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United States securities and exchange commission logo
November 17, 2023
Ram Aiyar
Chief Executive Officer
Korro Bio, Inc.
One Kendall Square, Building 600-700, Suite 6-401
Cambridge, MA 02139
Re: Korro Bio, Inc.
Registration
Statement on Form S-3
Filed November 6,
2023
File No. 333-275353
Dear Ram Aiyar:
We have conducted a limited review of your registration statement
and have the
following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1. We note that on
November 3, 2023, Korro Bio, Inc completed its merger with Frequency
Therapeutics Inc. Based
on your public filings, we note that the business of the combined
company is the business
of Korro Bio and that you do expect to conduct any further
development of
Frequency Therapeutics' legacy programs. We further note that Frequency
Therapeutics'
executives resigned in connection with the closing and that you granted
Frequency Therapeutics'
stockholders of record with a non-transferrable contingent value
right relating to the
disposition or monetization of Frequency Therapeutics' MS
Program. Given these
circumstances, please tell us your basis for registering this
transaction on Form
S-3. See Use of Form S-8, Form 8-K, and Form 20-F by Shell
Companies, Release No.
33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose
Acquisition Companies,
Shell Companies, and Projections, Release No. 33-11048 (March
30, 2022) at n. 239 and
accompanying text.
Ram Aiyar
Korro Bio, Inc.
November 17, 2023
Page 2
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 Doris Stacey Gama at 202-551-3188 or Joe McCann at
202-551-6262 with
any other questions.
Sincerely,
FirstName LastNameRam Aiyar
Division of
Corporation Finance
Comapany NameKorro Bio, Inc.
Office of Life
Sciences
November 17, 2023 Page 2
cc: Daniel Hughes, Esq.
FirstName LastName