February 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Laura McKenzie and Christina Chalk

Re:	RayzeBio, Inc. Schedule 14D-9 filed January 25, 2024 (File No. 005-94159)

Ladies and Gentlemen:

We are in receipt of the comment letter, dated February 14, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the above captioned filing. Below is the response of RayzeBio, Inc. (the “Company”) to the Staff’s comment.

For the Staff’s convenience, we have incorporated the Staff’s comment into this response letter in italics.

The Company respectfully submits that the disclosure requirements under Item 1011(b) of Regulation M-A do not apply to the Company. Pursuant to Instruction 1 to Item 1011(b) of Regulation M-A, the obligation to provide the information in paragraph (b) of Item 1011 of Regulation M-A does not apply where the issuer whose securities are the subject of the tender offer is an emerging growth company, as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act. Because the Company is an emerging growth company, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, the disclosure requirements under Item 1011(b) of Regulation M-A do not apply to the Company.

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Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any questions or further comments regarding this response letter to Jamie Leigh at (415) 693-2190 or Ben Beerle at (415) 693-2192.

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