SecProbe.io

<DOCUMENT>
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<TEXT>
 March 21, 2025

Brian C. Thomas
Chief Executive Officer
Metagenomi, Inc.
5959 Horton Street, 7th Floor
Emeryville, CA 94608

 Re: Metagenomi, Inc.
 Registration Statement on Form S-3
 Filed March 17, 2025
 File No. 333-285867
Dear Brian C. Thomas:

 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 Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Justin Platt
</TEXT>
</DOCUMENT>

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   VIA EDGAR March 21, 2025 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky

 Re:
 Metagenomi, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-285867

 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Metagenomi, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to March 25, 2025, at 4:01 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 Edwin M. O’Connor at (212) 813–8853 or Justin S. Platt at (212) 459-7340. If you have any questions regarding this request, please contact Justin S. Platt of Goodwin Procter LLP at (212) 459 7340.

 Sincerely,

 METAGENOMI, INC.

 /s/ Brian C. Thomas

 Brian C. Thomas

 Chief Executive Officer

 cc:
 Brian C. Thomas, Ph.D., Metagenomi, Inc. Matthew Wein, Metagenomi, Inc. Mitchell S. Bloom, Goodwin Procter LLP Edwin M. O’Connor, Goodwin Procter LLP Justin S. Platt, Goodwin Procter LLP

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 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 February 7, 2024

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do, Angela Connell, Tyler
Howes and Suzanne Hayes

  Re:

Metagenomi, Inc.

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

Filed February 5, 2024

File No. 333-276413

 Dear Ladies and Gentlemen:

This letter is submitted on behalf of Metagenomi, Inc. (the “Company”), in response to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form
S-1 filed on January 5, 2024, as amended by Amendment No. 1 to Registration Statement on Form S-1, filed on January 8, 2024, and Amendment No. 2 to
Registration Statement on Form S-1, filed on February 5, 2024 (the “Registration Statement”), as set forth in the Staff’s letter, dated February 6, 2024, addressed to Brian
Thomas, Ph.D. (the “Comment Letter”). The Company is concurrently publicly filing the Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment
No. 3”).

 For reference purposes, the text of the Comment Letter has been reproduced herein with responses
below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration
Statement, and page references in the responses refer to the Amendment No. 3. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amendment No. 3.

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

Use of Proceeds, page 94

1.
 We note that you intend to fund continued research and development of your therapeutic portfolio including
preclincial studies and advancement through preclinical proof-of-concept, and at least two IND filings for “certain” of your preclinical programs with the

 1

proceeds from this offering. Please clarify if the continued research and development will be allocated evenly across all of your programs and if you have determined which of your preclinical
programs you will fund with the proceeds from this offering. To the extent these programs are known, please also revise to disclose them in your Use of Proceeds section. If you have not determined which preclinical programs you will fund with
proceeds from the offering, please explain how you will determine which programs to fund.

 RESPONSE: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 12 and 94 of Amendment No. 3 in response to the Staff’s comment.

If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8800.

Sincerely,

Enclosures

 /s/ Edwin M. O’Connor

Edwin M. O’Connor, Esq.

cc:

Brian C. Thomas, Ph.D., Metagenomi, Inc.

Mitchell S. Bloom, Esq., Goodwin Procter LLP

Justin S. Platt, Esq., Goodwin Procter LLP

 2

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 VIA EDGAR

February 6, 2024

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Jenn Do, Angela Connell, Tyler Howes and Suzanne Hayes

Re:
 Metagenomi, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-276413

Dear Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Metagenomi, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to February 8, 2024 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 Edwin M.
O’Connor at (212) 813–8853 or Justin S. Platt at (212) 459-7340.

 If you have any
questions regarding this request, please contact Justin S. Platt of Goodwin Procter LLP at (212) 459 7340.

Sincerely,

METAGENOMI, INC.

 /s/ Brian C. Thomas

Brian C. Thomas

Chief Executive Officer

cc:
 Brian C. Thomas, Ph.D., Metagenomi, Inc.

Simren Delaney, Ph.D., LLM, Metagenomi, Inc.

Matthew L. Wein, J.D., Metagenomi, Inc.

