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SEC Comment Letter 0000000000-23-011772 to 1427702 B.C. Ltd (CIK 0001988363)

1427702 B.C. Ltd (CIK 0001988363)
Date: Oct. 26, 2023 · CIK: 0001988363 · Accession: 0000000000-23-011772

AI Filing Summary & Sentiment

File numbers found in text: 333-273972

Date
October 26, 2023
Author
Not clearly detected
Form
UPLOAD
Company
1427702 B.C. Ltd (CIK 0001988363)

Letter

United States securities and exchange commission logo October 26, 2023 Ryan Wilson Director 1427702 B.C. Ltd. 2900-550 Burrard Street Vancouver, British Columbia, Canada V6C 0A3 Re:1427702 B.C. Ltd. Amendment No. 2 to Registration Statement on Form F-4 Filed October 16, 2023 File No. 333-273972 Dear Ryan Wilson: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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. Unless we note otherwise, any references to prior comments are to comments in our October 5, 2023 letter. Amendment No. 2 to Registration Statement on Form F-4 filed October 16, 2023 Information about Filament, page 209 1.We note what appear to be internal inconsistences in this section. By way of example only: •We note disclosure on page 213 indicating that the Phase 2a trial for MAUD will be a study in 10 people while your disclosure on page 213 indicates that it will be a 50 person multicenter study; •We note disclosure on page 215 indicating that the program sponsored by UCLA in depression is in Phase 2 development while your table on page 227 indicates the program is in Phase 1 development; •We note disclosure on page 215 indicating that the program sponsored by Centre for Addiction and Mental Health in mild cognitive impairment is in Phase 2 development while your table on page 227 appears to indicate this program is not in any phase of

FirstName LastNameRyan Wilson Comapany Name1427702 B.C. Ltd. October 26, 2023 Page 2 FirstName LastName Ryan Wilson 1427702 B.C. Ltd. October 26, 2023 Page 2 clinical development and currently in the “planning stage;” and •We note disclosure on page 215 indicating that the program sponsored by University Health Network in bi-polar depression is in Phase 1 development while your table on page 227 indicates it is currently in the "planning stage."

Please reconcile your disclosures or advise. Stimulant Use Disorder Development Plan, page 219 2.Please revise the discussion of Filament's MAUD trial to clarify when the IND was submitted and whether Filament or UCSF are the trial sponsor. To the extent UCSF is the trial sponsor, please revise your table accordingly. Your disclosure in the table also indicates that this trial will start in either Q4 2023 (the "Start" column) or Q1 2024 (the "Purpose" column). Please reconcile your disclosure or advise. As needed, please make similar edits to the Opioid Use Disorder table on page 220. Please contact Gary Newberry at 202-551-3761 or Mary Mast at 202-551-3613 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jonathan Deblinger, Esq.

Show Raw Text
United States securities and exchange commission logo
October 26, 2023
Ryan Wilson
Director
1427702 B.C. Ltd.
2900-550 Burrard Street
Vancouver, British Columbia, Canada V6C 0A3
Re:1427702 B.C. Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed October 16, 2023
File No. 333-273972
Dear Ryan Wilson:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed October 16, 2023
Information about Filament, page 209
1.We note what appear to be internal inconsistences in this section. By way of example
only:
•We note disclosure on page 213 indicating that the Phase 2a trial for MAUD will be a
study in 10 people while your disclosure on page 213 indicates that it will be a 50
person multicenter study;
•We note disclosure on page 215 indicating that the program sponsored by UCLA in
depression is in Phase 2 development while your table on page 227 indicates the
program is in Phase 1 development;
•We note disclosure on page 215 indicating that the program sponsored by Centre for
Addiction and Mental Health in mild cognitive impairment is in Phase 2 development
while your table on page 227 appears to indicate this program is not in any phase of

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 October 26, 2023 Page 2
 FirstName LastName
Ryan Wilson
1427702 B.C. Ltd.
October 26, 2023
Page 2
clinical development and currently in the “planning stage;” and
•We note disclosure on page 215 indicating that the program sponsored by University
Health Network in bi-polar depression is in Phase 1 development while your table on
page 227 indicates it is currently in the "planning stage."

Please reconcile your disclosures or advise.
Stimulant Use Disorder Development Plan, page 219
2.Please revise the discussion of Filament's MAUD trial to clarify when the IND was
submitted and whether Filament or UCSF are the trial sponsor. To the extent UCSF is the
trial sponsor, please revise your table accordingly. Your disclosure in the table also
indicates that this trial will start in either Q4 2023 (the "Start" column) or Q1 2024 (the
"Purpose" column). Please reconcile your disclosure or advise. As needed, please make
similar edits to the Opioid Use Disorder table on page 220.
            Please contact Gary Newberry at 202-551-3761 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jonathan Deblinger, Esq.