SecProbe.io

March 5, 2026
Adam Laponis
Chief Financial Officer
Twist Bioscience Corporation
681 Gateway Blvd
South San Francisco, CA 94080
Re:Twist Bioscience Corporation
Form 10-K for Fiscal Year Ended September 30, 2025
File No. 001-38720
Dear Adam Laponis:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Response Letter to SEC Comment Ltr

February 26, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E. Washington, D.C. 20549

Attention: Lynn Dicker / Tara Harkins

Re: Twist Bioscience Corporation

Form 10-K for Fiscal Year Ended September 30, 2025

Form 10-Q for Quarterly Period Ended December 31, 2025

File No. 001-38720

Dear Ms. Dicker and Ms. Harkins:

On behalf of Twist Bioscience Corporation (the “Company”), this letter is submitted in

response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission

set forth in your letter dated February 19, 2026 with respect to the Company's Form 10-Q for the

quarterly period ended December 31, 2025 (the “Original 10-Q”).

For convenience of reference, the Staff's comment is reproduced below in bold, followed

by the Company's response.

Form 10-Q for the Quarterly Period Ended December 31, 2025

Exhibits

1. We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and

period. Please file a full amendment to your Form 10-Q with corrected certifications that

refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation S-K

and Regulation S-K C&DI 246.14.

Response:

The Company acknowledges the Staff’s comment and advises that the Company has filed

Amendment No. 1 to the Original 10-Q on Form 10-Q/A concurrently herewith (the “Amended

10-Q”) in accordance with Regulation S-K C&DI 246.14. The Amended 10-Q includes corrected

certifications in Exhibits 31.1, 31.2, 32.1, and 32.2 that fix the previous typographical errors and

refer to the proper form (Form 10-Q) and the proper reporting period (the quarterly period ended

2

December 31, 2025) in accordance with Item 601(b)(31) and (b)(32) of Regulation S-K. No

other changes have been made to the Original 10-Q.

If you have any questions regarding this response, please contact the undersigned at (800)

719-0671 or alaponis@twistbioscience.com.

Sincerely,

Twist Bioscience Corporation

By: /s/ Adam Laponis

Adam Laponis

Chief Financial Officer

cc: Niki Fang, Orrick, Herrington & Sutcliffe LLP

February 19, 2026
Adam Laponis
Chief Financial Officer
Twist Bioscience Corporation
681 Gateway Blvd
South San Francisco, CA 94080
Re:Twist Bioscience Corporation
Form 10-K for Fiscal Year Ended September 30, 2025
Form 10-Q for Quarterly Period Ended December 31, 2025
File No. 001-38720
Dear Adam Laponis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ended December 31, 2025
Exhibits
1.We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and
period. Please file a full amendment to your Form 10-Q with corrected certifications that
refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation
S-K and Regulation S-K C&DI 246.14.
            In closing, 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.

February 19, 2026
Page 2
            Please contact Lynn Dicker at 202-551-3616 or Tara Harkins at 202-551-3639 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 TWIST BIOSCIENCE CORPORATION

 681 Gateway Blvd.

 South San Francisco, CA 94080

 December 12, 2019

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Chris Edwards, Office of Life Sciences
Irene Paik, Office of Life Sciences

Re:
 Twist Bioscience Corporation Acceleration Request

Acceleration Request

Requested Date:

December 13, 2019

Requested Time:

4:30 p.m. Eastern Time

 Ladies and Gentlemen:

Twist Bioscience Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-3 (File No. 333-234538), as amended, effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable.

 The Company hereby authorizes Andrew D.
Thorpe, who is an attorney with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Mr. Thorpe at (415)
773-5970.

 [Signature page follows]

 Sincerely,

TWIST BIOSCIENCE CORPORATION

By:

 /s/ Mark Daniels

Name: Mark Daniels

 Title: Chief Legal Officer, Secretary and
Chief Ethics and Compliance Officer

cc:
 Emily M. Leproust, Ph.D., Twist Bioscience Corporation

Andrew D. Thorpe, Esq., Orrick, Herrington & Sutcliffe, LLP

Melissa V. Frayer, Esq., Orrick, Herrington & Sutcliffe, LLP

CORRESP
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CORRESP

 November 20, 2019

VIA EDGAR AND HAND DELIVERY

 Orrick, Herrington & Sutcliffe LLP

The Orrick Building

 405 Howard Street

San Francisco, CA 94105-2669

 +1 415 773 5700

orrick.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Chris Edwards, Office of Life Sciences

Irene Paik, Office of Life Sciences

Re:

Twist Bioscience Corporation
Registration Statement on Form S-3
Filed on November 6, 2019
File
No. 333-234538

 Ladies and Gentlemen:

On behalf of Twist Bioscience Corporation (the “Company” or “Twist”), we are responding to the
comment letter received from the staff of the Securities and Exchange Commission (the “Staff”) on November 19, 2019 (the “Letter”) relating to the Registration Statement on Form S-3 that the Company filed with the Securities and Exchange Commission on November 6, 2019 (the “Registration Statement”).

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto.