Mitchell S. Bloom, Goodwin Procter LLP

Edwin M. O’Connor, Goodwin Procter LLP

Justin S. Platt, Goodwin Procter LLP

United States securities and exchange commission logo
February 6, 2024
Brian Thomas, Ph.D.
Chief Executive Officer
Metagenomi, Inc.
5959 Horton Street, 7th Floor
Emeryville, CA 94608
Re:Metagenomi, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 5, 2024
File No. 333-276413
Dear Brian Thomas:
            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. 2 to Registration Statement on Form S-1
Use of Proceeds, page 94
1.We note that you intend to fund continued research and development of your therapeutic
portfolio including preclincial studies and advancement through preclinical proof-of-
concept, and at least two IND filings for "certain" of your preclinical programs with the
proceeds from this offering. Please clarify if the continued research and development will
be allocated evenly across all of your programs and if you have determined which of your
preclinical programs you will fund with the proceeds from this offering. To the extent
these programs are known, please also revise to disclose them in your Use of Proceeds
section. If you have not determined which preclincial programs you will fund with
proceeds from the offering, please explain how you will determine which programs to
fund.
            Please contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you have
questions regarding comments on the financial statements and related matters. Please contact

 FirstName LastNameBrian Thomas, Ph.D.
 Comapany NameMetagenomi, Inc.
 February 6, 2024 Page 2
 FirstName LastName
Brian Thomas, Ph.D.
Metagenomi, Inc.
February 6, 2024
Page 2
Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin M. O'Connor, Esq.

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 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Cowen and Company, LLC

599 Lexington Avenue

 New York, New York 10022

Wells Fargo Securities, LLC

 500 West 33rd Street, 14th Floor

 New York, New York 10001

 BMO Capital Markets Corp.

151 West 42nd Street, 32nd Floor

 New York, New York 10036

February 6, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Jenna Do

Angela Connell

 Tyler Howes

Suzanne Hayes

Re:
 Metagenomi, Inc.

Registration Statement on Form S-1 (File
No. 333-276413)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Metagenomi, Inc. (the “Company”) for acceleration of the effective date
of the above-referenced Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 p.m. Eastern time on February 8, 2024, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish
to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will
comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 2

Very truly yours,

J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

COWEN AND COMPANY, LLC

WELLS FARGO SECURITIES, LLC

BMO CAPITAL MARKETS CORP.

As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement

J.P. MORGAN SECURITIES LLC

By:

 /s/ Benjamin Burdett

Name:

Benjamin Burdett

Title:

Managing Director, Head of Healthcare ECM

JEFFERIES LLC

By:

 /s/ Brian Czyzewski

Name:

Brian Czyzewski

Title:

Managing Director

COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

Name:

Bill Follis

Title:

Managing Director

WELLS FARGO SECURITIES LLC

By:

 /s/ David Bohn

Name:

David Bohn

Title:

Managing Director

BMO CAPITAL MARKETS CORP.

By:

 /s/ Marc Ogborn

Name:

Marc Ogborn

Title:

Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]

CORRESP
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 Goodwin Procter LLP

620 8th Avenue

New York, NY 10018

goodwinlaw.com

+1 212 813 8800

 February 5, 2024

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do, Angela Connell, Tyler
Howes and Suzanne Hayes

 Re: Metagenomi, Inc.

Risa Stack Resignation Letter

 Dear Ladies and
Gentlemen:

 On behalf of Metagenomi, Inc. (the “Company”), we submit the enclosed resignation letter (the “Resignation
Letter”) of Risa Stack, a member of the board of directors (the “Board”) of the Company. The Resignation Letter was delivered to the Company to inform it that Ms. Stack will automatically resign as a
member of the Board, effective as of immediately prior to, and contingent upon, the effectiveness of the Company’s registration statement on Form S-1.

This letter is being furnished to the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission in accordance with Section 11(b)(1) of the Securities Act of 1933, as amended, to notify the Staff that Ms. Stack will not be responsible for the contents of the Company’s registration statement on Form S-1 (File No. 333-276413), including any amendments thereto.

 If you should
have any questions regarding these matters, please contact the undersigned at (212) 813–8853.

 Sincerely,

 /s/ Edwin M. O’Connor

 Edwin M. O’Connor, Esq.

 cc:

 Brian C. Thomas, Ph.D., Metagenomi, Inc.

 Mitchell S. Bloom, Goodwin Procter LLP

 Justin S. Platt, Goodwin Procter LLP

 January 19, 2024

Board of Directors

 Metagenomi, Inc.

