commission logo
July 26, 2022
Josh Lehrer
Chief Executive Officer
Graphite Bio, Inc.
201 Haskins Way, Suite 210
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Registration Statement on Form S-3
Filed July 21, 2022
File No. 333-266262
Dear Mr. Lehrer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maggie Wong, Esq.

CORRESP
1
filename1.htm

CORRESP

 June 22, 2021

Office of Life Sciences

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

 Jane Park

 Jeffrey Gabor

Kristin Lochhead

 Daniel Gordon

Re:
 Graphite Bio, Inc.

Registration Statement on Form S-1 (File
No. 333-256838)

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between June 22, 2021 and
the date hereof, approximately 1,460 copies of the Preliminary Prospectus dated June 22, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration
Statement.

 We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request
of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, June 24, 2021 or as soon thereafter as practicable.

[Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. LLC

 BOFA SECURITIES, INC.

COWEN AND COMPANY, LLC

 SVB LEERINK LLC

As representatives of the Underwriters

By:

Morgan Stanley & Co. LLC

By:

 /s/ Chirag D. Surti

Name: Chirag D. Surti

Title: Vice President

By:

BofA Securities, Inc.

By:

 /s/ Michael Liloia

Name: Michael Liloia

Title: Director

By:

Cowen and Company, LLC

By:

 /s/ Bill Follis

Name: Bill Follis

Title: Managing Director

By:

SVB Leerink LLC

By:

 /s/ Stuart Nayman

Name: Stuart Nayman

Title: Managing Director, Senior Legal Counsel

 [Graphite Bio
– Underwriter Acceleration Request Signature Page]

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

June 22, 2021

 Office of Life Sciences

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Kristin Lochhead

 Daniel Gordon

 Jane Park

 Jeffrey Gabor

Re:
 Graphite Bio, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-256838

Dear Ms. Park,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Graphite Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 24, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Shoaib Ghias at
(510) 759-1494. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent
to our counsel, Goodwin Procter LLP, Attention: Shoaib Ghias, by facsimile to (415) 677-9041.

If you have any questions regarding this request, please contact Shoaib Ghias of Goodwin Procter LLP at
(510) 759-1494.

Sincerely,

GRAPHITE BIO, INC.

 /s/ Josh Lehrer

Josh Lehrer, M.D

Chief Executive Officer

cc:
 Josh Lehrer, Graphite Bio, Inc.

Maggie Wong, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

Mitchell S. Bloom, Goodwin Procter LLP

Charlie Kim, Cooley LLP

Kristin VanderPas, Cooley LLP

Denny Won, Cooley LLP

David Peinsipp, Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

Three Embarcadero Center,

 28th Floor

 San Francisco, CA 94111

goodwinlaw.com

 +1 415 733 6000

 June 22, 2021

VIA EDGAR

 Office of Life Sciences

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street N.E.

 Washington, D.C.
20549

Attn:
 Kristin Lochhead

 Daniel Gordon

 Jane Park

 Jeffrey Gabor

Re:
 Graphite Bio, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed June 21, 2021

 File No. 333-256838

Ladies and Gentlemen:

 This letter is being
submitted on behalf of Graphite Bio, Inc. (the “Company”) in response to comments contained in the letter dated June 22, 2021 (the “Letter”) from the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) to Josh Lehrer, Chief Executive Officer of the Company, with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-1
filed with the Commission on June 21, 2021 (the “Second Amended Registration Statement”). The Company is concurrently filing an Amendment No. 3 to the Registration Statement on Form
S-1 (the “Third Amended Registration Statement”), including changes in response to the Staff’s comments.

The responses set forth below have been organized in the same manner in which the Commission’s comments were organized and, unless
otherwise indicated, all page references in the recitations of the Staff’s comments refer to the Second Amended Registration Statement and page references in the Company’s response refer to the Third Amended Registration Statement as
marked. Copies of this letter and its attachments will also be provided to Kristin Lochhead, Daniel Gordon, Jane Park and Jeffrey Gabor of the Commission.

