SecProbe.io

January 30, 2025
Raquel Izumi
Acting Chief Executive Officer
Vincerx Pharma, Inc.
1825 S. Grant Street
San Mateo, CA 94402
Re:Vincerx Pharma, Inc.
Registration Statement on Form S-3
Filed January 24, 2025
File No. 333-284478
Dear Raquel Izumi:
            We have conducted a limited review of your 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 our 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.
Registration Statement on Form S-3
General
1.We note your Current Reports on Form 8-K filed on December 27, 2024, and
furnished on January 23, 2025, relating to the proposed business combination between
your company and Oqory, Inc. Please provide us with your analysis of the application
of each of Item 11(a) and Item 11(b) of Form S-3 in relation to the proposed business
combination. In your analysis, please tell us whether the transaction is considered
"probable" pursuant to Regulation S-X such that financial statements are required to
be filed.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

January 30, 2025
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Julie Park