1545 Park Avenue

 Emeryville, CA 94608

Re: Director Resignation

 Ladies and Gentlemen:

I, Risa Stack, write to inform you that I hereby automatically resign from the board of directors (the “Board”) of Metagenomi, Inc., a
Delaware corporation (the “Company”), and all committees of the Board, effective as of immediately prior to, and contingent upon, the effectiveness of the Company’s registration statement on Form
S-1 in connection with the Company’s initial public offering, and that I will not be responsible for any part of such registration statement.

Very truly yours,

/s/ Risa Stack

Risa Stack

CORRESP
1
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CORRESP

 Goodwin Procter LLP

620 8th Avenue
New York, NY 10018

goodwinlaw.com

 +1 212
813 8800

 January 18, 2024

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do, Angela Connell, Tyler
Howes and Suzanne Hayes

 Re: Metagenomi Technologies, LLC

Santhosh Palani Resignation Letter

 Dear Ladies
and Gentlemen:

 On behalf of Metagenomi Technologies, LLC (the “Company”), we submit the enclosed resignation letter (the
“Resignation Letter”) of Santhosh Palani, a member of the board of managers (the “Board”) of the Company. The Resignation Letter was delivered to the Company to inform it that Mr. Palani will
automatically resign as a member of the Board effective as of January 17, 2024.

 This letter is being furnished to the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission in accordance with Section 11(b)(1) of the Securities Act of 1933, as amended, to notify the Staff that Mr. Palani will not be responsible
for the contents of the Company’s registration statement on Form S-1 (File No. 333-276413), including any amendments thereto.

If you should have any questions regarding these matters, please contact the undersigned at (212) 813–8853.

Sincerely,

/s/ Edwin M. O’Connor

Edwin M. O’Connor, Esq.

 cc:

 Brian C. Thomas, Ph.D.,
Metagenomi Technologies, LLC

 Mitchell S. Bloom, Goodwin Procter LLP

Justin S. Platt, Goodwin Procter LLP

 January 17, 2024

Brian Thomas, Ph.D.

 Chief Executive Officer

Metagenomi Technologies, LLC

 5959 Horton St., Floor 7

Emeryville, California 94608

 Re: Resignation Letter
Agreement

 Dear Brian:

 Pursuant Section 1.2(d) of
the Amended and Restated Voting Agreement dated January 21, 2022 (the “Agreement”), I hereby tender my resignation from the Board of Managers (the “Board”) of Metagenomi Technologies, LLC
(the “Company”), effective immediately. Accordingly, PFM agrees to waive its right to designate a PFM Designee in anticipation of the Removal Transaction expected to occur in approximately one (1) month (capitalized
terms defined in the Agreement).

 My decision to resign from the Board is not the result of any disagreement with the Company’s operations, business,
policies, practices and/or other affairs.

 By acceptance of this letter agreement, the Company confirms that all material
non-public information regarding the Company will be disclosed in the Registration Statement, including the related preliminary prospectus or prospectuses included in the Registration Statement.

I greatly appreciate the opportunity to have served on the Board and wish you and the Company success in the future.

Very truly yours,

Santhosh Palani, Ph.D

Signature:

/s/ Santhosh Palani

Confirmed and accepted:

 Metagenomi Technologies, LLC

By:

/s/ Brian Thomas

Name: Brian Thomas, Ph.D.

Title: Chief Executive Officer

CORRESP
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 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 January 16, 2024

FOIA CONFIDENTIAL TREATMENT REQUEST

 The entity
requesting confidential treatment is

 Metagenomi Technologies, LLC

1545 Park Avenue

 Emeryville, California 94608

Telephone: (510) 871-4880

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do, Angela Connell, Tyler
Howes and Suzanne Hayes

 RE: Metagenomi Technologies, LLC

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

File No. 333-276413

CIK No. 0001785279

 Rule 83 Confidential
Treatment Request by Metagenomi Technologies, LLC

 Dear Ladies and Gentlemen:

On behalf of Metagenomi Technologies, LLC (the “Company”), in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) received by letter dated August 30, 2023 (the “Comment Letter”) relating to the Company’s Registration Statement on Form
S-1, originally confidentially submitted to the Commission on August 3, 2023, and subsequently publicly filed by the Company with the Commission on January 5, 2024, as amended on January 8, 2024
(File No. 333-276413) (the “Registration Statement”), we submit this supplemental letter to address comment 9 of the Comment Letter.

