United States securities and exchange commission logo October 28, 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. 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 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. 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 MARAVAI LIFESCIENCES HOLDINGS, INC. 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 Operations Liquidity and Capital Resources Sources of Liquidity, page 108 3. We note your response to comment three and that Adjusted EBITDA is a financial 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 revised 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 other questions. Sincerely, FirstName LastNameKevin Hearde Division of Corporation Finance Comapany NameMARAVAI LIFESCIENCES HOLDINGS, INC. Office of Life Sciences October 28, 2020 Page 2 cc: Robert Hayward FirstName LastName