SEC Comment Letter 0000000000-23-001007 to Oculis Holding AG (OCS, OCSAW) (CIK 0001953530) (OCS)
Oculis Holding AG (OCS, OCSAW) (CIK 0001953530)
Date: Jan. 31, 2023 · CIK: 0001953530 · Accession: 0000000000-23-001007
AI Filing Summary & Sentiment
File numbers found in text: 333-268201
Referenced dates: December 20, 2022
Letter
United States securities and exchange commission logo January 31, 2023 Eduardo Bravo Fernandez de Araoz Principal Executive Officer Oculis Holding AG Bahnhofstrasse 7 CH-6300 Zug, Switzerland Re:Oculis Holding AG Amendment No. 3 to Registration Statement on Form F-4 Filed January 27, 2023 File No. 333-268201 Dear Eduardo Bravo Fernandez de Araoz: 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 12, 2023 letter. Amendment No. 3 to Registration Statement on F-4 filed January 27, 2023 Material Tax Considerations, page 165 1.We refer to your response to comment 1 in our letter dated December 20, 2022 and your exhibit 8.1 filing. Revise your "United States Federal Income Tax Considerations to U.S. Holders" section to state that it is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19 for guidance.
FirstName LastNameEduardo Bravo Fernandez de Araoz Comapany NameOculis Holding AG January 31, 2023 Page 2 FirstName LastName Eduardo Bravo Fernandez de Araoz Oculis Holding AG January 31, 2023 Page 2 Oculis SA Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020, page F-50 2.We note the audited financial statements included in the filing are older than 12 months since January 1, 2023. Since it appears this F-4 represents your initial public offering, please update your financial statements pursuant to Item 8.A.4 of Form 20-F, or provide the appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4. You may contact Li Xiao at 202-551-4391 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Derek Dostal, Esq.
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United States securities and exchange commission logo
January 31, 2023
Eduardo Bravo Fernandez de Araoz
Principal Executive Officer
Oculis Holding AG
Bahnhofstrasse 7
CH-6300
Zug, Switzerland
Re:Oculis Holding AG
Amendment No. 3 to Registration Statement on Form F-4
Filed January 27, 2023
File No. 333-268201
Dear Eduardo Bravo Fernandez de Araoz:
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 12, 2023 letter.
Amendment No. 3 to Registration Statement on F-4 filed January 27, 2023
Material Tax Considerations, page 165
1.We refer to your response to comment 1 in our letter dated December 20, 2022 and your
exhibit 8.1 filing. Revise your "United States Federal Income Tax Considerations to U.S.
Holders" section to state that it is the opinion of named counsel. Refer to Section III.B.2
of Staff Legal Bulletin No. 19 for guidance.
FirstName LastNameEduardo Bravo Fernandez de Araoz
Comapany NameOculis Holding AG
January 31, 2023 Page 2
FirstName LastName
Eduardo Bravo Fernandez de Araoz
Oculis Holding AG
January 31, 2023
Page 2
Oculis SA Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020,
page F-50
2.We note the audited financial statements included in the filing are older than 12 months
since January 1, 2023. Since it appears this F-4 represents your initial public offering,
please update your financial statements pursuant to Item 8.A.4 of Form 20-F, or provide
the appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.
You may contact Li Xiao at 202-551-4391 or Daniel Gordon at 202-551-3486 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Derek Dostal, Esq.