 United States Securities and Exchange Commission

June 22, 2021

  Page
 2

 Intellectual Property, page 143

1. We refer to your disclosure on page 144 regarding the various patent and patent applications in-licensed from
IDT. Please restore your disclosure with respect to the applicable jurisdictions of the in-licensed patent and patent applications and also clarify the type of patent protection for the patent and patent
applications referenced.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 144
of the Third Amended Registration Statement to address the comment.

 2. We refer to your disclosure on page 147 relating to your license agreement with
IDT. Please provide the current expiration date for the last-to-expire patent licensed under the IDT License Agreement, as well as the aggregate amounts paid to date
under this agreement, as applicable.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure
on page 148 of the Third Amended Registration Statement to address the comment.

 If you require additional information, please telephone the undersigned
at (415) 733-6071.

Sincerely,

/s/ Maggie Wong

Maggie Wong

 Enclosures:

cc:
 Josh Lehrer, Graphite Bio, Inc.

 Shoaib Ghias, Goodwin Procter LLP

 Mitchell S. Bloom, Goodwin Procter LLP

 Charlie Kim, Cooley LLP

 Kristin VanderPas, Cooley LLP

 Denny Won, Cooley LLP

 David Peinsipp, Cooley LLP

United States securities and exchange commission logo
June 22, 2021
Josh Lehrer
Chief Executive Officer
Graphite Bio, Inc.
279 East Grand Avenue, Suite 430
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 21, 2021
File No. 333-256838
Dear Dr. Lehrer:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed June 21, 2021
Intellectual Property, page 143
1.We refer to your disclosure on page 144 regarding the various patent and patent
applications in-licensed from IDT.  Please restore your disclosure with respect to the
applicable jurisdictions of the in-licensed patent and patent applications and
also clarify the type of patent protection for the patent and patent applications referenced.
2.We refer to your disclosure on page 147 relating to your license agreement with IDT.
Please provide the current expiration date for the last-to-expire patent licensed under the
IDT License Agreement, as well as the aggregate amounts paid to date under this
agreement, as applicable.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 June 22, 2021 Page 2
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
June 22, 2021
Page 2
            You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maggie Wong, Esq.

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 Three Embarcadero
Center,

 28th Floor

San Francisco, CA 94111

 goodwinlaw.com

 +1 415 733 6000

 June 11, 2021

VIA EDGAR

 Office of Life Sciences

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street N.E.

 Washington,
D.C.  20549

Attn:
 Kristin Lochhead

Daniel Gordon

 Jane Park

Jeffrey Gabor

Re:
 Graphite Bio, Inc.

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

Submitted on May 21, 2021

CIK No. 0001815776

 Ladies and
Gentlemen:

 This letter is being submitted on behalf of Graphite Bio, Inc. (the “Company”) in response to comments
contained in the letter dated June 7, 2021 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Josh Lehrer, Chief Executive Officer of
the Company, with respect to the Company’s confidential submission of Amendment No. 1 to the Draft Registration Statement on Form S-1 that was submitted on May 21, 2021 (the “Amended
Draft Registration Statement”). The Company is concurrently filing an Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”)
that was filed on June 4, 2021, including changes in response to the Staff’s comments.

 The responses set forth below have been
organized in the same manner in which the Commission’s comments were organized and, unless otherwise indicated, all page references in the recitations of the Staff’s comments refer to the Amended Draft Registration Statement and page
references in the Company’s response refer to the Amended Registration Statement as marked. Copies of this letter and its attachments will also be provided to Kristin Lochhead, Daniel Gordon, Jane Park and Jeffrey Gabor of the Commission.

 United States Securities and Exchange Commission

June 11, 2021

  Page
 2

 Stanford Exclusive License Agreement and Option Agreement, page 96

1.
 We note your disclosure on page 97 of the First Option Agreement with Stanford. Please expand your
disclosure to include discussion of the Second Option Agreement with Stanford, including whether you have exercised this option. We refer to your disclosure of the Second Option Agreement on page 146.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has expanded the disclosure on pages
97-98 of the Amended Registration Statement to include discussion of the Second Option Agreement with Stanford, and disclose that this option has not yet been exercised.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Significant Judgments and
Estimates, Stock-Based Compensation Expense, page 107

2.
 Once you have an estimated offering price or range, please tell us the fair value of the common stock
underlying your issuances of share based compensation for the most recent period and explain 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 share based compensation. Please discuss with the staff how to submit your response.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and notes that the Company has provided the additional requested information in our
letter to the Commission dated June 10, 2021.

