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United States securities and exchange commission logo
December 6, 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.
Amendment No. 1 to
Registration Statement S-3 on Form S-1
Filed December 1,
2023
File No. 333-275353
Dear Ram Aiyar:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our November 17,
2023 letter.
Amendment No.1 to Form S-3 on Form S-1
General
1. We note the
representation in Section 3.4 of the Agreement and Plan of Merger, filed on
July 14, 2023 as
exhibit 2.1 to Frequency Therapeutics, Inc.'s Form 8-K, that Korro's
stockholders were
required to consent to the merger. We further note your Form S-1 seeks
to register the resale
of securities issued to Korro's security holders in connection with the
merger. Please revise
to identify all former affiliates of Korro reselling pursuant to this
Form S-1 as
underwriters and fix a selling price for the duration of their offering. See
Securities Act Rule
145(c).
Ram Aiyar
FirstName
Korro Bio, LastNameRam Aiyar
Inc.
Comapany6,
December NameKorro
2023 Bio, Inc.
December
Page 2 6, 2023 Page 2
FirstName LastName
Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at
202-551-6262 with
any other questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Daniel Hughes, Esq.