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Correspondence 0001493152-23-045395 from BioLingus (Cayman) Ltd (CIK 0001966522)

BioLingus (Cayman) Ltd (CIK 0001966522)
Date: Dec. 19, 2023 · CIK: 0001966522 · Accession: 0001493152-23-045395

AI Filing Summary & Sentiment

File numbers found in text: 333-273093

Referenced dates: December 18, 2023

Date
December 13, 2023
Author
SICHENZIA
Form
CORRESP
Company
BioLingus (Cayman) Ltd (CIK 0001966522)

Letter

Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences BioLingus (Cayman) Limited Amendment No. 4 to Registration Statement on Form F-1 Filed December 13, 2023 File No. 333-273093

Dear Messrs. Xiao, Kuhar, Howes and Drory,

On behalf of our client, BioLingus (Cayman) Limited (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 18, 2023. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1/A (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

* * *

Amendment No. 4 to Registration Statement on Form F-1 filed December 13, 2023

The Offering, page 20

1. You state here that after deducting fees and expenses, you will have approximately $3,342,000 in net proceeds. However you appear to have used a higher net proceeds in the capitalization and dilution disclosures. In that regard, Note (1) under the dilution table at page 67 appears to have been revised to include a lower estimated offering expenses payable. Please revise for consistency.

Response:

Responsive to the Staff’s comments, we have revised the total expenses relating to this Offering to $1,007,063 to rectify inconsistencies with the net proceeds in the capitalization and dilution disclosures.

If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srf.law.

Very
truly yours,
SICHENZIA
ROSS FERENCE LLP

Show Raw Text
CORRESP
1
filename1.htm

December
19, 2023

Li
Xiao/ Kevin Kuhar

Tyler
Howes/ Jason Drory

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    BioLingus
                                            (Cayman) Limited

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    December 13, 2023

    File
    No. 333-273093

Dear
Messrs. Xiao, Kuhar, Howes and Drory,

On
behalf of our client, BioLingus (Cayman) Limited (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated December 18, 2023. Concurrently with the submission of this letter, the Company is
submitting its revised registration statement on Form F-1/A (the “Revised Registration Statement”) and the related exhibits
via EDGAR to the Commission.

The
Staff’s comments are repeated below and are followed by the Company’s responses. We have included page references in the
Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

*
* *

Amendment
No. 4 to Registration Statement on Form F-1 filed December 13, 2023

The
Offering, page 20

1.
You state here that after deducting fees and expenses, you will have approximately $3,342,000 in net proceeds. However you appear to
have used a higher net proceeds in the capitalization and dilution disclosures. In that regard, Note (1) under the dilution table at
page 67 appears to have been revised to include a lower estimated offering expenses payable. Please revise for consistency.

Response:

Responsive
to the Staff’s comments, we have revised the total expenses relating to this Offering to $1,007,063 to rectify inconsistencies
with the net proceeds in the capitalization and dilution disclosures.

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.

    Very
    truly yours,

    SICHENZIA
    ROSS FERENCE LLP

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

1185 AVENUE OF THE AMERICAS |
31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW