United States securities and exchange commission logo

                              October 28, 2020

       Kevin Hearde
       Executive Vice President & Chief Financial Officer
       10770 Wateridge Circle Suite 200
       San Diego, California 92121

                                                        Re: MARAVAI
                                                            Amendment 2 to
Draft Registration Statement on Form S-1
                                                            Submitted October
23, 2020
                                                            CIK No. 0001823239

       Dear Mr. Hearde:

             We have reviewed your amended draft 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 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 our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment 2 to Draft Registration Statement on Form S-1 filed October
23, 2020

       Prospectus Summary
       Overview, page 2

   1.                                                   We note your response
to our prior comment 1 and we re-issue the latter part of the
                                                        comment. Regarding the
potential use of CleanCap by Chula Vaccine Research Center in
                                                        partnership with the
University of Pennsylvania, eTheRNA Immunotherapies and
                                                        Greenlight Biosciences,
please revise your disclosure to explain the basis for your belief
                                                        that they may
potentially use CleanCap in their vaccine trials. If these plans are based on
                                                        conversations, please
briefly describe the conversations.

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
 Kevin Hearde
October 28, 2020
Page 2
New Credit Agreement, page 109

2.    Please revise your disclosure to quantify the distribution made to
members with the
      proceeds of the New Credit Agreement discussed on page 109.
Management's Discussion & Analysis of Financial Condition and Results of

Liquidity and Capital Resources
Sources of Liquidity, page 108

3.    We note your response to comment three and that Adjusted EBITDA is a
      covenant under your credit agreements. Please revise your disclosure for
your credit
      agreements to include the following:
          the material terms of the covenant that relate to Adjusted EBITDA;
          the amount or limit required for compliance with the covenant; and
          the actual or reasonably likely effects of compliance or
non-compliance with the
          covenant on the company's financial condition and liquidity.
      With regards to disclosures of Adjusted EBITDA under the section "How We
Assess Our
      Business", please refer the reader to the Liquidity section where the
      covenant disclosures are located. Refer to Question 102.09 of the
Non-GAAP Financial
      Measures Compliance & Disclosure Interpretations.
       You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Suzanne Hayes at 202-551-3675 with any

FirstName LastNameKevin Hearde
                                          Division of Corporation Finance
                                          Office of Life Sciences
October 28, 2020 Page 2
cc:       Robert Hayward
FirstName LastName