 Registration Statement on Form S-3

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws, page 6

1.
 We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act. We also note that
your

forum selection provision identifies the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the
Securities Act. We note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. Please revise your prospectus to specifically state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.

 Response: The Company respectfully acknowledges the Staff’s comment and informs the Staff that the Court of
Chancery of the State of Delaware exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The Company
undertakes to provide the following updated disclosure in any prospectus supplement to the Registration Statement and in future Exchange Act periodic reports with respect to the discussion of the actions for which the Court of Chancery will be the
exclusive forum:

 “The exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.”

 In addition, the Company undertakes to provide the
following updated disclosure in any prospectus supplement to the Registration Statement and in future Exchange Act periodic reports with respect to the discussion of the forum selection provision regarding the waiver of investor compliance with
federal securities laws and concurrent jurisdiction under the Securities Act:

 “In addition, our amended and restated certificate of
incorporation provides that the U.S. federal district courts are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our exclusive forum provision will not relieve us of our duties to
comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

The enforceability of similar federal court choice of forum provisions in other companies’ certificates of incorporation has been
challenged in legal proceedings, and it is possible that a court could find our federal court choice of forum provision to be inapplicable or unenforceable. If a court were to find either of the choice of forum provisions contained in our amended
and restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

For example, on December 19, 2018, the Court of Chancery of the State of Delaware issued an opinion in Sciabacucchi v.
Salzberg, C.A. No. 2017-0931-JTL, invalidating provisions in the certificates of incorporation of Delaware companies that purport to designate federal district courts as the exclusive forum in
which a stockholder could bring a claim under the Securities Act. The Court of Chancery held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or
relationships established by or under Delaware’s corporate law. In light of the Sciabacucchi decision, we do not currently intend to enforce our federal forum selection provision unless the Sciabacucchi decision is appealed and
the Supreme Court for the State of Delaware reverses the decision. If the Supreme Court for the State of Delaware affirms the Delaware Chancery Court’s decision, we intend to seek approval by our stockholders to amend the amended and restated
certificate of incorporation at our next regularly-scheduled annual meeting of stockholders to remove the invalid provision.”

 The Company undertakes
to include substantially similar disclosure with regard to its choice of forum provisions, to the extent the provisions remain applicable, in its future Securities Act and Exchange Act filings in which these provisions are addressed.

* * *

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (415) 773-5970 or by fax at (415) 773-5759 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Andrew D. Thorpe

Andrew D. Thorpe, Esq.

of Orrick, Herrington & Sutcliffe LLP

cc:
 Emily M. Leproust, Ph.D., Twist Bioscience Corporation

 John V. Bautista, Esq., Orrick, Herrington & Sutcliffe LLP

 Melissa V. Frayer, Esq. Orrick, Herrington & Sutcliffe LLP

November 19, 2019
Emily M. Leproust, Ph.D.
President, Chief Executive Officer and Director
Twist Bioscience Corp
681 Gateway Blvd.
South San Francisco, CA 94080
Re:Twist Bioscience Corp
Registration Statement on Form S-3
Filed November 6, 2019
File No. 333-234538
Dear Dr. Leproust:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.
Registration Statement on Form S-3
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under
the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.  We also note that your forum selection provision identifies the
federal district courts of the United States of America as the exclusive forum for resolving

 FirstName LastNameEmily M. Leproust, Ph.D.
 Comapany NameTwist Bioscience Corp
 November 19, 2019 Page 2
 FirstName LastName
Emily M. Leproust, Ph.D.
Twist Bioscience Corp
November 19, 2019
Page 2
any complaint asserting a cause of action arising under the Securities Act. We note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. Please revise your prospectus to specifically state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at (202) 551-6761 or Irene Paik at (202) 551-6553 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Thorpe, Esq.

CORRESP
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CORRESP

 May 6, 2019

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Donald Field

Re:
 Twist Bioscience Corporation Acceleration Request

Acceleration Request

Requested Date:

May 8, 2019

Requested Time:

4:30 p.m. Eastern Time

 Ladies and Gentlemen:

Twist Bioscience Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-1 (File No. 333-231239), as
amended, effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Andrew D. Thorpe or Melissa V. Frayer, both of whom are attorneys with the Company’s outside legal counsel,
Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

 The Company requests that it be
notified of such effectiveness by a telephone call to Mr. Thorpe at (415) 773-5970, or in his absence, Ms. Frayer at (415) 773-5402.

[Signature page follows]

Sincerely,

TWIST BIOSCIENCE CORPORATION

By:

 /s/ Mark Daniels

Name:

Mark Daniels

Title:

Chief Legal Officer, Secretary and Chief Ethics and Compliance Officer

cc:
 Emily Leproust, Twist Bioscience Corporation

Andrew D. Thorpe, Orrick, Herrington & Sutcliffe, LLP

Melissa V. Frayer, Orrick, Herrington & Sutcliffe, LLP

Brian J. Cuneo, Latham & Watkins LLP

CORRESP
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CORRESP

 May 6, 2019

Via EDGAR Submission

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington, DC 20549-7010

Re:
 Twist Bioscience Corporation

 Registration Statement on Form S-1

 Filed May 6, 2019

 File No. 333-231239

Dear Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of Twist Bioscience Corporation (the “Company”) for acceleration of the
effective date of the above-named Registration Statement so that it becomes effective at 4:30 p.m. Eastern Time on May 8, 2018, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Orrick,
Herrington & Sutcliffe 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 proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as the representative 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.