 1

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 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) and the Company’s corporate restructuring from a Delaware limited liability company
into a Delaware corporation (the “Reorganization”) in a pre-effective amendment to the Registration Statement that includes the actual price range; however, all dollar amounts and per share
amounts in this letter are pre-Stock Split and pre-Reorganization, 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. §200.8, and that the Commission provide timely notice to Simren Delaney 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. The Staff’s request for additional disclosures of 2023 awards were addressed in the prior response letter and the amended Registration Statement.

9. We note the following disclosure from page 223: “The grant date fair value of all awards made under our 2023 Plan and all other cash compensation
paid by us to any non-employee director in any calendar year for services as a non-employee director shall not exceed
$                ; provided, however, that such amount shall be $                for the
calendar year in which the applicable non-employee director is initially elected or appointed to the board of directors.” Please revise hereunder to disclose the extent to which any stock-based
compensation has been awarded during 2023 (also noting the grants in March and June 2023 as disclosed on page F-43) and provide the fair valuations of each award. Once you have an estimated offering price or
range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and 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 stock compensation.

 2

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 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 initial public offering (“IPO”), before giving effect to a 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 (the “Midpoint Price”). 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 Preliminary Price Range will not be subject to significant change.

 Determining the Fair Value of Profit Interests and Common Units Prior to
the IPO

 As there has been no public market for the Company’s common units (“Common Units”) to date, the estimated fair value of
its Common Units has been determined by the Company’s board of managers (the “Board”) as of the date of each profits interests grants with input from management, considering the Company’s most recently available
third-party valuations of its Common Unit, and the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the
grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued
as Compensation (the “Practice Aid”).

 The Company’s most recent third-party valuations of its Common Unit estimated fair value were
as follows:

 Date of Third-Party
Valuation

 Date of Board
Approval

Estimated Fair Market
Value per Common
Unit

 March 15, 2022

April 25, 2022

$
 3.20

 December 20, 2022

March 24, 2023

$
 5.75

 April 30, 2023

June 26, 2023

$
 7.40

 July 31, 2023

September 4, 2023

$
11.84
*

*
 Estimated fair market value of Common Unit before the amendment to Limited Liability Company Agreement on
July 31, 2023, which was amended to provide for “catch-up” distributions for profits interests once the applicable catch-up threshold amount was met and
it resulted in a reduction to the fair market value per common unit from $11.84 to $[***].

 3

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 The following table summarizes by grant date the number of profits interests granted from January 1,
2022, the participating threshold amount per Common Unit and the estimated fair value of the Common Unit on each grant date:

Grant date

Number of profits
interests granted

Threshold
amount per Common
Unit

 Estimated fair value per

Common Unit

 April 25, 2022*

941,755

$
 3.20

$
 3.20

 May 26, 2022*

1,224,466

$
 3.20

$
 3.20

 July 12, 2022*

78,135

$
 3.20

$
 3.20

 October 28, 2022*

519,000

$
 3.20

$
 3.20

 March 24, 2023**

462,460

$
 5.75

$
 6.93

 June 25, 2023**

283,330

$
 7.40

$
 9.88

 June 26, 2023**

1,247,193

$
 7.40

$
 9.92

 September 4, 2023***

274,830

$
11.84

$
12.32

*
 There were no significant changes between April 2022 and October 2022 that would significantly impact the
valuation of the Company and the value of the Common Units.

**
 The estimated fair value per Common Unit for grants during March – June 2023 was interpolated on a
straight-line basis between the valuation reports’ dates in connection with a fair value assessment for accounting purposes.

***
 The estimated fair value per Common Unit for grants on September 4, 2023, was based on the increase in
October 2023 IPO scenario probability, as discussed below.

