SecProbe.io

CORRESP
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 MAXIM GROUP LLC

 300 Park Avenue

 New York, New York 10022

 July 31, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: Mainz Biomed N.V.

 Registration Statement on Form F-1 (Registration
No. 333-289095)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the " Securities Act "), the undersigned, as placement agent in connection with the above referenced
Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby joins the Registrant's
request that the effective date of the Registration Statement be accelerated so that it shall be declared effective at 8:00 AM Eastern
Time on Monday, August 4, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we wish to
advise you that the placement agent has distributed as many copies of the Preliminary Prospectus, dated July 30, 2025, to investors, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 This is to further advise you that the placement
agent has and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, with regard to the Preliminary
Prospectus and any amended Prospectus.

 If you require any additional information with
respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820.

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/ Ritesh M. Veera

 Name:
 Ritesh M. Veera

 Title:
 Co-Head of Investment Banking

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 Mainz Biomed N.V.

 Robert Koch Strasse
50

 55129 Mainz

 Germany

 July 31, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Mainz Biomed N.V.

 Registration
Statement on Form F-1

 File No. 333- 289095

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 8:00 am Eastern
Time on Monday August 4, 2025, or as soon thereafter as practicable.

 The Company understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

 The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946.

 Very truly yours,

 MAINZ BIOMED N.V.

 By:
 /s/ William J. Caragol

 Name:
 William J. Caragol

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Guido Baechler
Chief Executive Officer
Mainz Biomed N.V.
Robert Koch Strasse 50
55129 Mainz
Germany

 Re: Mainz Biomed N.V.
 Draft Registration Statement on Form F-1
 Submitted July 15, 2025
 CIK No. 0001874252
Dear Guido Baechler:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. 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: Tim Dockery, Esq.
</TEXT>
</DOCUMENT>

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 MAXIM
GROUP LLC

 300
Park Avenue

 New
York, New York 10022

 May
14, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Mainz
 Biomed N.V.

 Registration
 Statement on Form F-1 (Registration No. 333-287249)

 Dear
Ms. Sheppard:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), the undersigned, as placement agent
in connection with the above referenced Registration Statement relating to the offer and issuance by the Registrant of certain of its
securities, hereby joins the Registrant's request that the effective date of the Registration Statement be accelerated so that
it shall be declared effective at 5:00 PM Eastern Time on Thursday, May 15, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that the placement agent has distributed as many copies of the Preliminary Prospectus,
dated May 14, 2025, to investors, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 This
is to further advise you that the placement agent has and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of
1934, as amended, with regard to the Preliminary Prospectus and any amended Prospectus.

 If
you require any additional information with respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820.

 Very truly
 yours,

 MAXIM GROUP
 LLC

 By:
 /s/
 Ritesh M. Veera

 Name:
 Ritesh M. Veera

 Title:
 Co-Head of Investment Banking

CORRESP
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 Mainz Biomed N.V.

 Robert Koch Strasse
50

 55129 Mainz

 Germany

 May 14, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Mainz Biomed N.V.

 Registration
Statement on Form F-1

 File No.
333-287249

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 pm Eastern
Time on Thursday, May 15, 2025, or as soon thereafter as practicable.

 The Company understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

 The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946.

 Very truly yours,

 MAINZ BIOMED N.V.

 By:
 /s/ William J. Caragol

 Name:
 William J. Caragol

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Guido Baechler
Chief Executive Officer
Mainz Biomed N.V.
Robert Koch Strasse 50
55129 Mainz
Germany

 Re: Mainz Biomed N.V.
 Draft Registration Statement on Form F-1
 Submitted April 9, 2025
 CIK No. 0001874252
Dear Guido Baechler:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Tim Dockery
</TEXT>
</DOCUMENT>

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Mainz Biomed N.V.

Robert Koch Strasse
50

55129 Mainz

Germany

December 11, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mainz Biomed N.V.

Registration
Statement on Form F-1

File No.
333- 282993

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 pm Eastern
Time on Thursday, December 12, 2024, or as soon thereafter as practicable.

The Company understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946.

Very truly yours,

MAINZ BIOMED N.V.

    By:
    /s/ William J. Caragol

    Name:
    William J. Caragol

    Title:
    Chief Financial Officer

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MAXIM GROUP LLC

300 Park Avenue

New York, New York 10022

December 11, 2024

VIA EDGAR

Tamika Sheppard

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

 Re: Mainz Biomed N.V.