(signature page follows)

Very truly yours,

J.P. MORGAN SECURITIES LLC

COWEN AND COMPANY, LLC

EVERCORE GROUP L.L.C

Acting severally on behalf of themselves and the several underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Ben Burdett

Authorized Signatory

COWEN AND COMPANY, LLC

By:

/s/ Jamie Streator

Authorized Signatory

EVERCORE GROUP L.L.C.

By:

/s/ Jeffrey Rosichan

Authorized Signatory

 (Signature Page to Acceleration Request Letter)

April 24, 2019
Emily M. Leproust
Chief Executive Officer
Twist Bioscience Corporation
455 Mission Bay Boulevard South, Suite 545
San Francisco, CA 94158
Re:Twist Bioscience Corporation
Draft Registration Statement on Form S-1
Submitted April 18, 2019
CIK No. 0001581280
Dear Ms. Leproust:
            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 Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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CORRESP

 October 26, 2018

Via EDGAR Submission

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington, DC 20549-7010

Re:
 Twist Bioscience Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed October 26, 2018
File No. 333-227672

 Dear Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several
underwriters, hereby join in the request of Twist Bioscience Corporation (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 5:00 p.m. Eastern Time on
October 30, 2018, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we, as the representatives of the
several underwriters, wish to advise you that between October 17, 2018 through the date hereof we have distributed approximately 2,069 copies of the Company’s Preliminary Prospectus dated October 17, 2018 to prospective underwriters,
dealers, institutional investors and others.

 We, the undersigned, as the representative 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.

 (signature page follows)

Very truly yours,

 J.P. MORGAN SECURITIES LLC

 COWEN
AND COMPANY, LLC

 Acting severally on behalf of themselves and the several underwriters

 J.P. MORGAN SECURITIES LLC

By:

/s/ Benjamin H. Burdett

      Authorized Signatory

COWEN AND COMPANY, LLC

By:

/s/ E. James Streator, III

      Authorized Signatory

 (Signature Page to
Acceleration Request Letter)

CORRESP
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CORRESP

 455 Mission Bay Blvd South

Suite 545

 San Francisco, CA 94158

 October 26, 2018

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Amanda Ravitz

 Geoffrey Kruczek

Re:
 Twist Bioscience Corporation Acceleration Request

Acceleration Request

Requested Date:
 October 30, 2018

Requested Time:
 5:00 p.m. Eastern Time

Ladies and Gentlemen:

 Twist Bioscience
Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the Company’s Registration Statement on Form
S-1 (File No. 333-227672), as amended, effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Peter M. Lamb or Andrew D. Thorpe, both of whom are attorneys with the Company’s outside legal counsel,
Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

 The Company requests that it be
notified of such effectiveness by a telephone call to Mr. Lamb at (650) 289-7117, or in his absence, Mr. Thorpe at (415) 773-5970.

[Signature page follows]

Sincerely,

TWIST BIOSCIENCE CORPORATION

By:

 /s/ Mark Daniels

Name:

Mark Daniels

Title:

General Counsel, Secretary and Chief Ethics and Compliance Officer

cc:
 Emily Leproust, Twist Bioscience Corporation

 Andrew D. Thorpe, Orrick, Herrington & Sutcliffe, LLP

 Peter M. Lamb, Orrick, Herrington & Sutcliffe, LLP

 Brian J. Cuneo, Latham & Watkins LLP

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CORRESP

 Orrick, Herrington & Sutcliffe LLP

1000 Marsh Road

 Menlo Park, CA 94025-1015

+1 650 614 7400 orrick.com

Peter M. Lamb

 E plamb@orrick.com

D +1 650 289 7117

 F +1 650 614 7401

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

 October 12, 2018

 VIA EDGAR

Amanda Ravitz

 Assistant Director, Office of Electronics and
Machinery

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Mail Stop 3030

Re:
 Twist Bioscience Corporation

Registration Statement on Form S-1

Filed October 3, 2018

 CIK
No. 0001581280

 Dear Ms. Ravitz:

 On behalf of
our client, Twist Bioscience Corporation (the “Company”), 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 S-1 (the “Registration Statement”). Set forth below is the Company’s supplemental response to Comment No. 14 in the letter from the staff of the Division of Corporation Finance (the
“Staff”) of the Commission in its letter dated March 9, 2018. The page references set forth in the Company’s responses below are to the Registration Statement.

CONFIDENTIAL TREATMENT REQUESTED BY TWIST BIOSCIENCE CORPORATION

CIK NO. 0001581280

Amanda Ravitz

FOIA CONFIDENTIAL TREATMENT REQUEST

Assistant Director

PURSUANT TO RULE 83 BY

October 12, 2018

TWIST BIOSCIENCE CORPORATION

Page 2

 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 pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act. The Company has
filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with this confidential treatment request.

