United States securities and exchange commission logo





                                November 2, 2023

       Paul Song
       Chief Executive Officer
       NKGen Biotech, Inc.
       3001 Daimler St.
       Santa Ana, CA 92705

                                                        Re: NKGen Biotech, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed October 19,
2023
                                                            File No. 333-275094

       Dear Paul Song:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              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-1 filed October 19, 2023

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of the
                                                        underlying securities.
If the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Paul Song
FirstName LastNamePaul   Song
NKGen Biotech,  Inc.
Comapany 2,
November  NameNKGen
             2023       Biotech, Inc.
November
Page 2    2, 2023 Page 2
FirstName LastName
Prospectus Summary, page 1

3.       Consistent with your risk factor disclosure on page 6, please revise
your Prospectus
         Summary to include a prominent discussion regarding your current
liquidity position.
Risk Factors
Risks Related to Our Business and Industry
We do not currently have sufficient funds to service our operations and
expenses and other
liquidity needs..., page 6

4.       We note your disclosure that you settled $14.6 million of transaction
expenses and
         deferred underwriting fees at the closing of your business
combination. In addition, we
         note your disclosure that you "have substantial transaction expenses
accrued and unpaid
         subsequent to the closing." Given your disclosure that you "may have
to liquidate... and/or
         seek protection under Chapters 7 or 11 of the United States Bankruptcy
Code," please
         revise your disclosure to quantify the substantial transaction
expenses accrued and unpaid.
The shares of common stock being offered in this prospectus represent a
substantial
percentage..., page 50

5.       Please revise this risk factor to disclose the purchase price of the
securities being
         registered for resale.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 59

6.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
7.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
8.       We note that your forward purchase agreements with certain investors
provide those
         investors with certain optional early termination rights after the
closing date of the
         business combination. In addition, we note your disclosure on page 188
that "[s]hould
         [your] share price decline, [you] could receive less cash from escrow
than the Prepayment
         Amount." Please revise to discuss the risks that these agreements may
pose to other
         holders if the investors exercise these rights or otherwise advise.
 Paul Song
FirstName LastNamePaul   Song
NKGen Biotech,  Inc.
Comapany 2,
November  NameNKGen
             2023       Biotech, Inc.
November
Page 3    2, 2023 Page 3
FirstName LastName
General

9.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Sponsor, PIPE investors and other selling
         securityholders acquired their shares and warrants, and the price that
the public
         securityholders acquired their shares and warrants. Disclose that
while these selling
         securityholders may experience a positive rate of return based on the
current trading price,
         the public securityholders may not experience a similar rate of return
on the securities
         they purchased due to differences in the purchase prices and the
current trading price.
         Please also disclose the potential profit the selling securityholders
will earn based on the
         current trading price. Lastly, please include appropriate risk factor
disclosure.
        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 Tyler Howes at 202-551-3370 or Jason Drory at
202-551-8342 with any
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Ken Rollins, Esq.