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United States securities and exchange commission logo
May 16, 2024
Robert Ragusa
Chief Executive Officer
GRAIL, LLC
1525 O Brien Drive
Menlo Park, California 94025
Re: GRAIL, LLC
Registration
Statement on Form 10-12B
Filed May 6, 2024
File No. 001-42045
Dear Robert Ragusa:
We have reviewed your
filing and have the following comments.
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 and any amendment you may file in
response to this letter,
we may have additional comments.
Registration Statement on Form 10-12B
Prospectus Summary
Our Company, page 2
1. Revise your disclosure
here and in your description of business to provide support for
your statement that
cancer "can be cured," and provide additional context for how this
statement relates to
the cancers detected by your Galleri test, given your disclosure that
"Galleri demonstrated
an ability to detect a shared cancer signal across more than 50 types
of cancer."
Alternatively, please remove this disclosure from your filing.
Background
The Spin-Off, page 100
2. We note that you have
removed disclosure that you "do not anticipate being a separate
party to ongoing
regulatory proceedings after the Spin-Off." If this removal means that
you will be a separate
party to ongoing regulatory proceedings after the Spin-Off, please
revise your summary and
risk factors to disclose this fact and to describe the related risks.
Robert Ragusa
GRAIL, LLC
May 16, 2024
Page 2
Disposal Funding, page 230
3. We note your disclosure that "[u]nder certain circumstances, we will be
required to return
a portion of the Disposal Funding to Illumina in the event we make a
dividend payment or
share repurchase or experience a change of control." Please revise to
provide additional
detail describing the "certain circumstances," including the portion of
the Disposal
Funding you will be required to return to Illumina.
Exhibits
4. We note your reference in Exhibit 2.1 to a PIPE and PIPE Commitments.
Please revise
your filing to disclose whether you have entered into or have plans to
enter into a
PIPE, the material terms of any such PIPE, and file any PIPE agreement(s)
as an exhibit to
your registration statement.
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 Kristin Lochhead at 202-551-3664 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameRobert Ragusa Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameGRAIL, LLC
Services
May 16, 2024 Page 2
cc: Ross McAloon, Esq.
FirstName LastName