United States securities and exchange commission logo

                            October 20, 2020

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

                                                        Re: MARAVAI
                                                            Amendment 1 to
Draft Registration Statement on Form S-1
                                                            Submitted October
14, 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 1 to Draft Registration Statement on Form S-1 filed October
14, 2020

       Prospectus Summary
       Overview, page 2

   1.                                                   We note your statement
that your CleanCap products are incorporated into six mRNA
                                                        programs targeting
COVID-19 vaccines development and potentially may be used in up to
                                                        three additional
COVID-19 vaccine development programs. Please identify the vaccine
                                                        developers using
CleanCap and their current stage of development. Also, provide the basis
                                                        of your belief that up
to three additional COVID-19 vaccine development plans will
                                                        incorporate CleanCap
products. If these plans are based on conversations with the
                                                        developers, please
briefly describe the conversations.
 Kevin Hearde
October 20, 2020
Page 2
Risk Factors
Our certificate of incorporation will designate the Court of Chancery..., page

2.     We note the sentence added at the end of this risk factor in response to
our prior comment
       4. Please further revise your disclosure to address whether there is
currently any question
       as to whether a court would enforce the forum selection provision, and
indicate that
       shareholders may experience increased costs as a result of the selection
of the Court of
       Chancery of Delaware as the exclusive forum for the noted litigation
Management Discussion and Analysis
Results of Operations for the Years Ended December 31, 2018 and 2019
Adjusted EBITDA and Segment Information, page 103

3.     We note your response to comment six and that you to continue to
describe Adjusted
       EBITDA as not    representative of [y]our ongoing operating performance
  and that it does
       not    reflect the core operations    as disclosed on pages 99, 103 and
F-42. Please revise to
       present a balanced discussion that reflects your disclosures throughout
the filing that
       acquisitions are a significant part of your business strategy, as noted
under    Our Strategy
       on page 9, which have a direct impact on your core operations.
       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 20, 2020 Page 2
cc:       Robert Hayward
FirstName LastName