July 2, 2024

Paul Song
Chief Executive Officer
NKGen Biotech, Inc.
3001 Daimler St.
Santa Ana, CA 92705

       Re: NKGen Biotech, Inc.
           Amendment No. 4 to Registration Statement on Form S-1
           Filed June 27, 2024
           File No. 333-275094
Dear Paul Song:

       We have reviewed your amended registration statement and have the
following comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No. 4 to Registration Statement on Form S-1
General

1.     We note your disclosure on page 203 that your selling securityholders
may sell their
       securities to or through underwriters. Please confirm your understanding
that the retention
       by a selling stockholder of an underwriter would constitute a material
change to your plan
       of distribution requiring a post-effective amendment. Refer to your
undertaking provided
       pursuant to Item 512(a)(1)(iii) of Regulation S-K.
       Please contact Tyler Howes at 202-551-3370 or Jason Drory at
202-551-8342 with
any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
 July 2, 2024
Page 2

                                     Office of Life Sciences
cc:   Michael J. Blankenship, Esq.