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United States securities and exchange commission logo
December 27, 2022
Yili Kevin Xie
Chief Financial 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.
Form 20-F for
Fiscal Year Ended December 31, 2021
Filed April 22,
2022
File No. 001-39838
Dear Yili Kevin Xie:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to the comment 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 our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to the comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Comparison of Years Ended December 31, 2020 and 2021
Research and Development Expenses, page 174
1. You state that research
and development activities are central to the Company's business
model and are expected
to increase substantially in the future. In this regard, please
disclose costs incurred
during each period presented for each of your key research and
development projects
and provide other quantitative or qualitative disclosure that
increases transparency
as to the type of research and development expenses incurred. We
Yili Kevin Xie
Gracell Biotechnologies Inc.
December 27, 2022
Page 2
note that this information had been requested in our comment letters
dated November 15,
2020 and December 12, 2020 and included in your Registration Statement
on Form F-1
that was declared effective on January 7, 2021.
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.
You may contact Ibolya Ignat at 202-551-3636 or Franklin Wyman at
202-551-3660 with
any questions.
FirstName LastNameYili Kevin Xie Sincerely,
Comapany NameGracell Biotechnologies Inc.
Division of
Corporation Finance
December 27, 2022 Page 2 Office of Life
Sciences
FirstName LastName