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United States securities and exchange commission logo
April 26, 2024
Robert Ragusa
Chief Executive Officer
GRAIL, LLC
1525 O Brien Drive
Menlo Park, California 94025
Re: GRAIL, LLC
Amendment No. 3 to
Draft Registration
Statement on Form 10-12B
Submitted April 8,
2024
CIK No. 0001699031
Dear Robert Ragusa:
We have reviewed your amended draft registration statement and have
the following
comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
March 28, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Non-GAAP Financial Measures, page 196
1. We reissue prior
comment 10. Based on your response, the transaction related
compensation and
payroll taxes appear to be normal, recurring operating expense since the
underlying services
performed by your employees were consistent with their normal roles
and responsibilities.
As such, we request that you discontinue including this adjustment in
your non-GAAP measures
for any period presented in accordance with Rule 100(b) of
Regulation G as
interpreted by Question 100.01 of the Non-GAAP Financial Measures
Compliance & Disclosure
Interpretations, as updated December 13, 2022.
Robert Ragusa
GRAIL, LLC
April 26, 2024
Page 2
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
April 26, 2024 Page 2
cc: Ross McAloon, Esq.
FirstName LastName