14.
 Additionally, provide us with the share price of your common stock determined by your board of
director’s at the date of each option grant since January 1, 2017 and progressively bridge for us the fair value per share determinations used for each option grant to the estimated IPO price per share. We will delay our assessment of your
response pending inclusion of the estimated IPO price in the filing.

 Prior Response to the Staff pursuant to the letter dated
July 2, 2018:

 The Company respectfully notes the Staff’s comment and advises the Staff that the estimated IPO
price per share has not yet been determined. The Company confirms that once an estimated IPO price is available, it will provide the staff an explanation to progressively bridge the fair value per share determination in each valuation to the
estimated IPO price per share.

 Supplemental Response:

To assist the Staff in its evaluation of stock compensation disclosures and certain other matters in the Registration Statement, the Company
advises the Staff that, considering information currently available and current market conditions based in part on input received from its underwriters, the Company currently estimates a price range of [***] to [***] per share for the initial public
offering (“IPO”) of the Company’s Common Stock, $0.0001 par value per share (which is referred to in the Registration Statement as the Company’s “common stock”). This per share price range reflects a reverse split of
the Company’s common stock whereby each outstanding share will be exchanged for .101 of a share (the “Reverse Stock Split”), which the Company expects to reflect in the preliminary prospectus prior to the commencement of the roadshow.
For consistency with the Registration Statement expected to be filed prior to commencement of the roadshow, all data in this letter is reflected on a post-split basis. For clarity, the Company advises the Staff that, given the volatility of the
public trading market and the uncertainty of the timing of the offering, the Company and the underwriters have not yet agreed to a final price range for the offering, and the Company has not yet conclusively determined the size or ratio of the split
of the common stock referred to above. Accordingly, the information in this letter provided to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the offering.

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 the actual price range that complies with the Staff’s interpretation regarding the parameters of a bona fide
price range.

 The Company respectfully requests that the bracketed information contained in this letter be treated as confidential
information and that the Commission provide timely notice to James Thorburn, Chief Financial Officer, Twist Bioscience Corporation, 455 Mission Bay Blvd South, San Francisco, CA 95158, before it permits any disclosure of the bracketed information in
this letter.

 To facilitate the Staff’s review, we have included the table below, which is a complete list of all grants
of options to purchase the Company’s common stock made since January 1, 2017:

Grant date

Number of
shares of
common
stock
underlying
options
granted

Exercise
price
per
share of
common
stock

Estimated
fair value
per share
of
common
stock

 September 13, 2018

91,289

[***]

[***]

 August 7, 2018

39,289

[***]

[***]

 June 7, 2018

509,944

$
11.59
*

$
11.59

 March 20, 2018

17,169

$
10.70

$
10.70

 February 2, 2018

45,622

$
10.70

$
10.70

 December 26, 2017

44,743

$
10.60
*

$
10.60

 November 20, 2017

183,054

$
10.60
*

$
10.60

 November 10, 2017

18,180

$
10.60
*

$
10.60

 September 29, 2017

698,751

$
8.82

$
8.82

 September 20, 2017

55,448

$
8.82
*

$
8.82

 August 9, 2017

10,706

$
8.82
*

$
8.82

 July 12, 2017

49,086

$
8.82
*

$
8.82

 June 8, 2017

27,674

$
7.33

$
7.33

 February 22, 2017

37,673

$
6.24
*

$
6.24

*
 The Company issued stock options to Israeli taxpayers with an exercise price per share of common stock equal to
par value ($0.0001), which are included in the number of options granted on each grant date.

 As stated in the Registration Statement,
the Company recognizes stock-based compensation expense based on the estimated fair value of stock-based payment awards on the date of grant using the Black-Scholes option-pricing model (“OPM”). The Company uses the straight-line
attribution method for recognizing compensation expense over the requisite service period, which is generally the vesting period of the respective awards, and has elected to recognize the actual forfeitures by reducing the employee stock-based
compensation expense in the same period as the forfeitures occur.

 Stock-based compensation expense related to stock options granted to employees is
measured at the date of grant based on the estimated fair value of the award. Stock-based compensation expense related to stock options granted to non-employees is recognized based on the vesting date fair
value of awards as the stock options are earned. The Company recognizes the fair value of stock options granted to non-employees as stock-based compensation expense over the period in which the related
services are received. Stock-based compensation expense related to the restricted stock is recognized based on the vesting date fair value of the stock using the Black-Scholes pricing model.

Common Stock Valuations

 As set forth in
more detail on pages 90-91 of the Registration Statement, as there has been no public market for our equity instruments to date, the estimated fair value of our shares of common stock has been determined by
the Company’s Board of Directors (the “Board”) and/or the Compensation Committee of the Board (the “Committee”) as of the grant date, with input from management, considering our most recently available independent
third-party valuation of our common stock and our Board’s and/or Committee’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the effective date of the most recent
valuation and the date of the grant. Following is a discussion of the specific independent third-party valuations reviewed by the Board and/or Committee in establishing the fair market value for each grant date.

 Under OPM, the Board and/or the Committee determined that our common stock had a per share value of $8.32 as of
September 30, 2016. As a private company, the analysis provided for a discount for lack of marketability (“DLOM”) of 25% as of September 30, 2016, resulting in a per share fair value of our common stock of $6.24 as of
September 30, 2016.

