Correspondence 0001193125-25-012760 from Metsera, Inc. (MTSR) (CIK 0002040807)
Metsera, Inc. (MTSR) (CIK 0002040807)
Date: Jan. 27, 2025 · CIK: 0002040807 · Accession: 0001193125-25-012760
AI Filing Summary & Sentiment
File numbers found in text: 333-284225
Referenced dates: January 21, 2025, November 22, 2024
Letter
200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com
FIRM / AFFILIATE OFFICES
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January 27, 2025
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VIA EDGAR AND ELECTRONIC MAIL
Madrid
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-6010
Attention: Jason Drory
Chris Edwards
Tracie Mariner
Lynn Dicker
Re: Metsera, Inc.
Registration Statement on Form S-1
Filed January 10, 2025
File No. 333-284225
To the addressees set forth above:
We are in receipt of the letter dated January 21, 2025 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1. We are responding to the Staff’s comments on behalf of Metsera, Inc. (“Metsera” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR Amendment No.1 to the Registration Statement on Form S-1 (“Amendment No. 1”) responding to the Staff’s comments and updating its disclosures in Amendment No. 1.
The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in Amendment No. 1. For ease of reference, we have set forth the Staff’s comment and the Company’s response below.
January 27, 2025
Page
Registration Statement on Form S-1
Use of Proceeds, page 91
1. We note your revised Use of Proceeds disclosure and reissue prior comment 18 from our letter dated November 22, 2024. Please further revise your Use of Proceeds section to state how far in the development process you estimate the proceeds from this offering will enable you to reach for both your MET-233i and MET-244o product candidates.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 91 of Amendment No. 1.
*********
January 27, 2025
Page
Any comments or questions regarding the foregoing should be directed to the undersigned at (714) 755-8051. Thank you in advance for your cooperation in connection with this matter.
Sincerely,
/s/ J. Ross McAloon
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CORRESP 1 filename1.htm CORRESP 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh January 27, 2025 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. VIA EDGAR AND ELECTRONIC MAIL Madrid Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 Attention: Jason Drory Chris Edwards Tracie Mariner Lynn Dicker Re: Metsera, Inc. Registration Statement on Form S-1 Filed January 10, 2025 File No. 333-284225 To the addressees set forth above: We are in receipt of the letter dated January 21, 2025 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1. We are responding to the Staff’s comments on behalf of Metsera, Inc. (“Metsera” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR Amendment No.1 to the Registration Statement on Form S-1 (“Amendment No. 1”) responding to the Staff’s comments and updating its disclosures in Amendment No. 1. The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in Amendment No. 1. For ease of reference, we have set forth the Staff’s comment and the Company’s response below. January 27, 2025 Page 2 Registration Statement on Form S-1 Use of Proceeds, page 91 1. We note your revised Use of Proceeds disclosure and reissue prior comment 18 from our letter dated November 22, 2024. Please further revise your Use of Proceeds section to state how far in the development process you estimate the proceeds from this offering will enable you to reach for both your MET-233i and MET-244o product candidates. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 91 of Amendment No. 1. ********* January 27, 2025 Page 3 Any comments or questions regarding the foregoing should be directed to the undersigned at (714) 755-8051. Thank you in advance for your cooperation in connection with this matter. Sincerely, /s/ J. Ross McAloon J. Ross McAloon of LATHAM & WATKINS LLP Enclosures cc: (via e-mail) Christopher Whitten Bernard, Chief Executive Officer, Metsera, Inc. Peter N. Handrinos, Latham & Watkins LLP B. Shayne Kennedy, Latham & Watkins LLP Rachael Bushey, Goodwin Procter LLP William D. Collins, Goodwin Procter LLP Adam V. Johnson, Goodwin Procter LLP