 For valuations performed prior to December 20, 2022, in accordance with
the Practice Aid, the Company determined the option-pricing method (“OPM”) was the most appropriate method for determining the fair value of the Company’s Common Unit based on the Company’s stage of development and other
relevant factors, which used a market approach to estimate the Company’s enterprise value. Within the OPM framework, the backsolve method for inferring the total equity value implied by a recent financing transaction involves the construction
of an allocation model that takes into account the Company’s capital structure and the rights, preferences and privileges of each class of units then assumes reasonable inputs for the other OPM variables (expected time to liquidity, volatility
and risk-free rate). The total equity value is then iterated in the model until the model output value for the equity class sold in a recent financing round equals the price paid in that round. The OPM is generally utilized when specific future
liquidity events are difficult to forecast (i.e., the enterprise has many choices and options available), and the enterprise’s value depends on how well it follows an uncharted path through the various possible opportunities and challenges. In
determining the estimated fair value of the Company’s Common Unit, the Company’s Board also considered the fact that the unitholders

 4

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

could not freely trade the Common Unit in the public markets. Accordingly, the Company applied discounts to reflect the lack of marketability of its Common Units based on the weighted-average
expected time to liquidity. The estimated fair value of the Common Unit at each grant date reflected a non-marketability discount partially based on the anticipated likelihood and timing of a future liquidity
event.

 For valuations performed after December 20, 2022, in accordance with the Practice Aid, the Company determined the hybrid method was the most
appropriate method for determining the fair value of the Company’s Common Unit based on the Company’s stage of development and other relevant factors. The hybrid method is a probability-weighted expected return method
(“PWERM”), where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of Common Units based upon an analysis of future values for the company,
assuming various outcomes. The Common Unit value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of members’ units.
The future value of the Common Unit under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the Common Unit. A discount for lack of
marketability of the Common Unit is then applied to arrive at an indication of value for the Common Unit. In addition to considering the results of independent third-party valuations, the Company’s Board considered various objective and
subjective factors to determine the thresholds for the profits interests as of each grant date, including:

•

 the prices at which the Company sold shares of redeemable convertible preferred units and the superior rights and
preferences of the redeemable convertible preferred units relative to the Company’s Common Units at the time of each grant;

•

 the progress of the Company’s research and development programs;

•

 milestones achieved by the Company;

•

 the state of the industry and the economy;

•

 the Company’s stage of development and commercialization and the Company’s business strategy;

•

 external market conditions affecting the biopharmaceutical industry and trends within the biopharmaceutical
industry; the Company’s financial position, including cash on hand, and the Company’s historical and forecasted performance and operating results;

•

 the lack of an active public market for the Company’s common stock and the Company’s redeemable
convertible preferred units;

•

 the likelihood of achieving a liquidity event, such as an initial public offering, or the Company’s sale in
light of prevailing market conditions; and

•

 the analysis of initial public offerings and the market performance of similar companies in the biopharmaceutical
industry.

 5

CONFIDENTIAL TREATMENT REQUESTED BY METAGENOMI TECHNOLOGIES, LLC

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 The assumptions underlying these valuations are highly complex and subjective and represent management’s
best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of the Company’s Common Unit and the
Company’s unit-based compensation expense could be materially different.

 Once a public trading market for the Company’s common stock has been
established in connection with the completion of this offering, it will no longer be necessary for the Company’s Board to estimate the fair value of the Company’s common stock in connection with the Company’s accounting for granted
equity awards the Company may grant, as the fair value of the Company’s common stock will be determined based on the quoted market price of the Company’s common stock.

March 15, 2022 Valuation

 The Company, with
the assistance of a third-party valuation firm, performed a valuation of the Company’s Common Unit as of March 15, 2022, and utilized the OPM method to estimate the fair value of the Company’s Common Unit. On January 21, 2022,
the Company issued Series B redeemable convertible preferred units to existing and new investors. Given the proximity of the Series B Preferred Units Financing to the valuation date, the specific facts and circumstances surrounding the transaction,
the Company’s stage of development, and the market conditions from January 21, 2022 to March 15, 2022, the Company estimated its equity value using an OPM backsolve valuation methodology and the application of a market adjustment. In
developing a conclusion of the Company’s equity value as of March

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 January 5, 2024

 VIA
EDGAR AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Jenn Do, Angela Connell, Tyler Howes and Suzanne Hayes

Re:
 Metagenomi Technologies, LLC

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

Submitted December 11, 2023

CIK 0001785279

 Dear Ladies and
Gentlemen:

 This letter is confidentially submitted on behalf of Metagenomi Technologies, LLC (the “Company”), in
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Draft Registration
Statement on Form S-1, originally confidentially submitted on August 3, 2023, and resubmitted on September 7, 2023 and December 11, 2023 (the “Draft Registration Statement”), as
set forth in the Staff’s letter, dated December 20, 2023, addressed to Brian Thomas, Ph.D. (the “Comment Letter”). The Company is concurrently publicly filing the Registration Statement on Form S-1 (the “Registration Statement”).