Registration Statement on Form F-1 (Registration
No. 333-282993)

Dear Ms. Sheppard:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), the undersigned, as placement agent in connection with the above referenced
Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby joins the Registrant’s
request that the effective date of the Registration Statement be accelerated so that it shall be declared effective at 5:00 PM Eastern
Time on Thursday, December 12, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that the placement agent has distributed as many copies of the Preliminary Prospectus, dated December 11, 2024, to investors,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

This is to further advise you that the placement
agent has and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, with regard to the Preliminary
Prospectus and any amended Prospectus.

If you require any additional information with
respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820.

    Very truly yours,

    MAXIM GROUP LLC

    By:
     /s/ Ritesh M. Veera

    Name:
    Ritesh M. Veera

    Title:
    Co-Head of Investment Banking

November 8, 2024
William Caragol
Chief Financial Officer
Mainz Biomed N.V.
Robert Koch Strasse 50
55129 Mainz
Germany
Re:Mainz Biomed N.V.
Registration Statement on Form F-1
Filed November 5, 2024
File No. 333-282993
Dear William Caragol:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Tim Dockery

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Mainz Biomed N.V.

Robert Koch Strasse 50

55129 Mainz

Germany

January 5, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mainz Biomed N.V.

    Registration Statement on Form F-3

    File No. 333-269091

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00pm Eastern
Time on Friday, January 6, 2023, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946. The Company hereby authorizes Mr. Dockery to orally modify or withdraw this
request for acceleration.

Very truly yours,

MAINZ BIOMED N.V.

    By:
    /s/ William J. Caragol

    Name:
    William J. Caragol

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
January 4, 2023
Guido Baechler
Chief Executive Officer
Mainz Biomed N.V.
Robert Koch Strasse 50
55129 Mainz
Germany
Re:Mainz Biomed N.V.
Registration Statement on Form F-3
Filed December 30, 2022
File No. 333-269091
Dear Guido Baechler:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery

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Mainz Biomed N.V.

Robert Koch Strasse
50

55129 Mainz

Germany

January 24, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mainz Biomed N.V.

Registration Statement
on Form F-1

File No. 333-262294

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), acceleration of the
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00pm Eastern
Time on Tuesday, January 25, 2022, or as soon thereafter as practicable.

The Company understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946. The Company hereby authorizes Mr. Dockery to orally modify or withdraw this
request for acceleration.

Very truly yours,

MAINZ BIOMED N.V.

    By:
    /s/ William J. Caragol

    Name:
    William J. Caragol

    Title:
    Chief Financial Officer

CORRESP
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VIA EDGAR

January 24, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mainz Biomed N.V.

    Registration Statement on Form F-1

    File No. 333-262294

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of Mainz Biomed N.V. (the “Registrant”), for the acceleration of the effective date of the Registrant’s
Registration Statement on Form F-1 (File No. 333-262294 ) (as amended, the “Registration Statement”), relating to a public
offering of shares of the Registrant’s ordinary shares, par value €0.01 par value per share, so that the Registration Statement
may be declared effective on 5:00pm Eastern Time on Tuesday, January 25, 2022, or as soon thereafter as practicable. The undersigned,
as the Underwriter, confirms that it is aware of its obligations under the Securities Act.

Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    Very truly yours,

    Boustead Securities,
LLC

    By:
    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:
    CEO

United States securities and exchange commission logo
January 20, 2022
Bill Caragol
Chief Financial Officer
MAINZ BIOMED N.V.
Robert Koch Strasse 50
55129 Mainz
Germany
Re:MAINZ BIOMED N.V.
Draft Registration Statement on Form F-1
Submitted January 14, 2022
CIK No. 0001874252
Dear Mr. Caragol:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Rosenstadt

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VIA EDGAR

November 2, 2021

    Attention:

    Mr. Gary Guttenberg.

    Ms. Sasha Parikh Mr.

    Mr. Kevin Vaughn

    Ms. Celeste Murphy

    Re:

    Request for Acceleration of Effectiveness of Audience, Inc. Registration

    Statement on Form F-1
(File No. 333-260176) initially filed on October 12, 2021

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of Mainz Biomed B.V. (the “Registrant”), for the acceleration of the effective date of the Registrant’s
Registration Statement on Form F-1 (File No. 333-260176 ) (as amended, the “Registration Statement”), relating to a public
offering of shares of the Registrant’s ordinary shares, par value €0.01 par value per share, so that the Registration Statement
may be declared effective on November 3, 2021, at 5 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter,
confirms that it is aware of its obligations under the Securities Act.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    Very truly yours,

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    CEO

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Mainz Biomed B.V.

