SEC Comment Letter 0000000000-23-000560 to YS Biopharma Co., Ltd. (LSB, LSBPW) (CIK 0001946399) (LSBCF)
YS Biopharma Co., Ltd. (LSB, LSBPW) (CIK 0001946399)
Date: Jan. 19, 2023 · CIK: 0001946399 · Accession: 0000000000-23-000560
AI Filing Summary & Sentiment
File numbers found in text: 333-269031
Letter
United States securities and exchange commission logo January 19, 2023 David Hui Shao Chief Executive Officer YishengBio Co., Ltd Building No. 2, 38 Yongda Road Daxing Biomedical Industry Park Daxing District, Beijing, PRC Re:YishengBio Co., Ltd Amendment No. 1 to Registration Statement on Form F-4 Filed January 13, 2023 File No. 333-269031 Dear David Hui Shao: We have reviewed your amended registration statement and have the following 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. Unless we note otherwise, our references to prior comments are to comments in our January 6, 2023 letter. Amendment No. 1 to Registration Statement on Form F-4 Unaudited Pro Forma Condensed Combined Financial Information Note 1. Basis of Presentation, page 335 1.We note your response to our prior comment 2 and the revisions made to your pro forma financial information, including changes to the periods presented in your Pro Forma Condensed Combined Statements of Operations (i.e., year ended December 31, 2021 and the nine months ended September 30, 2022.) Please note that the age of the pro forma financial information included in a registration statement should be based on the age of financial statements requirement applicable to the registrant. Accordingly, as YS Biopharma is the registrant, it is unclear why you have not presented your Pro Forma
FirstName LastNameDavid Hui Shao Comapany NameYishengBio Co., Ltd January 19, 2023 Page 2 FirstName LastName David Hui Shao YishengBio Co., Ltd January 19, 2023 Page 2 Condensed Combined Statements of Operations for the year ended March 31, 2022 and the six months ended September 30, 2022 consistent with the financial statements presented for YS Biopharma beginning on page F-42. Please revise accordingly. General 2.Please revise throughout where you discuss the Holding Foreign Companies Accountable Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition was shortened from three years to two years, as part of the "Consolidated Appropriations Act, 2023," signed into law on December 29, 2022. You may contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Dan Ouyang, Esq.
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United States securities and exchange commission logo
January 19, 2023
David Hui Shao
Chief Executive Officer
YishengBio Co., Ltd
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing, PRC
Re:YishengBio Co., Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed January 13, 2023
File No. 333-269031
Dear David Hui Shao:
We have reviewed your amended registration statement and have the following
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. Unless we note
otherwise, our references to prior comments are to comments in our January 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Presentation, page 335
1.We note your response to our prior comment 2 and the revisions made to your pro forma
financial information, including changes to the periods presented in your Pro Forma
Condensed Combined Statements of Operations (i.e., year ended December 31, 2021 and
the nine months ended September 30, 2022.) Please note that the age of the pro forma
financial information included in a registration statement should be based on the age of
financial statements requirement applicable to the registrant. Accordingly, as YS
Biopharma is the registrant, it is unclear why you have not presented your Pro Forma
FirstName LastNameDavid Hui Shao
Comapany NameYishengBio Co., Ltd
January 19, 2023 Page 2
FirstName LastName
David Hui Shao
YishengBio Co., Ltd
January 19, 2023
Page 2
Condensed Combined Statements of Operations for the year ended March 31, 2022 and
the six months ended September 30, 2022 consistent with the financial statements
presented for YS Biopharma beginning on page F-42. Please revise accordingly.
General
2.Please revise throughout where you discuss the Holding Foreign Companies Accountable
Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition
was shortened from three years to two years, as part of the "Consolidated Appropriations
Act, 2023," signed into law on December 29, 2022.
You may contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Dan Ouyang, Esq.