 Exhibits

3.
 We refer to the exclusive license agreements (including the amendments thereto) and option agreements filed
as Exhibits 10.12, 10.13, 10.14 and 10.15 to your registration statement. We note that certain identified information has been redacted in these exhibits because it is not material. Please revise the statement on the first page of each exhibit to
note that certain identified information has been excluded from such exhibit because it is both not material and is the type that you treat as private or confidential. Refer to Item 601(b) of Regulation S-K.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the statements on the first page of each
of the indicated exhibits to include the noted language and re-filed such exhibits with the Amended Registration Statement.

 United States Securities and Exchange Commission

June 11, 2021

  Page
 3

 If you require additional information, please telephone the undersigned at (415) 733-6071.

 Sincerely,

/s/ Maggie Wong

Maggie Wong

 Enclosures:

cc:
 Josh Lehrer, Graphite Bio, Inc.

Shoaib Ghias, Goodwin Procter LLP

Mitchell S. Bloom, Goodwin Procter LLP

Charlie Kim, Cooley LLP

Kristin VanderPas, Cooley LLP

Denny Won, Cooley LLP

David Peinsipp, Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 3 Embarcadero Center

San Francisco, CA 94111

 goodwinlaw.com

+1 415 733 6000

 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is

 Graphite Bio,
Inc.

 279 East Grand Avenue, Suite 430

 South San Francisco,
CA 94080

 Telephone: (650) 484-0886

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

 June 10, 2021

 VIA
EDGAR AND SECURE FILE TRANSFER

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 4561

100 F Street, NE

 Washington, D.C. 20549

Attention: Jane Park and Jeffrey Gabor

Re:
 Graphite Bio, Inc.

Registration Statement on Form S-1

File No. 333-256838

CIK No. 0001815776

 Rule 83
Confidential Treatment Request by Graphite Bio, Inc.

 Ladies and Gentlemen:

On behalf of Graphite Bio, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated June 7, 2021 (the “Comment Letter”) relating to the Company’s Registration Statement on

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, Inc.

 June 10, 2021

  Page
 2

Form S-1, originally confidentially submitted to the Commission on April 16, 2021, resubmitted by amendment to the Commission on May 21, 2021 and
subsequently publicly filed by the Company with the Commission on June 4, 2021 (File No. 333-256838) (the “Registration Statement”), we submit this supplemental letter to further
address Comment 2 of the Comment Letter.

 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) in a pre-effective amendment to the Registration
Statement that includes the estimated Preliminary Price Range; however, all dollar amounts and per share amounts in this letter are pre-Stock Split, 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. §200.83, and that the Commission provide timely notice to Josh Lehrer, President and Chief Executive Officer, Graphite Bio, Inc., 279 East Grand Avenue, Suite 430, South San Francisco, CA 94080, 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.

 2. Once you have an estimated offering
price or range, please tell us the fair value of the common stock underlying your issuances of share based compensation for the most recent period and explain 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 share based compensation. Please discuss with the staff how to submit your
response.

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, INC.

 June 10, 2021

  Page
 3

 The Company respectfully submits the below additional information to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuations of its common stock and the estimated offering
price range for its initial public offering (“IPO”).

 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 IPO, before giving effect to a 1-for-[***] 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. This Preliminary Price Range is based on a number of factors, including prevailing market conditions, the Company’s financial condition and prospects,
estimates of the Company’s business potential, prospects for the Company and the life sciences and biopharmaceutical sectors, the general condition of the securities market, the recent market prices of, and the demand for, publicly-traded
common stock of generally comparable companies, feedback from investors and preliminary discussions with the underwriters for the IPO regarding potential valuations of the Company. 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 indicative price range will not be subject to significant change.