Robert Koch Strasse
50

55129 Mainz

Germany

November 2, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mainz
Biomed B.V.

Registration Statement
on Form F-1

File No. 333-260176

Ladies and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 5:00pm Eastern Time on Wednesday, November 3, 2021, or as soon thereafter as practicable.

The Company understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The undersigned respectfully
requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone call to our counsel, Ortoli
Rosenstadt LLP, by calling Tim Dockery at (212) 829-8946. The Company hereby authorizes Mr. Dockery to orally modify or withdraw this
request for acceleration.

Very truly yours,

MAONZ BIOMED B.V.

    By:
    /s/
    William J. Caragol

    Name:
    William J. Caragol

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
October 21, 2021
Guido Baechler
Chief Executive Officer
Mainz Biomed B.V.
Robert Koch Strasse 50
55129 Mainz
Germany
Re:Mainz Biomed B.V.
Registration Statement on Form F-1
Filed October 12, 2021
File No. 333-260176
Dear Mr. Baechler:
            We have reviewed your 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.
Form F-1 filed October 12, 2021
Capitalization and Indebtness, page 31
1.Please address the following in your capitalization table:
•Remove the line item ‘Total Liabilities’ as not all liabilities from the balance sheet
are included in the capitalization table.
•As previously requested, please include a double line underneath cash and cash
equivalents line item so as to distinguish it from the capitalization line items.
•In bullet point three, please revise to correctly state the number of shares for sale in
this initial public offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting policies and Significant Adjustment and Estimates, page 56

 FirstName LastNameGuido Baechler
 Comapany NameMainz Biomed B.V.
 October 21, 2021 Page 2
 FirstName LastName
Guido Baechler
Mainz Biomed B.V.
October 21, 2021
Page 2
2.We note your disclosure on page 69 that you intend to award 1,456,650 stock options for
the purchase of ordinary shares prior to the closing of the offering. As previously
requested in our prior comment 11, revise to provide a discussion regarding your
accounting for share based compensation, such as how you accounted for these shares,
including how you determined the value of the shares, as well as the amount of
compensation to be incurred by these equity grants.  In addition, as you have noted in your
response, please provide disclosure that you intend to use the final per share price in the
initial public offering to value any additional stock option grants or ordinary shares
granted as compensation granted until the time that there is a public market for your
ordinary shares.
Unaudited Pro Forma Combined Financial Statements, page F-64
3.Please remove the Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2021
as only the pro forma condensed balance sheet as of the end of the most recent period is
required. Refer to Rule 11-02(c) of Regulation S-X.
4.The PharmGenomics reserves balance of $2,811,919 as of June 30, 2021 on page F-49
does not equate to the reserves of $2,810,022 as of the same date on pages F-47 and F-70.
Please revise to correct this inconsistency.
            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.
            You may contact Sasha Parikh at (202) 551-3627 or Kevin Vaughn at (202) 551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Gary Guttenberg at (202) 551-6477 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery

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October 8, 2021

Division of Corporation
Finance

Office of Life
Sciences

U.S. Securities
and Exchange Commission

Washington, D.C.
20549-4720

 Re: Mainz Biomed B.V.

Registration Statement on Form S-1

IFiled August 3, 2021

File No. 377-05301

We submit this letter
to the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Registration
Statement on Form F-1 confidentially submitted to the Commission on August 3, 2021, as amended on September 3, 2021, and publicly
filed on October 8, 2021 (the “Registration Statement”). Set forth below is the supplemental response of Mainz Biomed B.V.
(the “Company”) to Comment No. 11 in the letter from the staff of the Division of Corporation Finance (the “Staff”)
dated August 25, 2021.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Critical Accounting Policies and Significant Judgments and Estimates, page 50

 11. You disclose on page II-2 that you issued 200,000 ordinary shares to your Chief Executive Officer. Revise your MD&A to discuss
this issuance as well as any other equity issuances for compensation. Revise your MD&A as well as your footnotes to disclose how you
accounted for these shares, including how you determined the value of the shares. 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 and beneficial conversion features.
Please discuss with the staff how to submit your response.

