United States securities and exchange commission logo





                             June 11, 2021

       Daniel Jones
       Chief Executive Officer
       SeqLL Inc.
       317 New Boston Street, Suite 210
       Woburn, Massachusetts 01801

                                                        Re: SeqLL Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed May 28, 2021
                                                            File No. 333-254886

       Dear Mr. Jones:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
27, 2021 letter.

       Amendment No. 1 to S-1, Filed May 28, 2021

       Cover Page

   1.                                                   We note that you have
checked the Rule 415 box on your outside cover page, yet
                                                        disclosures elsewhere
indicate that this is a firm commitment, underwritten offering.
                                                        Please advise or
revise.
       Summary
       Overview, page 1

   2.                                                   We note your response
to our prior comment number 5. Your response letter indicates that
                                                        future products to be
developed could reveal previously-unknown molecular structures
                                                        and perform genome
structural analysis, not that any of your products currently have such
 Daniel Jones
FirstName
SeqLL Inc.LastNameDaniel Jones
Comapany
June       NameSeqLL Inc.
     11, 2021
June 11,
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FirstName LastName
         ability. However, your disclosure on pages 1 and 5 indicates these are
features of your
         current technology. Please reconcile these statements, and to the
extent your products
         currently have these features, please revise the disclosure to state
how they work.
Our Customers and Collaborators, page 7

3.       We note your response to our prior comment number 8 where you state
that you have not
         yet entered into any material agreements with any of these entities as
to how your
         technology will be used by them in the future. Please clarify whether
you have any
         agreements with these customers and collaborators that govern your
existing relationship
         with them, not just future use. If so, please describe and file such
agreements or advise.
Risk Factors, page 14

4.       We note your response to our prior comment number 9. Please revise
page 31 to clarify
         the percentage that will be held by insiders if an anchor investor
insider purchased
         additional shares in this offering, as indicated on the cover, and the
percentage held by
         insiders in the event that the anchor investors do not purchase any
shares.
Critical Accounting Policies and Estimates, page 51
Revenue Recognition, page 52

5.       We note your response to comment 13, in which you state that the
components of the
         genetic sequencing process, including consumables, "are not distinct
and do not have a
         stand-alone value to the customer." However, you disclose on pages 52,
F-9 and F-25 that
         "[r]evenue from product sales, including customized sequencing
instruments and
         sequencing reagent kits, is recognized generally upon delivery, which
is when control of
         the product is deemed to be transferred." Based on this disclosure, it
appears that these
         "product sales" are recognized at a point in time, are distinct, have
a stand-alone value
         and/or represent a separate performance obligation, which appears
inconsistent with your
         response. Please explain the circumstances under which revenue from
"product sales" is
         recorded apart from the generation of specific sample data performance
obligations and
         quantify the materiality thereof or revise your disclosures
accordingly.
Executive Compensation, page 78

6.       We note your response to our prior comment number 17 and the
Outstanding Equity
         Awards at Fiscal Year-End table added to page 82. The table headings
include two
         footnotes that are not explained in the disclosure. Please revise to
explain these footnotes
         and also add the footnote required by Instruction 2 to Item 402(p)(2)
of Regulation S-K.
Certain Relationships and Related Party Transactions, page 86

7.       We note your response to our prior comment number 20 and the
disclosure added to page
         F-28. Please revise the Certain Relationships and Related Party
Transactions section of the
         prospectus to describe the arrangements detailed on page F-28 between
the Company and
 Daniel Jones
SeqLL Inc.
June 11, 2021
Page 3
      each of these entities associated with William C. St. Laurent.
Financial Statements for the Period Ended March 31, 2021
Note 1 - Nature of Operations and Basis of Presentation
Risks and Uncertainties, page F-23

8.    You state "[w]hile to date, the Company has not experienced any
significant changes in
      our business as a result of the COVID -19 pandemic, the extent to which
the COVID -
      19 pandemic may in the future materially impact the Company   s financial
condition,
      liquidity or results of operations is uncertain." We note your statement
on page 17 that the
      pandemic has "adversely affected our sales and results of operations
during 2020 and the
      first quarter of 2021." Please revise accordingly to more clearly affirm,
if true, that the
      pandemic has materially adversely affected your financial statements
during 2020 and the
      first quarter of 2021.
       You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635 with any
other
questions.



                                                            Sincerely,
FirstName LastNameDaniel Jones
                                                            Division of
Corporation Finance
Comapany NameSeqLL Inc.
                                                            Office of Life
Sciences
June 11, 2021 Page 3
cc:       Eric M. Hellige, Esq.
FirstName LastName