Correspondence 0001193125-24-132038 from GRAIL, LLC (GRAL) (CIK 0001699031) (GRAL)
GRAIL, LLC (GRAL) (CIK 0001699031)
Date: May 6, 2024 · CIK: 0001699031 · Accession: 0001193125-24-132038
AI Filing Summary & Sentiment
Referenced dates: April 26, 2024
Letter
505 Montgomery Street, Suite 2000
San Francisco, California 94111-6538
Tel: +1.415.391.0600 Fax: +1.415.395.8095
www.lw.com
FIRM / AFFILIATE OFFICES
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May 6, 2024
Chicago
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Frankfurt
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VIA EDGAR
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U.S. Securities and Exchange Commission
London
Tokyo
Division of Corporation Finance
Los Angeles
Washington, D.C.
100 F Street, N.E.
Madrid
Washington, D.C. 20549-6010
Attention:
Kristin Lochhead
Terence O’Brien
Conlon Danberg
Katherine Bagley
Re:
GRAIL, Inc.
Response to Letter dated April 26, 2024
Amendment No. 3 to
Draft Registration Statement Submitted on Form 10-12B
Submitted April 8, 2024
CIK No. 0001699031
To the addressee set forth above:
On behalf of our client, GRAIL, LLC (to be converted into a corporation named GRAIL, Inc.) (the “Company”), we are submitting this letter in response to the comments received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) by letter, dated April 26, 2024 (the “Comment Letter”), regarding the Company’s Amendment No. 3 to Draft Registration Statement on Form 10-12B, as confidentially submitted to the Staff on April 8, 2024 (the “Draft Registration Statement”).
The Company is concurrently publicly filing its Registration Statement on Form 10-12B (the “Form 10”), which has been revised to reflect certain revisions to the Draft Registration Statement in response to the Comment Letter as well as certain other changes.
For ease of review, we have set forth below each of the numbered comments of the Staff contained in the Comment Letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10 and all references to page numbers in such responses are to page numbers in the Form 10.
May 6, 2024
Page
Amendment No. 3 to Draft Registration Statement on Form 10-12B Submitted April 8, 2024
Non-GAAP Financial Measures, page 196
1. We reissue prior comment 10. Based on your response, the transaction related compensation and payroll taxes appear to be normal, recurring operating expense since the underlying services performed by your employees were consistent with their normal roles and responsibilities. As such, we request that you discontinue including this adjustment in your non-GAAP measures for any period presented in accordance with Rule 100(b) of Regulation G as interpreted by Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 185 and 202 of the Form 10 accordingly.
* * *
May 6, 2024
Page
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (714) 755-8051 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Ross McAloon
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CORRESP 1 filename1.htm CORRESP 505 Montgomery Street, Suite 2000 San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris May 6, 2024 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley VIA EDGAR Hong Kong Singapore Houston Tel Aviv U.S. Securities and Exchange Commission London Tokyo Division of Corporation Finance Los Angeles Washington, D.C. 100 F Street, N.E. Madrid Washington, D.C. 20549-6010 Attention: Kristin Lochhead Terence O’Brien Conlon Danberg Katherine Bagley Re: GRAIL, Inc. Response to Letter dated April 26, 2024 Amendment No. 3 to Draft Registration Statement Submitted on Form 10-12B Submitted April 8, 2024 CIK No. 0001699031 To the addressee set forth above: On behalf of our client, GRAIL, LLC (to be converted into a corporation named GRAIL, Inc.) (the “Company”), we are submitting this letter in response to the comments received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) by letter, dated April 26, 2024 (the “Comment Letter”), regarding the Company’s Amendment No. 3 to Draft Registration Statement on Form 10-12B, as confidentially submitted to the Staff on April 8, 2024 (the “Draft Registration Statement”). The Company is concurrently publicly filing its Registration Statement on Form 10-12B (the “Form 10”), which has been revised to reflect certain revisions to the Draft Registration Statement in response to the Comment Letter as well as certain other changes. For ease of review, we have set forth below each of the numbered comments of the Staff contained in the Comment Letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10 and all references to page numbers in such responses are to page numbers in the Form 10. May 6, 2024 Page 2 Amendment No. 3 to Draft Registration Statement on Form 10-12B Submitted April 8, 2024 Non-GAAP Financial Measures, page 196 1. We reissue prior comment 10. Based on your response, the transaction related compensation and payroll taxes appear to be normal, recurring operating expense since the underlying services performed by your employees were consistent with their normal roles and responsibilities. As such, we request that you discontinue including this adjustment in your non-GAAP measures for any period presented in accordance with Rule 100(b) of Regulation G as interpreted by Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 185 and 202 of the Form 10 accordingly. * * * May 6, 2024 Page 3 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (714) 755-8051 with any questions or comments regarding this correspondence. Very truly yours, /s/ Ross McAloon Ross McAloon of LATHAM & WATKINS LLP cc: Robert Ragusa, GRAIL, LLC Abram Barth, GRAIL, LLC Charles E. Dadswell, Illumina, Inc. W. Alex Voxman, Latham & Watkins LLP Andrew Clark, Latham & Watkins LLP Alexa Berlin, Latham & Watkins LLP Andrew J. Pitts, Cravath, Swaine & Moore LLP Ting S. Chen, Cravath, Swaine & Moore LLP Daniel J. Cerqueira, Cravath, Swaine & Moore LLP