We note your comment. In connection with the
comment, we set out below our response on (a) how the preliminary price range of the ordinary shares in the IPO was estimated, (b) the
calculation of fair value for equity grants as compensation and (c) the differences between the fair value determined for the equity grants
and the estimated preliminary price range.

Preliminary IPO Price Range

To assist in our evaluation of stock compensation
disclosure, we note that we currently estimate a price range of $4.00 to $6.00 per share (the “Price Range”) in the
initial public offering of our ordinary shares, resulting in a midpoint of the Price Range of $5.00 per share. We have included the Price
Range in the public filing of the Registration Statement.

As is typical for initial public offerings,
the Price Range was not derived using a formal determination of fair value but was determined as a result of discussions among our management,
the Underwriter and their respective advisors. During these discussions regarding the Price Range, the parties considered quantitative
factors, as well as non-quantitative factors, such as the valuations of other recently completed public offerings
and evaluating those issuers’ respective stages of development as compared to us, the current valuations of other comparable public
companies and recent market conditions.

Fair Value of Equity Grants

To date, we have made only one equity issuance
for compensation to our employees or consultants, which was the July 2021 grant of 200,000 ordinary shares to our Chief Executive Officer
(the “July 2021 Grant”). As there was no public market for our ordinary shares on the date of the grant, our management
determined the fair value of our ordinary shares on the date of the July 2021 Grant to be $0.283 based on several factors, including:

 ● that our last equity sale prior to the July 2021 Grant occurred on April 26, 2021. That equity sale was agreed to by us and unrelated
third-parties in arm’s length transactions and consisted of the sale of units
consisting of (i) one ordinary share and (ii) one warrant to purchase an ordinary share. The purchase price for each unit was $0.30. As
mentioned in Note 4 to the Company’s unaudited financial statements for the period from March 8, 2021 (inception) to June 30, 2021
(the “Interim Financial Statements”), the Company has valued all 2,150,000 warrants issued
in that period at $36,550, or $0.017 per warrant. The per share value
of the shares in the units in the April 26, 2021 placement of $0.283 is equal to the $0.30 per unit price less the $0.017 per warrant
value;

 ● pursuant to our discussion with the Underwriter and as disclosed in the Amended F-1, the recipient of the July 2021 Grant will be
required to enter into a lock-up agreements that will prohibit him from selling the ordinary shares from the July 2021 Grant for twelve
months after the proposed initial public offering; and

 ● the ordinary shares in the July 2021 Grant bore a significant liquidity risk as (i) at the time of the July 2021 Grant as there was
no public market for our Ordinary Shares, (ii) there is no guarantee that there ever will be a public market for our ordinary shares,
let alone one with significant volume or stability, (iii) 50,000 of the ordinary shares in the grant will not vest until one year after
the proposed initial public offering and 50,000 of such ordinary shares in the grant will not vest until two years after the proposed
initial public offering and (iv) if the CEO remains an affiliate of the Company and such shares are to be sold pursuant to the safe harbor
exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144 promulgated thereunder, such resales will
be subject to the volume limitations of such exemption.

We note that for stock-based compensation
accounting purposes, we intend to use the final per share price in the initial public offering, once known, to value any additional stock
option grants or ordinary shares granted as compensation granted hereafter until the time that there is a public market for our ordinary
shares.

Difference between Fair Value of Equity
Grants Leading up to the IPO and Estimated Offering Price

We believe that the difference between the
fair value of our ordinary shares on the date of the July 2021 Grant and $5.00, the mid-point of the preliminary Price Range,
is the result of several factors:

 ● the July 2021 Grant was made prior to the merger of Mainz Biomed B.V. and PharmGenomics GmbH, and the fair value of the ordinary shares
reflects the risk that such merger might never occur and the equity issuance will remain in an entity without significant assets or operations;

 ● the anticipated Price Range necessarily assumes that the IPO has occurred and that a public market for our ordinary shares has been
created and, therefore, excludes any discount for lack of marketability of our ordinary shares, which was appropriately taken into account
in our determination of the fair value in all prior valuations;

 ● the anticipated Price Range reflects the assumed substantial increase in our cash position after receiving the net proceeds from the
IPO;

 ● the anticipated Price Range reflects our anticipated improved ability to raise equity and debt capital going forward and at a lower
expected cost of capital and with reduced borrowing costs, as a result of being a publicly-traded company; and

 ● the anticipated Price Range reflects an expected increased attractiveness of our equity as a currency to raise capital, compensate
employees and for other strategic transactions.

