SEC Comment Letter 0000000000-23-009842 to Gracell Biotechnologies Inc. (CIK 0001826492)
Gracell Biotechnologies Inc. (CIK 0001826492)
Date: Sept. 6, 2023 · CIK: 0001826492 · Accession: 0000000000-23-009842
AI Filing Summary & Sentiment
File numbers found in text: 333-274191
Letter
United States securities and exchange commission logo September 6, 2023 William Wei Cao Chief Executive Officer Gracell Biotechnologies Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 Re:Gracell Biotechnologies Inc. Registration Statement on From F-3 Filed August 24, 2023 File No. 333-274191 Dear William Wei Cao: We have limited our review of your registration statement to those issues we have addressed in our 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. Registration Statement on Form F-3 filed August 24, 2023 Prospectus Summary Summary of Risk Factors Risks Related to Doing Business in China, page 8 1.Please revise here to add a summary risk factor disclosing the risk you discuss on page 17 that it may be difficult to enforce any judgments obtained from foreign courts against the company or company’s directors and officers in China.
FirstName LastNameWilliam Wei Cao Comapany NameGracell Biotechnologies Inc. September 6, 2023 Page 2 FirstName LastName William Wei Cao Gracell Biotechnologies Inc. September 6, 2023 Page 2 Risk Factors Risks Related to Doing Business in China The PRC government has significant authority to regulate or intervene in the China operations..., page 15 2.Please revise your risk factor on page 15 where you state “[t]he Chinese government may intervene or influence [y]our operations” to state this may happen at any time. Risks Related to Our Corporate Structure The uncertainties in the PRC legal system may subject our contractual arrangements to different interpretations..., page 32 3.Please revise your risk factor on page 32 to disclose that investors in your ADSs would not hold any ownership interest, directly or indirectly, in the VIE and its subsidiary in China and would merely have a contractual relationship with the operating entities in China. 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. 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. You may contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Reid Hooper, Esq.
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United States securities and exchange commission logo
September 6, 2023
William Wei Cao
Chief Executive Officer
Gracell Biotechnologies Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Re:Gracell Biotechnologies Inc.
Registration Statement on From F-3
Filed August 24, 2023
File No. 333-274191
Dear William Wei Cao:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed August 24, 2023
Prospectus Summary
Summary of Risk Factors
Risks Related to Doing Business in China, page 8
1.Please revise here to add a summary risk factor disclosing the risk you discuss on page 17
that it may be difficult to enforce any judgments obtained from foreign courts against the
company or company’s directors and officers in China.
FirstName LastNameWilliam Wei Cao
Comapany NameGracell Biotechnologies Inc.
September 6, 2023 Page 2
FirstName LastName
William Wei Cao
Gracell Biotechnologies Inc.
September 6, 2023
Page 2
Risk Factors
Risks Related to Doing Business in China
The PRC government has significant authority to regulate or intervene in the China operations...,
page 15
2.Please revise your risk factor on page 15 where you state “[t]he Chinese government may
intervene or influence [y]our operations” to state this may happen at any time.
Risks Related to Our Corporate Structure
The uncertainties in the PRC legal system may subject our contractual arrangements to different
interpretations..., page 32
3.Please revise your risk factor on page 32 to disclose that investors in your ADSs would
not hold any ownership interest, directly or indirectly, in the VIE and its subsidiary in
China and would merely have a contractual relationship with the operating entities in
China.
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.
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.
You may contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Reid Hooper, Esq.