 Determining
the Fair Value of Stock Options Prior to the IPO

 As described in detail on pages 107 through 109 in the Management’s Discussion
and Analysis of Financial Condition and Results of Operations section of the prospectus included within the Registration Statement, which includes an explanation of the Company’s approach to accounting for stock-based compensation, the Company
has historically determined the fair value of the Company’s common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of
Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”).

 In addition, the
Company’s Board of Directors (the “Board of Directors”) also considered numerous objective and subjective factors, as disclosed in the Company’s most recent filing of the Registration Statement on June 4, 2021, along
with input from management and third-party valuations, to determine the fair value of the Company’s common stock.

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, INC.

 June 10, 2021

  Page
 4

 The section captioned “Stock-Based Compensation Expense” on pages 107 through 109
in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Registration Statement includes an explanation of the Company’s approach to accounting for stock-based compensation, including the
methodology and factors used by the Company to determine the fair value of its common stock.

 The Company determined that the fair value
of its common stock increased from $[***] per share as of June 30, 2020 to $[***] per share as of April 30, 2021. The following discussion describes the reasons for the increases in the fair value of the Company’s common stock over
this period.

 The assumptions used in the valuation model to determine the estimated fair value of the Company’s common stock as of
the grant date of each award are based on numerous objective and subjective factors, combined with management’s judgment, including the following:

•

 the Company’s stage of development;

•

 progress of the Company’s research and development efforts, including its acquisition of intellectual
property rights to expand its platform;

•

 the impact of significant corporate events or milestones, including the negotiation and closing of the
Company’s Series A and Series B redeemable convertible preferred stock financings;

•

 material risks related to the Company’s business;

•

 the Company’s actual operating results and financial condition, including the Company’s level of
available capital resources;

•

 rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those
of the common stock;

•

 the status of the Company’s organization, including its recruitment and hiring of senior management and
other employees, as well as the composition of its Board of Directors;

•

 equity market conditions affecting comparable public companies;

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, INC.

 June 10, 2021

  Page
 5

•

 the effect of the COVID-19 pandemic on the global economy and the global
capital markets;

•

 the likelihood and potential timing of achieving a liquidity event for the shares of common stock, such as an
initial public offering, given prevailing market and biotechnology sector conditions; and

•

 the lack of marketability of the Company’s common stock.

Common stock valuation methodologies

 The
AICPA Practice Guide identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the AICPA Practice
Guide, the Company considered the following methods:

 Current Value Method. Under the current value method
(“CVM”), the enterprise value is calculated based on an assumed forced asset sale at the valuation date and the corresponding allocation of proceeds based on the rights and preferences of each class of equity.

Option Pricing Method. Under the option pricing method (“OPM”), shares are valued by creating a series of call
options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the redeemable convertible preferred and common stock are inferred by analyzing these options.

Probability-Weighted Expected Return Method. The probability-weighted expected return method (“PWERM”) is a
scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future outcomes and investment.

Hybrid Approach. Under this approach, the Company used PWERM in combination with CVM or OPM (the “Hybrid Approach”) to
determine the estimated fair value of the Company’s common stock.

 The Company’s most recent third-party valuations, which do
not reflect the anticipated Stock Split and were used by the Board of Directors to determine the fair value of the Company’s common stock as of the grant date of each option award in 2020 and 2021, considered a combination of the following
three scenarios: a CVM scenario, an IPO scenario and a non-IPO scenario (estimated using the OPM). The IPO scenario reflects an exit or liquidity event by means of a sale of stock by the Company to the public.
The IPO scenario assumed that all shares of redeemable convertible preferred stock would convert into shares of common stock

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, INC.

 June 10, 2021

  Page
 6

and would no longer have the liquidation preferences and preferential rights attributable to the redeemable convertible preferred stock as compared to the common stock prior to the IPO. The
equity value of the Company in the IPO scenarios and the non-IPO scenarios was determined using either the market approach or the back-solve method. The back-solve method assigns an implied enterprise value
based on the most recent round of funding or investment and allows for the incorporation of the implied future benefits and risks of the investment decision assigned by an outside investor. Each valuation probability-weighted the future-event
scenarios based on the Company’s assessment of its research and development pipeline and market conditions at that time.

 Key assumptions used by the
Company in its most recent valuations, and the resulting indicated fair value of the Company’s common stock, were as follows:

CVM Scenario

IPO Scenario

Non-IPO Scenario

Indicated Fair
Value per Share
of Common
Stock

Valuation Date

 Probability

Weighting

DLOM

 Probability

Weighting

DLOM

 Probability

Weighting

DLOM

 June 30, 2020

25
%

35
%

n/a

n/a

75
%

35
%

$
[
***]

 December 31, 2020

n/a

n/a

20
%

15
%

80
%

35
%

$
[
***]

 February 2, 2021

n/a

n/a

25
%

15
%

75
%

35
%

$
[
***]

 March 31, 2021

n/a

n/a

35
%

12
%

65
%

33
%

$
[
***]

 April 30, 2021

n/a

n/a

50
%

10
%

50
%

32
%

$
[
***]

 At each grant date, the Company’s Board of Directors reviewed any recent events affecting the Company
since the date of the last third-party valuation and the potential impact of such events on the estimated fair value per share of the Company’s common stock. For grants of stock awards made on dates for which there was no valuation available
from an independent valuation specialist, the Company’s Board of Directors determined the fair value of the Company’s common stock on the date of grant based upon the immediately preceding valuation and other pertinent information
available to it at the time of grant.

 Grants of equity awards by the Company from March 24, 2020 to June 30, 2020 were made at
purchase prices ranging from $0.00001 per share to $0.001 per share, which the Board of Directors relied upon to determine the fair value. The purchase price for these awards was immaterial because the Company was in the very early stages of
building its organization and commencing operations, and had not yet secured a license or other rights to key intellectual property for use in its research and development activities.

For grants made between June 30, 2020 and January 31, 2021, the Board of Directors relied on the June 30, 2020 Valuation Report
(as defined below). For grants made in March 2021, the Board of Directors relied upon the February 2, 2021 Valuation Report (as defined below). For grants made in April 2021, the Board of Directors relied upon the March 31, 2021 Valuation
Report (as defined below). For grants made in May 2021, the Board of Directors relied upon the April 30, 2021 Valuation Report (as defined below). The Company did not make any equity grants subsequent to May 14, 2021.

 CONFIDENTIAL TREATMENT
REQUESTED BY GRAPHITE BIO, INC.

 June 10, 2021

  Page
 7

 However, for financial reporting purposes, the fair value of the Company’s common stock
for equity grants made after June 30, 2020 through May 2021 were adjusted in connection with a retrospective fair value assessment. Accordingly, (a) the Company used the fair value of its common stock as of December 31, 2020
retrospectively when calculating the fair value of the equity awards granted during the period from June 30, 2020 through December 31, 2020, (b) the Company used the fair value of its common stock as of February 2, 2021
retrospectively for awards granted in January 2021, (c) the Company used the fair value of its common stock as of March 31, 2021 retrospectively for awards granted in March 2021, and (d) the Company used the fair value of its common sto

United States securities and exchange commission logo
June 7, 2021
Josh Lehrer
Chief Executive Officer
Graphite Bio, Inc.
279 East Grand Avenue, Suite 430
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 21, 2021
CIK No. 0001815776
Dear Dr. Lehrer:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted on May 21, 2021
Stanford Exclusive License Agreement and Option Agreement, page 96
1.We note your disclosure on page 97 of the First Option Agreement with Stanford.  Please
expand your disclosure to include discussion of the Second Option Agreement with
Stanford, including whether you have exercised this option.  We refer to your disclosure
of the Second Option Agreement on page 146.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 June 7, 2021 Page 2
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
June 7, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates, Stock-Based
Compensation Expense, page 107
2.Once you have an estimated offering price or range, please tell us the fair value of the
common stock underlying your issuances of share based compensation for the most recent
period and explain 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 share based compensation. Please discuss with the staff how to submit your
response.
Exhibits
3.We refer to the exclusive license agreements (including the amendments thereto) and
option agreements filed as Exhibits 10.12, 10.13, 10.14 and 10.15 to your registration
statement.  We note that certain identified information has been redacted in these exhibits
because it is not material.  Please revise the statement on the first page of each exhibit to
note that certain identified information has been excluded from such exhibit because it is
both not material and is the type that you treat as private or confidential.  Refer to Item
601(b) of Regulation S-K.
            You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maggie Wong, Esq.

United States securities and exchange commission logo
May 14, 2021
Josh Lehrer
Chief Executive Officer
Graphite Bio, Inc.
279 East Grand Avenue, Suite 430
South San Francisco, CA 94080
Re:Graphite Bio, Inc.
Draft Registration Statement on Form S-1
Submitted April 16, 2021
CIK No. 0001815776
Dear Dr. Lehrer:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted April 16, 2021
Overview, page 1
1.Please clarify the meaning of scientific or technical terms the first time they are used in
order to ensure that lay readers will understand the disclosure.  For example, please briefly
explain what you mean by insertional oncogenesis, XSCID, CCR5, and HbgS.
2.Given your dependence on intellectual property licensed from third parties, particularly
Stanford University, please revise this section to state that your gene editing platform
relies on certain patent rights and proprietary technology from third parties.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 May 14, 2021 Page 2
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
May 14, 2021
Page 2
3.We note your statement that you believe your approach could enable "limitless
applications."  Please place this selected disclosure in its proper context by revising your
Summary disclosure to make it clear, per the disclosure on page 43, that the Stanford
License Agreement provides that your field of use is solely for the development of
prophylactics and therapeutics for sickle cell disease, XSCID, and beta-thalassemia.
Our Pipeline, page 7
4.We note that you have combined the columns for Phase 1 and 2 trials in your pipeline
table.  Please revise to include a separate column for the Phase 2 trial.  In addition, we
note the inclusion of “Other non-HSC discovery programs” for undisclosed indications in
the last row of your pipeline table.  Given the status of development and limited disclosure
regarding the discovery programs, it seems premature to highlight these programs
prominently in your Summary pipeline table.  Please remove them from the Summary
table and on page 112 or advise.
5.We refer to the fourth and fifth rows in your pipeline table under the headings
“Therapeutic protein production (CCR5 locus)” and “Therapeutic protein production
(alpha-globin).”  Given the early-stage development of these programs, please explain
why these programs are sufficiently material to your business to warrant inclusion in
your pipeline table.  If they are material, please expand your disclosure in your Business
section to provide a more fulsome discussion of these programs, including a description of
preclinical studies or other development activities conducted.  Alternatively, remove any
programs that are not currently material from your pipeline table.
Our Strategy, page 7
6.We note your disclosure under the first bullet point on pages 8 and 113 that your strategy
is to “rapidly demonstrate” clinical proof-of-concept for gene correction with your lead
product candidate. Please revise these statements and any similar disclosure to remove any
implication that you will be successful in advancing your product candidate in a rapid or
accelerated manner as such statements are speculative.
Our Team and Investors, page 7
7.We note that your website lists Dr. Daniel Dever a co-founder and the Head of Discovery
Research of the company.  Please explain whether Dr. Dever remains involved in the
company, and if so, in what capacity.  If material, please revise the prospectus, where
appropriate, to discuss Dr. Dever’s role in founding the company and describe his current
role, including any compensation derived from his services.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 May 14, 2021 Page 3
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
May 14, 2021
Page 3
We face significant competition in an environment of rapid technological change..., page 28
8.We note your disclosure on pages 29 and 138 that several of your competitors in
preclinical or clinical development also utilize CRISPR nuclease technology in gene
editing therapies.  Please disclose whether any of your competitors are utilizing CRISPR
technology with HDR or for the treatment of sickle cell disease, XSCID or Gaucher
disease.
Our rights to develop and commercialize our gene editing platform technology and product
candidates are subject..., page 42
9.We note your disclosure that the in-licensed patent rights from the Stanford License are
jointly owned by Stanford University and a third party.  Please identify the third party or
tell us why this information is not material.
Our amended and restated by-laws will designate the Court of Chancery of the State of
Delaware..., page 78
10.We note your disclosure that the forum selection provision in your amended by-laws may
limit your stockholders’ ability to litigate disputes with you in a different judicial forum.