The Company has disclosed the valuation of the July 2021 Grant in Note
6 to the Interim Financial Statements included in the Registration Statement. As the July 2021 Grant occurred subsequent to the periods
covered in the MD&A included in the Registration Statement, the July 2021 Grant is not discussed in the MD&A.

In addition to the above response to your comment, we hereby acknowledge
that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Amendment No. 1, (ii) comments from the staff
of the U.S. Securities and Exchange Commission (the “Commission”) do not foreclose the Commission from taking any action with
respect to Amendment No. 1 or any eventual registration statement and (iii) the Company may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Guido Baechler

    Guido Baechler

    Chief Executive Officer

United States securities and exchange commission logo
August 25, 2021
Guido Baechler
Chief Executive Officer
Mainz Biomed B.V.
Robert Koch Strasse 50
55129 Mainz
Germany
Re:Mainz Biomed B.V.
Registration Statement on Form S-1
Filed August 3, 2021
File No. 377-05301
Dear Mr. Baechler:
            We have reviewed your 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.
F-1
Prospectus Summary , page 1
1.Your prospectus Summary should provide a balanced presentation of your business.
Please revise to discuss the challenges you face, including, as examples only, your
competition, being a foreign entity, relying on laboratories, the preclinical nature of your
other products, etc. as detailed in your "Risk Factors."
2.On page 4 of the Summary, in the section titled "Competitive Advantages & Operational
Strengths" you state that "ColoAlert currently offers the highest sensitivity" of all the CRC
tests. Please cite whatever studies or tests that determined that ColoAlert offered the
highest sensitivity out of all CRC screening tests.

 FirstName LastNameGuido Baechler
 Comapany NameMainz Biomed B.V.
 August 25, 2021 Page 2
 FirstName LastNameGuido Baechler
Mainz Biomed B.V.
August 25, 2021
Page 2
Please also discuss the current price of ColoAlert vs. other competitors, as price is an
element you list under "Competitive Advantages & Operational Strengths."
Implications of Being an Emerging Growth Company, page 26
3.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
Use of Proceeds, page 27
4.It is unclear from the Use of Proceeds if any of the proceeds will be used to pay off some
of the debt Mainz has accumulated. Please specify whether or not the Use of Proceeds will
be used to pay off debt.
Capitalization and Indebtedness, page 29
5.Please address the following in your capitalization table:
•Revise to only include indebtedness, broken down by respective classifications (i.e.
convertible debt, silent partnerships, loans payable, etc.) and further distinguishing
between related party/non-related party debt, and stockholders' deficiency. As such:oRemove the line item ‘Total Current Assets’
oRemove the line item ‘Total Current Liabilities’ as not all liabilities from the
balance sheet are included in the capitalization table.
•If you continue to present a cash and cash equivalents line item, please include a
double line underneath that line so as to distinguish it from the capitalization line
items.
•Include a line item for ‘Accumulated other comprehensive income’ and respective
amounts for the Actual column to be consistent with what is reflected in the historical
balance sheet as of December 31, 2020.
•Include a total for capitalization at the bottom of the table.
6.Please provide a pro forma adjustment related to the 2,010,000 of units and 140,000
warrants sold on April 26, 2021 for total proceeds of $603,000 or explain why this
adjustment is not warranted.
7.On page F-29, you noted that the 3.5% SPAs are convertible to common shares of the
Company at EUR$1 per share in the event that the Company is involved in any of the
following transactions: capital increases, a share or asset deal or a public offering. Tell us
what consideration was given to provide a pro forma adjustment related to this
conversion.
Company Information, page 32
8.You disclose on F-39 that Mainz and PharmGenomics were under common control.
Revise to address the following:

