United States securities and exchange commission logo





                              October 7, 2020

       Kevin Hearde
       Executive Vice President & Chief Financial Officer
       MARAVAI LIFESCIENCES HOLDINGS, INC.
       10770 Wateridge Circle Suite 200
       San Diego, California 92121

                                                        Re: MARAVAI
LIFESCIENCES HOLDINGS, INC.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
8, 2020
                                                            CIK No. 0001823239

       Dear Mr. Hearde:

              We have reviewed your 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
response.

             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
       comments.

       Draft Registration Statement on Form S-1 filed September 8, 2020

       Summary
       Our Competitive Strengths, page 4

   1.                                                   We note your statements
throughout the prospectus that you are a leading life sciences
                                                        company, a leader in
many aspects of the market segments in which you operate, that your
                                                        products present
innovative solutions, and that you believe your HCP ELISAs have
                                                        defined the market for
impurity detection and have become the de facto standard in
                                                        biologics safety
testing. Please provide additional disclosure relating to the basis for your
                                                        your opinion.
       Ownership and Organizational Structure, page 10
 Kevin Hearde
FirstName
MARAVAILastNameKevin   Hearde
            LIFESCIENCES HOLDINGS, INC.
Comapany
October    NameMARAVAI LIFESCIENCES HOLDINGS, INC.
        7, 2020
October
Page 2 7, 2020 Page 2
FirstName LastName
2.       Please expand your disclosure to explain the business or strategic
rationale for why the
         Up-C transaction structure was selected, including any material
benefits to you and the
         continuing members.
3.       For illustrative purposes, please also provide a diagram depicting the
organizational
         structure of the company and Topco LLC immediately prior to completion
of the
         Organizational Transactions where the post-transaction diagram has
been provided.
         Distinguish the former corporate investors from the continuing LLC
members.
Risk Factors
Our certificate of incorporation will designate the Court of Chancery..., page
65

4.       Please revise your risk factor regarding the forum selection provision
of your certificate of
         incorporation to also address the potential for increased costs and
any uncertainty as to
         whether a court would enforce the provision.

Use of Proceeds, page 73

5.       Please advise whether a portion of the net proceeds may be used to
make cash payments
         to the members of MLSH 1 and MLSH 2 pursuant to the Tax Receivable
Agreement or
         pursuant to your option to make cash payments to the members upon
their election to
         exchange their LLC Units for newly issued shares of Class A common
stock. To the
         extent you may use, or may cause Topco LLC to use, the net proceeds
for these purposes,
         please revise your disclosure accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Year Ended December 31, 2018 and 2019
Adjusted EBITDA and Segment Information, page 101

6.       We note the adjustments to your Adjusted EBITDA measure. Several of
these items
         appear to be recurring in nature since you reported similar costs in
the comparable
         periods. Please tell us how you considered the guidance in Item 10(e)
of Regulation S-K
         which prohibits adjusting a non-GAAP financial performance measure to
eliminate or
         smooth items identified as unusual when the nature of the charge or
gain is such that it is
         reasonably likely to recur within two years or there was a similar
charge or gain within the
         prior two years. Otherwise, revise your presentation to comply.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 104

7.       Please revise your liquidity disclosure to address the Tax Receivable
Agreement,
         disclosing your estimates of annual payments and how you intend to
fund the required
         payments under the agreement. In this regard, we note that you expect
the future payments
         under the agreement to be substantial. This information should also be
disclosed in the
         Summary and in the risk factor on page 56. In this regard, please
remove your statement
 Kevin Hearde
FirstName
MARAVAILastNameKevin   Hearde
            LIFESCIENCES HOLDINGS, INC.
Comapany
October    NameMARAVAI LIFESCIENCES HOLDINGS, INC.
        7, 2020
October
Page 3 7, 2020 Page 3
FirstName LastName
         on page 56 that you cannot estimate the amounts you are likely to pay
pursuant to the
         TRA.
Critical Accounting Policies and Estimates
Unit-Based Compensation and Incentive Unit Valuation, page 115

8.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the awards underlying your incentive
units and the reasons for
         any differences between the recent valuations of your units leading up
to the IPO and the
         estimated offering price. This information will help facilitate our
review of your
         accounting for equity issuances including unit-based compensation.
Please discuss with
         the staff how to submit your response.
Business
Licenses and Collaborations, page 134

9.       Please revise your disclosure regarding the royalty fees due on the
Broad Patent License
         Agreement and the LSU Patent License Agreement to provide a range
within ten
         percentage points for each. Please also file each of the license and
collaboration
         agreements discussed on pages 134-136 as exhibits, or provide your
analysis regarding the
         applicability of Item 601(b)(10) to these agreements.
Government Regulation, page 137

10.      We note your statements throughout the prospectus that you support
your
         biopharmaceutical customers from product development through
commercialization, and
         that your products are likely to be incorporated in your customers'
on-market products and
         processes. We contrast this with your disclosure on pages 38 and 138
regarding your
         belief that your products qualify as research-use-only products,
thereby exempting them
         from compliance with most FDA requirements, including premarket
clearance or
         approval, manufacturing requirements, and GMP regulations under the
FDCA. You state
         that RUO products cannot make any claims relating to efficacy or
diagnostic utility and
         cannot be intended for human clinical diagnostic use. You also state
that if the FDA were
         to determine, based on the totality of circumstances, that your
products labeled and
         marketed for RUO are intended for diagnostic purposes, they would be
considered
         medical products that will require clearance or approval prior to
commercialization.

         Please reconcile your disclosure regarding the characterization of and
related regulatory
         regime applicable to your products, as the disclosure in the document
currently does not
         appear consistent with your claim that your products are only used for
non-human
         research.

11.      Please provide detail regarding the regulatory requirements applicable
to your product
         classified as a select agent and toxin, as discussed on page 139.
 Kevin Hearde
MARAVAI LIFESCIENCES HOLDINGS, INC.
October 7, 2020
Page 4
Intellectual Property, page 139

12.    Please revise your intellectual property disclosure to clearly describe
on an individual
       basis the type of patent protection granted for each technology, the
expiration of each
       patent and the jurisdiction of each patent. In this regard, it may be
useful to provide this
       disclosure in tabular form to support the narrative already included. In
addition, please
       provide more detail regarding the one issued U.S. patent that is owned
with a third party,
       naming the party and providing details of the relationship.
Item 16. Exhibits and Financial Statement Schedules, page II-3

13.    We note your statement on page 23 that Thermo Fisher Scientific Inc.
accounted for 10%
       of your total revenue for the year ended December 31, 2019. Please
advise us whether you
       have a written agreement in place with Thermo Fisher, and if so, the
your analysis
       regarding the applicability of Item 601(b)(10)(ii)(B) of Regulation S-K
to this agreement.
14.    Please file the agreements related to your acquisition of MockV
Solutions, Inc. in March
       2020 or tell us why you believe such filing is not required pursuant to
Item 601(b)(2) of
       Regulation S-K.
General

15.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
       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
other
questions.



                                                              Sincerely,
FirstName LastNameKevin Hearde
                                          Division of Corporation Finance
Comapany NameMARAVAI LIFESCIENCES HOLDINGS, INC.
                                          Office of Life Sciences
October 7, 2020 Page 4
cc:       Robert Hayward
FirstName LastName