Please revise this risk factor and your disclosure in the Business section to disclose that
there is also a risk that your forum selection provision may result in increased costs for
investors to bring a claim.
Gene Replacement, page 111
11.We note your disclosure here and elsewhere in the prospectus that you have an agreement
to investigate the potential use of a clinical-stage non-genotoxic HSC targeted
conditioning regimen with GPH201.  Please expand your disclosure to discuss the
material terms of and the parties to the agreement.  If material, please also file the
agreement as an exhibit to the registration statement as required by Item 601(b)(10) of
Regulation S-K or tell us why you believe you are not required to do so.
Preclinical Validation, page 128
12.We note your disclosure on pages 132 and 135 concerning the preclinical data for each of
your GPH201 and GPH301 product candidates.  Please revise to include more detailed
descriptions of each preclinical trial conducted, including the number of tests conducted,
the number of samples used in each test and the range of results observed.
13.We refer to the graphics on right panel of the figure on page 129 and the lower right panel
of the figure on page 132 under the heading “IL2RG gene replacement in XSCID
patient…”  Please expand your disclosure, where appropriate, to discuss your results
concerning the lymphoid and myeloid/erythroid cells.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 May 14, 2021 Page 4
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
May 14, 2021
Page 4
14.We note that the graphics on page 135 under the heading “Figure: Insertion of the GBA
gene in the CCR5 safe harbor…” contain text that is illegible.  Please revise accordingly.
GPH101 Phase 1/2 Clinical Trial Design, page 130
15.Please revise this section to explain the primary and secondary endpoints of your Phase
1/2 clinical trial of GPH101, as well as for your Phase 1/2 trials for GPH201 and GPH301
on pages 133 and 135 respectively, if any.  We also note that you have not yet completed
IND studies for your GPH201 and GPH301 product candidates.  In this regard, please also
disclose in this section when you expect to complete your IND-enabling studies for each
of the GPH201 and GPH301 product candidates.
Competition, page 138
16.Please revise your discussion of competitive conditions by describing in greater detail the
current landscape for patent protections in your industry. In this regard, we note that
across several risk factors on pages 41 to 50 you address specific risks stemming from
existing third-party patents and patent applications. In your discussion of this landscape,
identify specific patents and patent applications, if material, as well as their
holders/applicants.
Intellectual Property, page 139
17.We note your disclosure on page 139 that you intend to obtain rights to various
components of your genome editing platform through one or more licenses from third
parties.  To the extent known, please disclose the third parties you intend to license patent
applications from.  Please also clarify whether your platform is dependent upon these
rights.  If so, please include appropriate risk factor disclosure.
18.You disclose on page 139 that you own one provisional patent application relating to the
gene editing and replacement for the treatment of beta-thalassemia.  Please also disclose
the type of patent protection that would be provided for this patent application.
19.We note your disclosure of seven in-licensed patent applications from Stanford.  Please
expand your disclosure to include the patent protections afforded to each of the seven
patent applications, as well as the jurisdictions of the six ex-U.S. patent applications.  We
also refer to your disclosure on page 43 that your in-licensed patent rights under the
Stanford License Agreement are jointly owned by Stanford University and another third
party.  Please disclose in this section the third party that jointly owns your in-licensed
patent rights.
Exclusive License Agreement with the Board of Trustees of the Leland Stanford Junior
University, page 140
20.Please disclose when the last-to-expire licensed patent is scheduled to expire and the
aggregate amounts paid to date under the Stanford License Agreement.

 FirstName LastNameJosh Lehrer
 Comapany NameGraphite Bio, Inc.
 May 14, 2021 Page 5
 FirstName LastName
Josh Lehrer
Graphite Bio, Inc.
May 14, 2021
Page 5
Principal Stockholders, page 184
21.In your revised prospectus, please include footnotes to your table to identify the natural
persons who are the beneficial owners of the shares held by entities affiliated with Versant
Ventures and Samsara BioCapital.
General
22.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Maggie Wong, Esq.