 For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Page references in the descriptions of the Staff’s comments refer to
Amendment No. 2 to the Draft Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

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

Use of Proceeds, page 94

1.
 We note that you intend to fund IND-Enabling studies for
“certain of [your] current programs” with the proceeds from this offering. Please revise to specify which programs you intend to fund with proceeds from the offering.

RESPONSE: The Company respectfully advises the Staff that, once it has an estimated offering size, it will revise its disclosure on the use of proceeds
from the offering and will more

 1

specifically identify its use of proceeds, which may include allocation to specific programs and/or product candidates, if applicable, that it expects that it will be able to advance using the
proceeds from the offering. The Company respectfully advises the Staff that, at the Company’s current stage of preclinical development, a large proportion of its activities are cross-program (e.g. development of manufacturing, animal
experiments) and generally are not allocated to specific programs or product candidates, unlike a company in the clinical development stage. However, the Company will provide details on some key programs and outline how far in development it expects
to progress these programs.

 If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 459-7340.

Enclosures

Sincerely,

 /s/ Edwin M. O’Connor

Edwin M. O’Connor, Esq.

cc:
 Brian C. Thomas, Ph.D., Metagenomi Technologies, LLC

Mitchell S. Bloom, Esq, Goodwin Procter LLP

Justin S. Platt, Esq, Goodwin Procter LLP

 2

United States securities and exchange commission logo
December 20, 2023
Brian Thomas, Ph.D.
Chief Executive Officer
Metagenomi Technologies, LLC
1545 Park Avenue
Emeryville, CA 94608
Re:Metagenomi Technologies, LLC
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 11, 2023
CIK 0001785279
Dear Brian Thomas:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 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 the information you provide in response to this letter 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
Use of Proceeds, page 94
1.We note that you intend to fund IND-Enabling studies for "certain of [your] current
programs" with the proceeds from this offering. Please revise to specify which programs
you intend to fund with proceeds from the offering.
            Please contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,

 FirstName LastNameBrian Thomas, Ph.D.
 Comapany NameMetagenomi Technologies, LLC
 December 20, 2023 Page 2
 FirstName LastName
Brian Thomas, Ph.D.
Metagenomi Technologies, LLC
December 20, 2023
Page 2
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin M. O'Connor, Esq.

United States securities and exchange commission logo
August 30, 2023
Brian Thomas, Ph.D.
Chief Executive Officer
Metagenomi Technologies, LLC
1545 Park Avenue
Emeryville, CA 94608
Re:Metagenomi Technologies, LLC
Draft Registration Statement on Form S-1
Submitted August 3, 2023
CIK 0001785279
Dear Brian Thomas:
            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 filed August 3, 2023
Cover Page
1.Please disclose on the prospectus cover page whether your offering is contingent upon
final approval of your Nasdaq listing.  Please ensure the disclosure is consistent with your
underwriting agreement.
Overview, page 1
2.Revise your Overview discussion to clarify that you have no approved products and that
all of your product candidates are preclinical.
3.We note there are other companies using CRISPR/CAS technology, alternative nuclease-

 FirstName LastNameBrian Thomas, Ph.D.
 Comapany NameMetagenomi Technologies, LLC
 August 30, 2023 Page 2
 FirstName LastNameBrian Thomas, Ph.D.
Metagenomi Technologies, LLC
August 30, 2023
Page 2
based genome editing technologies, recombinase DNA and RNA gene writing, epigenetic
editing, etc. Please explain your belief that your toolbox "uniquely" positions you to
access the entire genome when you have indicated that there are private companies about
which little is known.
Figure 1. Our Toolbox, page 2
4.Please increase the font size of the text within the table.
5.Please remove the statement claiming your base editors will accelerate therapeutic
development, as it appears speculative.
Figure 2: Therapeutic Translation., page 4
6.Please revise this graphic to separate the "Clinical" column into Phase I, Phase II and
Phase III to clearly represent what development stages must be completed prior to
commercialization of your therapeutic candidates.   In addition, please combine your
columns labeled "lead optimization" and "IND-enabling" into one preclinical development
column.
7.We note the inclusion of therapeutic candidates for renal disease and
autoimmune/immuno-oncology in your pipeline table.  Given the limited disclosure
related to these programs, please explain why they are sufficiently material to your
business to warrant inclusion in your pipeline table.  If they are material, please expand
your disclosure in the Business section to provide a more fulsome discussion of these
programs, including a description of development activities conducted.  Alternatively,
remove any programs that are not currently material from your pipeline table on pages 4
and 158.

