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                            June 1, 2022

       William Wei Cao
       Chief Executive Officer
       Gracell Biotechnologies Inc.
       Building 12, Block B, Phase II
       Biobay Industrial Park
       218 Sangtian St.
       Suzhou Industrial Park, 215123
       People   s Republic of China

                                                        Re: Gracell
Biotechnologies Inc.
                                                            Amendment No. 1 to
Registration Statement on Form F-3
                                                            Filed May 19, 2022
                                                            File No. 333-264545

       Dear Dr. Cao:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
11, 2022 letter.

       Amendment No. 1 to Registration Statement on form F-3 filed May 19, 2022

       Cover Page

   1.                                                   We acknowledge your
revised disclosure in response to our prior comment 1. Please
                                                        revise to disclose that
you were conclusively identified by the Commission under the
                                                        HFCAA, as listed on
https://www.sec.gov/hfcaa. Please also revise your disclosure in the
                                                        sales agreement
prospectus accordingly.
 William Wei Cao
FirstName  LastNameWilliam
Gracell Biotechnologies Inc. Wei Cao
Comapany
June 1, 2022NameGracell Biotechnologies Inc.
June 1,
Page 2 2022 Page 2
FirstName LastName
2.       We note your response to our prior comment 2, which we reissue. Please
revise your
         disclosure on the cover page to specifically address regulatory
actions and recent public
         statements made by China's government related to the regulation of
business operations in
         China with little advance notice. Please also provide a specific
cross-reference to your
         detailed discussion of risks facing the company as a result of your
auditor being subject to
         the determinations announced by the PCAOB on December 16, 2021. We
note that your
         disclosure references "Risks Related to Doing Business in China" more
generally. Please
         also revise your disclosure in the sales agreement prospectus
accordingly.
Our Company, page 4

3.       We acknowledge your revised disclosure in response to our prior
comment 4, which we
         reissue in part. Any references to control or benefits that accrue to
you because of the
         VIE should be limited to a clear description of the conditions you
have satisfied for
         consolidation of the VIE under U.S. GAAP. We refer to your disclosure
that you exercise
         effective control and receive economic benefits of the VIE and its
subsidiary's operations
         on pages 5 through 7. Additionally, please revise to include
disclosure in the Summary
         that you are the primary beneficiary of the VIE and its subsidiary for
accounting
         purposes. In addition, please clarify that shareholders would not hold
any ownership
         interest, direct or indirect, in the VIE and its subsidiary in China
and would merely have a
         contractual relationship with that operating company. Please revise
here and in the sales
         agreement prospectus accordingly.
4.       We note your revised disclosure in response to our prior comment 7,
which we reissue in
         part. Please update your disclosure here, on the cover page and in the
sales agreement
         prospectus to reflect that the Commission adopted rules to implement
the HFCAA and
         that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
         of its determination that it is is unable to inspect or investigate
completely accounting
         firms headquartered in mainland China or Hong Kong.
Permissions Required from the PRC Authorities for Our Issuance of Securities to
Foreign
Investors, page 15

5.       We acknowledge your response to our prior comment 8, which we reissue
in part. Please
         revise to include disclosure here that the Cybersecurity Review
Measures, which were
         promulgated by the CAC and several other regulatory authorities in
China, became
         effective on February 15, 2022. We refer to your disclosure on page
23. Revise your
         disclosure for the sales agreement prospectus accordingly.
 William Wei Cao
FirstName  LastNameWilliam
Gracell Biotechnologies Inc. Wei Cao
Comapany
June 1, 2022NameGracell Biotechnologies Inc.
June 1,
Page 3 2022 Page 3
FirstName LastName
       Please contact Jane Park at 202-551-7439 or Jason Drory at 202-551-8342
with any
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Life
Sciences
cc:      Will Cai, Esq.