 Under OPM, the Board and/or the Committee determined that our common stock had a per share value of $9.80 as of March 31,
2017. As a private company, the analysis provided for a DLOM of 25% as of March 31, 2017, resulting in a per share fair value of our common stock of $7.33 as of March 31, 2017.

The independent third-party valuations with valuation dates of June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018 and
June 30, 2018 weighted OPM and Probability-Weighted Expected Return Method, or PWERM, values based on multiple factors, including discussions with management regarding expected exit outcomes. The per share fair value of our common stock under
OPM ($7.42) and PWERM ($21.58) accounted for 90% and 10% of the valuation calculation, respectively, for the valuation prepared as of June 30, 2017, resulting in a per share fair value of our common stock of $8.82 as of June 30, 2017. The
per share fair value of our common stock under OPM ($6.13) and PWERM ($19.40) accounted for 65% and 35% of the valuation calculation, respectively, for the valuation prepared as of September 30, 2017, resulting in a per share fair value of our
common stock of $10.60 as of September 30, 2017. The per share fair value of our common stock under OPM ($6.03) and PWERM ($19.40) accounted for 65% and 35% of the valuation calculation, respectively, for the valuation prepared as of
December 31, 2017, resulting in a per share fair value of our common stock of $10.70 as of December 31, 2017. The per share fair value of our common stock under OPM ($8.61) and PWERM ($17.32) accounted for 65% and 35% of the valuation
calculation, respectively, for the valuation prepared as of March 31, 2018, resulting in a per share fair value of our common stock of $11.59 as of March 31, 2018. The per share fair value of our common stock under OPM [***] and PWERM
[***] accounted for 60% and 40% of the valuation calculation, respectively, for the valuation prepared as of June 30, 2018, resulting in a per share fair value of our common stock of [***] as of June 30, 2018. As a private company, the
analysis provided for a DLOM of [***] under OPM for the valuations prepared as of June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018 and June 30, 2018, 15% under PWERM for the valuation prepared as of
June 30, 2017 and [***] under PWERM for the valuations prepared as of September 30, 2017, December 30, 2017, March 31, 2018 and June 30, 2018, respectively, all of which is accounted for in the per share fair values in this
paragraph.

 The fair value determinations described above have been adjusted to reflect the Reverse Stock Split, with the ultimate fair value amount for
each date reflected as an adjustment to the respective fair value on each date rather than the individual components that combined together for the fair value on each date.

Comparison of Estimated Offering Price Range and Recent Fair Value Determination

The anticipated price range for this offering was determined with reference to several quantitative and qualitative factors, each of which contributed to the
difference between the Company’s most recent valuation of its common stock as of June 30, 2018 of [***] the midpoint of the anticipated offering price range of [***] to [***] per share. Specifically, the Company believes that the
difference between the fair value of its common stock determined on June 30, 2018 and the midpoint of the anticipated offering price range for this offering is primarily the result of the following factors and events:

•
 A substantial amount of the difference in value between the June 30, 2018 common stock valuation of [***]
per share and the midpoint of the offering price range of [***] per share is attributable to the fact that the public offering price does not factor in a DLOM. The anticipated price range for this offering necessarily assumes that the IPO has
occurred and that a public market for the Company’s common stock has been created, and, therefore, excludes any DLOM of the Company’s common stock, which was appropriately taken into account in the Company’s Board of Directors’
determination of the fair value of the Company’s common stock as of June 30, 2018. Stated differently, the anticipated offering price range effectively assigns a probability of 100% to an IPO outcome. The anticipated price range for this
offering is based only upon a scenario in which the Company completes this offering and is not probability weighted, in contrast to the

Company’s prior valuations of common stock, which had to consider multiple potential outcomes, some of which would have resulted in a lower value of the Company’s common stock than in
an IPO. Accordingly, without any DLOM factored into the valuation, the Company’s June 30, 2018 common stock valuation would have been [***] per share, which is within the anticipated public offering price range.

•
 The holders of the Company’s redeemable convertible preferred stock currently enjoy substantial economic
rights and preferences over the holders of its common stock. In particular, the holders of redeemable convertible preferred stock are entitled to receive liquidation payments prior to holders of common stock in the event of any liquidation,
dissolution or wind up of the Company. In addition, holders of the Company’s redeemable convertible preferred stock are entitled to receive dividends prior to any dividends declared or paid on any shares of the Company’s common stock. The
holders of redeemable convertible preferred stock also have anti-dilution protection under certain circumstances and special voting rights. The anticipated price range assumes the conversion of the Company’s redeemable convertible preferred
stock upon the completion of its IPO, and therefore, the corresponding elimination of the preferences and rights enjoyed by the holders of such redeemable convertible preferred stock. The anticipated elimination of the preferences and rights upon an
IPO results in an increased common stock valuation for the anticipated price range.

•
 The proceeds of a successful IPO would substantially strengthen the Company’s balance sheet by increasing
its cash resources. In addition, the completion of this offering would provide the Company with readier access to the public debt and equity markets. These projected improvements in the Company’s financial position influenced the increased
common stock valuation indicated by the midpoint of the anticipated price range.