8.We note that the gene for cardiovascular disease is "undisclosed."  If this gene has been
determined, please revise your table, to identify the gene and describe this program.
Critical Accounting Policies and Significant Judgments and Estimates, page 116
9.We note the following disclosure from page 223: "The grant date fair value of all awards
made under our 2023 Plan and all other cash compensation paid by us to any non-
employee director in any calendar year for services as a non-employee director shall not
exceed $        ; provided, however, that such amount shall be $         for the calendar year
in which the applicable non-employee director is initially elected or appointed to the board
of directors." Please revise hereunder to disclose the extent to which any stock-based
compensation has been awarded during 2023 (also noting the grants in March and June
2023 as disclosed on page F-43) and provide the fair valuations of each award. Once you
have an estimated offering price or range, please explain to us how you determined the
fair value of the common stock underlying your equity issuances and the reasons for any

 FirstName LastNameBrian Thomas, Ph.D.
 Comapany NameMetagenomi Technologies, LLC
 August 30, 2023 Page 3
 FirstName LastNameBrian Thomas, Ph.D.
Metagenomi Technologies, LLC
August 30, 2023
Page 3
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 stock compensation.
Business
Our Metagenomics Platform, page 131
10.Please remove references to your genome editing systems potentially being "best-in-class"
and "first-in-class" as it does not appear that your platform has resulted in any FDA
approved therapies and future approved therapies are speculative.
Moderna Strategic Collaboration and License Agreement, page 181
11.We note your disclosure stating you are eligible to receive royalties ranging from a mid-
single digit to a "low double-digit" percentage of annual net sales from licensed products.
As drafted, it is unclear if "low double-digit" refers to a range within ten percentage points
of a mid-single digit percentage.  Please revise your disclosure to limit the royalty range to
ten percentage points.
12.Given your disclosure that you received a non-refundable upfront payment of $40.0
million, a $5.0 million payment for the first year of research costs, Moderna's obligation
to reimburse you for up to $5.0 million in annual research and development costs, your
eligibility to receive development, regulatory and sales milestone payments and royalty
payments, explain the statement that you will work with Moderna on the co-development
and commercialization of products with respect to the DT Co-Co program and share costs
and profits equally.  Explain how sharing profits equally is consistent with a royalty
provision.  Will the milestone payments be considered part of Moderna's share of the
costs?  Will the royalty payments to Metagenomi be considered part of its share in the
profits?
Our License and Collaboration Agreements, page 181
13.For each agreement discussed in this section, please disclose the aggregate amounts paid
to date and the aggregate amount of remaining potential payments under each agreement.
Affini-T Development, Option and License Agreement, page 182
14.Please file the Development, Option and License Agreement entered into with Affini-T as
an exhibit to your registration statement or tell us why you do not believe such a filing is
required.
15.Explain the distinction between a regulatory milestone and developmental milestone.
Additionally, given that you are eligible to receive a milestone of 933,650 based on an
achievement of a regulatory milestone event, regardless of the value of the shares at the
time of the event, please disclose the trigger event or tell us why you believe such
information is not material.

 FirstName LastNameBrian Thomas, Ph.D.
 Comapany NameMetagenomi Technologies, LLC
 August 30, 2023 Page 4
 FirstName LastName
Brian Thomas, Ph.D.
Metagenomi Technologies, LLC
August 30, 2023
Page 4
Intellectual Property
Patent Portfolio, page 188
16.Please specify the type of protection (e.g., composition of matter, method of use or
process) for each patent or patent application disclosed in this section.
Principal Stockholders, page 233
17.Please revise the table on page 234 to identify the natural person(s) with voting
and/or dispositive control over the shares held by  Humboldt Fund I, LP, and Sake
Holdings LLC.
General
18.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences