SEC Comment Letter 0000000000-23-013379 to Cuprina Holdings (Cayman) LTD (CUPR)
Cuprina Holdings (Cayman) LTD
Date: Dec. 7, 2023 · CIK: 0001995704 · Accession: 0000000000-23-013379
AI Filing Summary & Sentiment
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United States securities and exchange commission logo December 7, 2023 David Quek Yong Qi Chief Executive Officer Cuprina Holdings (Cayman) Limited Blk 1090 Lower Delta Road #06-08 Singapore 169201 Re:Cuprina Holdings (Cayman) Limited Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted November 24, 2023 CIK No. 0001995704 Dear David Quek Yong Qi: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form F-1 Prospectus Summary Overview, page 3 1.We note your response to prior comment 2 and re-issue in part. Please revise here, as well as on pages 57 and 74, to clarify that you do not develop or produce your current cosmeceutical product offerings. Corporate History and Structure, page 7 2.We note your response to prior comment 5 and re-issue in part. Please revise this section of the Prospectus Summary to reflect your disclosures on pages 137 and F-21 that you owed US$2.1 million to your controlling shareholder as of December 31, 2022 and that the amounts owed are due on demand without an agreement.
FirstName LastNameDavid Quek Yong Qi Comapany NameCuprina Holdings (Cayman) Limited December 7, 2023 Page 2 FirstName LastNameDavid Quek Yong Qi Cuprina Holdings (Cayman) Limited December 7, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Key Components of Results of Operations Operating expenses, page 60 3.We note your response to prior comment 10. Please note that Rule 5-03(a)(4) of Regulation S-X indicates that selling, general & administrative expenses should be included as a line item on the Statement of Comprehensive Income. Please revise accordingly. You may continue to disclose the key components of these expenses, including payroll and employee benefits and depreciation and amortization that are not directly associated with your revenue generation, in your narrative discussion and analysis. Business Overseas Collaborations, page 91 4.Please revise your description of your agreement with New Future Medical Services Company to quantify any payments made to date, disclose any future payment obligations and describe how future revenues will be divided between you and New Future Medical Services Company. Research and Development, page 93 5.We note your response to prior comment 22. We further note your references to developing products through collaborations with "renowned research universities" elsewhere in the registration statement, including the Summary. However, it appears that your only disclosed collaboration with a university is with NTU. Please revise your disclosure accordingly or advise. Intellectual Property, page 102 6.We note your response to prior comment 28 and re-issue. Please revise to disclose for each material licensed patent and patent application the specific product(s) to which such patents or patent applications relate, the type of patent protection, the expiration dates and applicable jurisdictions. License, Permits, Registrations and Approvals, page 104 7.We note your table listing all material licenses and permits. Specifically, we note that the Manufacturer Dealer's License issued by Health Science Authority of Singapore expired on November 30, 2023. Please update the table to reflect the new expiration date, if renewed, or otherwise advise. Exhibits 8.We note that Exhibit 10.6 appears to contain redactions. Please revise your exhibit index to disclose that this exhibit contains redactions or advise.
FirstName LastNameDavid Quek Yong Qi Comapany NameCuprina Holdings (Cayman) Limited December 7, 2023 Page 3 FirstName LastName David Quek Yong Qi Cuprina Holdings (Cayman) Limited December 7, 2023 Page 3 Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Mathew Lewis, Esq.
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United States securities and exchange commission logo
December 7, 2023
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 24, 2023
CIK No. 0001995704
Dear David Quek Yong Qi:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 3
1.We note your response to prior comment 2 and re-issue in part. Please revise here, as well
as on pages 57 and 74, to clarify that you do not develop or produce your current
cosmeceutical product offerings.
Corporate History and Structure, page 7
2.We note your response to prior comment 5 and re-issue in part. Please revise this section
of the Prospectus Summary to reflect your disclosures on pages 137 and F-21 that you
owed US$2.1 million to your controlling shareholder as of December 31, 2022 and that
the amounts owed are due on demand without an agreement.
FirstName LastNameDavid Quek Yong Qi
Comapany NameCuprina Holdings (Cayman) Limited
December 7, 2023 Page 2
FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
December 7, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Results of Operations
Operating expenses, page 60
3.We note your response to prior comment 10. Please note that Rule 5-03(a)(4) of
Regulation S-X indicates that selling, general & administrative expenses should be
included as a line item on the Statement of Comprehensive Income. Please revise
accordingly. You may continue to disclose the key components of these expenses,
including payroll and employee benefits and depreciation and amortization that are not
directly associated with your revenue generation, in your narrative discussion and
analysis.
Business
Overseas Collaborations, page 91
4.Please revise your description of your agreement with New Future Medical Services
Company to quantify any payments made to date, disclose any future payment obligations
and describe how future revenues will be divided between you and New Future Medical
Services Company.
Research and Development, page 93
5.We note your response to prior comment 22. We further note your references to
developing products through collaborations with "renowned research universities"
elsewhere in the registration statement, including the Summary. However, it appears that
your only disclosed collaboration with a university is with NTU. Please revise your
disclosure accordingly or advise.
Intellectual Property, page 102
6.We note your response to prior comment 28 and re-issue. Please revise to disclose for
each material licensed patent and patent application the specific product(s) to which such
patents or patent applications relate, the type of patent protection, the expiration dates and
applicable jurisdictions.
License, Permits, Registrations and Approvals, page 104
7.We note your table listing all material licenses and permits. Specifically, we note that the
Manufacturer Dealer's License issued by Health Science Authority of Singapore expired
on November 30, 2023. Please update the table to reflect the new expiration date, if
renewed, or otherwise advise.
Exhibits
8.We note that Exhibit 10.6 appears to contain redactions. Please revise your exhibit
index to disclose that this exhibit contains redactions or advise.
FirstName LastNameDavid Quek Yong Qi
Comapany NameCuprina Holdings (Cayman) Limited
December 7, 2023 Page 3
FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
December 7, 2023
Page 3
Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mathew Lewis, Esq.