•
 The price that investors may be willing to pay in this offering may take into account factors that have not
been expressly considered in the Company’s prior valuations as a private company, and are not objectively determinable and that valuation models are not able to quantify.

Conclusion

 The Company has historically
determined the fair value of its comm

CORRESP
1
filename1.htm

CORRESP

October 2, 2018

 Amanda Ravitz

 Assistant
Director, Office of Electronics and Machinery

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
 Twist Bioscience Corporation

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

 Submitted February 8, 2018

 CIK No. 0001581280

Dear Ms. Ravitz:

 On behalf of our client, Twist Bioscience
Corporation (the “Company”), we submit this letter to the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Draft Registration Statement on
Form S-1 (the “Draft Registration Statement”). Set forth below are the Company’s responses to the comments contained in the Staff’s letter dated September 20, 2018. The
Staff’s comments are repeated below in bold face type and followed by the Company’s responses in regular type. Concurrent with this letter, the Company is filing its Registration Statement on Form
S-1 (the “Registration Statement”), which incorporates the Company’s responses to the Staff’s comments. The page references set forth in the Company’s responses below are to the
Registration Statement.

 Capitalization, page 61

1.
 The total amount for your capitalization calculation includes all of your liabilities. Please revise the
total capitalization calculation to include only the liability line items shown of total debt and redeemable convertible preferred stock warrant along with the stockholders’ equity related balances. In addition, include double lines under your
Cash, cash equivalents and short-term investments caption amounts to make it clear that these amounts are not part of your capitalization.

Response:

 The Company respectfully notes
the Staff’s comment. In response to the Staff’s comment, the Company has revised page 61 of the prospectus to include the requested disclosure.

Management’s discussion and analysis . . ., page 69

Revenues, page 76

2.
 Please revise to clarify the effect changes in price and/or volume had on the disclosed changes in revenues,
as well as the reasons underlying those changes. For example, you attribute the revenue changes to increased revenues from synthetic genes and NGS tools; however, it is unclear why revenues related to those products increased.

 Response:

 The
Company respectfully notes the Staff’s comment. In response to the Staff’s comment, the Company has revised pages 76 and 77 of the prospectus to include the requested disclosure.

 Amanda Ravitz

 Assistant
Director

 October 2, 2018

 Page 2

Side Letter with Ever Alpha Fund L.P., page 153

3.
 Please revise to clarify the nature and extent of Ever Alpha’s interest in the transaction described
here. Please also file the side letter as an exhibit.

 Response:

The Company respectfully notes the Staff’s comment. In response to the Staff’s comment, the Company has revised page 153 of the
prospectus to include the requested disclosure. On September 26, 2018, we supplementally provided a copy of the side letter.

 We appreciate your time
and attention to the Company’s responses to the Staff’s comments. Should you have any additional questions or concerns, please call me at (650) 289-7117.

Very truly yours,

 /s/ Peter M. Lamb

Peter M. Lamb

cc:
 Emily Leproust

 Mark Daniels, Esq.

 John V. Bautista, Esq.

 Christopher J. Austin, Esq.

 Brian J. Cuneo, Esq.

 John Williams, Esq.

Mail Stop 3030
September 20, 2018

Emily M. Leproust, Ph.D.
President and Chief Executive Officer
Twist Bioscience Corporation
455 Mission Bay Boulevard South, Suite 545
San Francisco, CA 94158

Re: Twist Bioscience Corporation
Amendment No. 4 to Draft Registration Statement on Form S -1
Submitted September 11, 2018
  CIK No. 0001581280

Dear Dr. Leproust :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us wit h 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 regist ration statement or filed registration statement,  we may have  additional
comments.

Capitalization, page 61

1. The total amount for your capitalization calculation includes all of your liabilities. Please
revise the total capitalization calculation to include only the liability line items shown of
total debt and redeemable convertible preferred stock warrant along with the
stockholders’ equity related balances. In addition, include double lines under your Cash,
cash equivalents and short -term investment s caption amounts to make it clear that these
amounts are not part of your capitalization.

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
September 20 , 2018
Page 2

 Management’s discussion and analysis . . ., page 69

Revenues, page 76

2. Please revise to clarify the effect changes in price and/or volume had on the disclosed
changes in revenues, as well as the reasons underlying those changes.  For example, you
attribute the revenue changes to increased revenues from synthetic genes and NGS tools;
however, it is unclear why revenues related to those products increased.

Side Letter with Ever Alpha Fund L.P., page 153

3. Please revise to clarify the nature and extent of Ever Alpha’s interest in the transaction
described here.  Please also file the side letter as an exhibit.

You may contact Tara Harkins  at (202) 551 -3639 or Kevi n Kuhar, Accounting Branch
Chief , at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Geoff Kruczek at (202) 551 -3641 or me at (202) 551 -3528
with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John V. Bautista, Esq.
 Peter M. Lamb, Esq.
Christopher J. Austin, Esq.

Mail Stop 3030
July 27, 2018

Emily M. Leproust, Ph.D.
President and Chief Executive Officer
Twist Bioscience Corporation
455 Mission Bay Boulevard South, Suite 545
San Francisco, CA 94158

Re: Twist Bioscience Corporation
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted July 2, 2018
  CIK No. 0001581280

Dear Dr. Leproust :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with info rmation 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.

Dilution, page 63

1. Please expand your revisions added in response to prior comment 6 to clarify how the
numbers and percentages in the last two columns would change assuming the exercise of
all outstanding options and warrants.

Overview, page 68

2. Please reconcile the number of customers disclosed in the last sentence of the first
paragraph with the number disclosed on page 71.

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
July 27, 2018
Page 2

 Business, page 86

3. Please expand your respons e to prior comment 10 to clarify how you determined you
have only one class of product, given your response and disclosure regarding four
product offerings.  We note, for example, the statement on page 100 that you “have four
primary product categories tha t address different needs of [y]our customers across a
variety of applications.”

Management, page 118

4. Please clarify the dates of Mr. Thorburn’s business experience with IXYS Corporation
and Televerde.

Index to Consolidated to Financial Statements

Note 2. Summary of significant accounting policies

Customer concentration, page F -9

5. We note from your response to comment 9 and the revised disclosure on page 71 that you
consider parent and subsidiaries to be separate customers if the subsidiary makes
payments directly to you and that in fiscal 2017 three of your 286 customers were
subsidiaries that considered separate customers from their parents. Please tell us how you
applied this practice in disclosing the information required by ASC 280 -10-50-42. Te ll us
whether the required 10% threshold would have been met if subsidiary and parent were
considered one customer.

Note 17.  Geographic Information, page F -38

6. We note your response to comment 25.  Please explain to us in detail how you considered
the different pricing structures you have in place for your products, as discussed on your
website and on pages 100 and 101 of this filing, in concluding that your product offerings
are substantially similar based on the criteria outlined in ASC 280 -10-50-11 by analogy,
and therefore separate disclosure of revenues by products is not required.  Describe to us
in greater detail the similar economic characteristics shared amongst each of your
products, including quantitative factors such as similar gross margins or trends in
revenue, pricing, and risk of obsolescence. Alternatively, revise to disclose revenues from
external customers for each product category under ASC 280 -10-50-40.

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
July 27, 2018
Page 3

 You may contact Tara Harkins  at (202) 551 -3639 or Kevin Kuhar, Accounting Br anch
Chief , at (202) 551 -3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Geoff Kruczek at (202) 551 -3641 or me at (202) 551 -3528
with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John V. Bautista, Esq.
 Christopher J. Austin, Esq.
 Peter M. Lamb, Esq.

Mail Stop 3030
March 9 , 2018

Emily M. Leproust, Ph.D.
President and Chief Executive Officer
Twist Bioscience Corporation
455 Mission Bay Boulevard South, Suite 545
San Francisco, CA 94158

Re: Twist Bioscience Corporation
Draft Registration Statement on Form S -1
Submitted February 8, 2018
  CIK No. 0001581280

Dear Dr. Leproust :

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
under stand 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.

Overview, page 1

1. We note the disclosure regarding customers in the last paragraph.  Please expand to
disclose the amount of revenue attributable to the nine of the top 20 pharmaceutical
companies, four of the largest agricultural biotechnology companies and the “innovative
customers” referenced on page 2.

2. We note the disclosure on page 106 that your products are marketed and labeled as for
“Research Use Only” and how this label limits their use.  Please disclose this limitation
here and the impact on how your products ma y be marketed and sold.  Also revise to
clarify how this limitation is reflected in the market data you present in this submission,
such as the $1.8 billion synthetic DNA market referenced on page 2 and the $4.0 billion
synthetic biology products market re ferenced on page 1.

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
March 9 , 2018
Page 2

 Implications of the Being an Emerging Growth Company, page 10

3. 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 beh alf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.

Our revenue, results of operations, cash flows and reputation . . ., page 27

4. We note the disclosure regarding t he acquisition of a competing DNA synthesis
manufacturer by your largest customer and the possibility that it may reduce purchases
from you.  Please revise to clarify how this relates to your largest customer’s obligations
under the long -term contract ment ioned on page 81.  For example, can your customer
terminate the contract with no penalty?  Also, if your largest customer has informed you
it will reduce or has actually reduced purchases from you or started manufacturing
synthetic DNA internally, please r evise to disclose that information.

Use of proceeds, page 55

5. Please quantify the amounts you intend to devote to each use referenced in the third
paragraph.  Please also revise to clarify the uses referenced in (1), (3) and (4) and what
the amounts you intend to devote to that use will accomplish   For example, what
improvements and updates do you intend to make?  Into what geographies do you intend
to expand?  What do you mean by the disclosure regarding “expand into new business
verticals?”  Will you r equire additional funds to achieve the desired goals?

Dilution, page 59

6. Please expand the table on page 60 to disclose how the numbers and percentages would
change assuming the exercise of all outstanding options and warrants.

Value of orders received, page 66

7. We note the disclosure that the value of orders received has increased by seven times
over the period you mention.  Please revise to clarify the amount of sequential growth for
each quarter during that period.