 FirstName LastNameGuido Baechler
 Comapany NameMainz Biomed B.V.
 August 25, 2021 Page 3
 FirstName LastNameGuido Baechler
Mainz Biomed B.V.
August 25, 2021
Page 3
•Revise this section to more clearly describe the extent and basis of common control
between the two entities, separately quantifying significant ownership interests.
•Discuss the prior relationships between the owners, clearly identifying relationships
with ColoAlert AS and any other related parties.
•Revise to provide a diagram of the ownership structure of Mainz and
PharmGenomics before the merger, after the merger, and after the offering (including
the effects of the selling shareholders portion of the offering).
•Revise this section, your MD&A, as well as your pro forma financial statements to
clearly disclose the accounting for the the merger, including your basis for that
accounting.
•Tell us the accounting guidance on which you relied for that determination.
9.You view the acquisition of PharmaGenomics as a "probable acquisition." Please disclose
the anticipated date when this acquisition will happen.
Results of Operations
Comparison of the Year Ended December 31, 2020 and 2019, page 48
10.Revise to separately quantify each of the factors discussed related to the
increases/decreases in each financial statement line item. Specifically address the
following:
•regarding the increase in revenues, quantify the increase in the amount of statutory
healthcare system reimbursements related to third party laboratory testing conducted
during 2020 compared to 2019.
•provide a breakdown of product sales between your significant products for each
periods presented.
•quantify the one-time license fees for the ColoAlert product in 2019 and revise Note
13 on page F-31 to provide separate quantification there as well.
•regarding your operating expenses, please separately quantify each factor noted (i.e.
consulting fees, advertising, bad debt expense, professional fees, salaries and
benefits, etc.) and provide an explanation for each increase/decrease.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates, page 50
11.You disclose on page II-2 that you issued 200,000 ordinary shares to your Chief Executive
Officer.  Revise your MD&A to discuss this issuance as well as any other equity issuances
for compensation.  Revise your MD&A as well as your footnotes to disclose how you
accounted for these shares, including how you determined the value of the shares.  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 and
beneficial conversion features. Please discuss with the staff how to submit your response.

 FirstName LastNameGuido Baechler
 Comapany NameMainz Biomed B.V.
 August 25, 2021 Page 4
 FirstName LastNameGuido Baechler
Mainz Biomed B.V.
August 25, 2021
Page 4
Material Agreements, page 64
12.Please revise to disclose the type of patent protection granted and the applicable
jurisdiction of your patents and pending applications.
PharmGenomics GmbH
Notes to the Financials Statements
2. Basis of Presentation
Basis of Presentation and Statement of Compliance, page F-18
13.You note here that your financial statements have been prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting
Standards Board and interpretations of the International Financial Reporting Issues
Committee and similar disclosure is provided on page 50; however your auditors noted in
their audit report that your financial statements have been presented in conformity with
accounting principles generally accepted in the United States. Please revise for
consistency. Revise your summary financial data disclosures on pages 9-10 and 47 as well
as your pro formas beginning on page F-36 to clearly identify the accounting standards
used.
3. Summary of Signficant Accounting Policies and Use of Estimates and Judgments
Research and Development, page F-20
14.Please include your accounting policy related to government grants received for research
and development (R&D) purposes. Refer to IAS 20. Also, in light of the significant
emphasis on R&D activities in the forepart of your document, revise to separately report
R&D expenses as a separate line item on the face of your income statement or tell us how
you determined that was not appropriate. To the extent you are able to support your
decision not to report R&D on a separate line item, revise your footnotes to provide a
table of R&D by line item on which they are reflected in your income statement.   Revise
your MD&A to provide a breakdown of R&D expenses by type of expense as well as by
product candidate.
15. Government Grants, page F-32
15.Please disclose the remaining balance at December 31, 2020 of the grant from the German
Federal Ministry of Research and Education for the development of PancAlert of up to
approximately €440,000 and the grant from the European Fund for Economic and
Regional Development for the development of GenoStrip of up to approximately
€205,000.
Mainz Biomed B.V.
Notes to the Financials Statements
Note 2. Basis of Preparation and Going Concern, page F-7

 FirstName LastNameGuido Baechler
 Comapany NameMainz Biomed B.V.
 August 25, 2021 Page 5
 FirstName LastName
Guido Baechler
Mainz Biomed B.V.
August 25, 2021
Page 5
16.You note here that your financial statements have been prepared in accordance with
International Financial Reporting Standards. However, your audit report states that your
financial statements are in conformity with accounting principles generally accepted in the
United States. Please revise for consistency. To the extent, these financials were prepared
in accordance with International Financial Reporting Standards, revise to specifically
confirm, if true, that they were prepared in accordance with "International Financial
Reporting Standards as issued by the International Accounting Standards Board."
            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.
            You may contact Sasha Parikh at (202) 551-3627 or Kevin Vaughn at (202) 551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Gary Guttenberg at (202) 551-6477 or Celeste Murphy at  (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Rosenstadt