8. Please revise to disclose the value of orders received from Ginkgo Bioworks.

Number of customers, page 66

9. Please clarify what you mean by the terms “separate person or legal entity” and “separate
legal entity,” as disclosed here and on page 67, as thos e terms relate to your customers.
For example, would purchases by two subsidiaries of the same parent company qualify as

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
March 9 , 2018
Page 3

 purchases by two customers?  If so, please revise to clarify how the data you present
would change if such purchases were considered t o be made by only one customer.

Results of operations, page 69

10. Please revise to clarify and quantify the effect of changes in price, volume and new
products on the results you disclose, and the reasons underlying those changes, and how
the 2017 agreemen t with Ginkgo Bioworks impacted your results.  Please also revise to
quantify the changes in revenues of each of the products to which you refer.  In this
regard, please revise to disclose the information required by Regulation S -K Item
101(c)(1)(i).

Research and development expenses, page 70

11. We note the quantitative disclosure regarding changes to the components of research and
development expenses.  Please revise to explain the reasons for those changes.  Please
also provide similar disclosure regardi ng the components of selling, general and
administrative expenses.

Debt Financings, page 72

12. Please revise to clarify your ability to access amounts available under the second and
third advances of your loan and security agreement, including any materia l conditions
you have to satisfy.

Critical accounting policies and estimates

Stock -based compensation, page 77

13. Please revise your filing to explain in more detail the methodologies and material
assumptions that your board of directors utilized in dete rmining the fair value of your
common stock underlying your equity instruments granted during the periods presented.

14. Additionally, provide us with the share price of your common stock determined by your
board of director’s at the date of each option grant since January 1, 2017 and
progressively bridge for us the fair value per share determinations used for each option
grant to the estimated IPO price per share.   We will delay our assessment of your
response pending inclusion of the estimated IPO price  in the filing.

Overview, page 80

15. Please revise to clarify each party’s obligations under Ginkgo Bioworks’ 2017 agreement
with you.  For example, clarify how the amount of base pairs is allocated over each year

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
March 9 , 2018
Page 4

 of the three -year period and the purchase price.  Also clarify any material termination
rights held by each party.

Suppliers, page 101

16. Please revise to clarify the nature of your arrangements with the suppliers of the two
critical components mentioned here.  For example, do you obtain materials on a purchase
order basis at a fixed price? Are you guaranteed a minimum amount each year?  What is
the duration of each agreement?  Also, given your disclosure on page 25 regarding the
material risks related to these agreements, please file these agreemen ts as exhibits.

17. Please clarify what you mean by “substantial stockpile,” as disclosed on page 25.  Also
revise to clarify the impact on you if you had to rely on alternative suppliers.  For
example, describe the duration and extent to which your manufactu ring process would be
interrupted, given your disclosure that such process was designed based on the materials
provided by these suppliers.

Legal proceedings, page 104

18. Please revise to clarify the factual basis alleged to underlie the proceeding refere nced
here and the relief sought.

Principal stockholders, page 137

19. Please identify the natural persons who have or share voting and/or dispositive powers
over the shares held by Tao Invest and Paladin Capital Group.

Directed shares, page 155

20. From your  disclosure here, it appears that shares purchased by your directors and officers
in the directed share program will be subject to a lock -up restriction, but shares purchased
by “certain employees and other parties related to [you]” will not be subject to that
restriction.  If that is correct, please revise for clarity.  Ensure your revisions are
consistent with the disclosure on page 152 that “all of our stockholders” have entered into
lock-up agreements.

Note 2.   Summary of significant accounting policies

Accounts Receivable, page F -10

21. Please revise your filing to disclose the allowance for doubtful accounts for each
reporting period presented as required by ASC 310 -10-50-4.

Emily M. Leproust , Ph.D.
Twist Bioscience Corporation
March 9 , 2018
Page 5

 Revenue Recognition, page F -12

22. We note disclosure of the combination of technology related to the manufacturing of
synthetic DNA with proprietary software to create an integrated platform.  Please
describe the promises to transfer goods or services in your customer contracts and how
you considered those promises in determining your performance obligations.  Include
how you evaluate whether the technology and software represent separate promises.

23. On page 66, you disclose the value of orders received.   Please also disclose the aggregat e
amount of transaction price allocated to unsatisfied purchase orders.  Refer to ASC 606 -
10-50-13.

24. We note from page F -14 that you receive payments from DARPA pursuant to a research
and development agreement.  Please tell us how you determined that the a greement
should not be included within the scope of ASC 606.

Note 17.  Geographic Information, page F -38

25. We note your disclosure on page 91 that you offer four different products comprised of
synthetic genes, oligo pools, next generation sequencing tools  and DNA libraries.  Please
tell us how you considered the product line disclosure required by ASC 280 -10-50-40.

You may contact Tara Harkins  at (202) 551 -3639 or Kevin Kuhar, Accounting Branch
Chief , at (202) 551 -3662 if you have questions regarding c omments on the financial statements
and related matters.  Please contact Geoff Kruczek at (202) 551 -3641 or me at (202) 551 -3528
with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John V.  Bautista, Esq.
 Christopher J. Austin, Esq.
 Peter M. Lamb, Esq.