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Letter Text
GH Research PLC
CIK: 0001855129  ·  File(s): 333-295872  ·  Started: 2026-05-15  ·  Last active: 2026-05-15
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2026-05-15
GH Research PLC
Offering / Registration Process
File Nos in letter: 333-295872
↓
CR Company responded 2026-05-15
GH Research PLC
Offering / Registration Process
File Nos in letter: 333-295872
GH Research PLC
CIK: 0001855129  ·  File(s): 333-285310  ·  Started: 2025-03-03  ·  Last active: 2025-03-05
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2025-03-03
GH Research PLC
Regulatory Compliance Offering / Registration Process Financial Reporting
File Nos in letter: 333-285310
↓
CR Company responded 2025-03-05
GH Research PLC
Offering / Registration Process Regulatory Compliance Business Model Clarity
File Nos in letter: 333-285310
GH Research PLC
CIK: 0001855129  ·  File(s): 001-40530  ·  Started: 2023-06-09  ·  Last active: 2023-06-09
Awaiting Response 0 company response(s) High
UL SEC wrote to company 2023-06-09
GH Research PLC
Financial Reporting Regulatory Compliance Internal Controls
File Nos in letter: 001-40530
GH Research PLC
CIK: 0001855129  ·  File(s): 001-40530  ·  Started: 2023-05-25  ·  Last active: 2023-06-02
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2023-05-25
GH Research PLC
Financial Reporting Regulatory Compliance Internal Controls
File Nos in letter: 001-40530
↓
CR Company responded 2023-06-02
GH Research PLC
File Nos in letter: 001-40530
References: May 25, 2023
GH Research PLC
CIK: 0001855129  ·  File(s): 333-270418  ·  Started: 2023-03-14  ·  Last active: 2023-03-14
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2023-03-14
GH Research PLC
File Nos in letter: 333-270418
↓
CR Company responded 2023-03-14
GH Research PLC
File Nos in letter: 333-270418
Filing - Correspondence from GH Research PLC
CORRESP · 2023-03-14
Generating summary...
GH Research PLC
CIK: 0001855129  ·  File(s): 333-256796  ·  Started: 2021-06-18  ·  Last active: 2021-06-22
Response Received 3 company response(s) High - file number match
UL SEC wrote to company 2021-06-18
GH Research PLC
File Nos in letter: 333-256796
Filing - SEC Comment Letter to GH Research PLC
UPLOAD · 2021-06-18
Generating summary...
↓
CR Company responded 2021-06-21
GH Research PLC
File Nos in letter: 333-256796
References: June 17, 2021
Filing - Correspondence from GH Research PLC
CORRESP · 2021-06-21
Generating summary...
↓
CR Company responded 2021-06-22
GH Research PLC
File Nos in letter: 333-256796
Filing - Correspondence from GH Research PLC
CORRESP · 2021-06-22
Generating summary...
↓
CR Company responded 2021-06-22
GH Research PLC
File Nos in letter: 333-256796
Filing - Correspondence from GH Research PLC
CORRESP · 2021-06-22
Generating summary...
GH Research PLC
CIK: 0001855129  ·  File(s): N/A  ·  Started: 2021-05-18  ·  Last active: 2021-06-04
Response Received 1 company response(s) Medium - date proximity
UL SEC wrote to company 2021-05-18
GH Research PLC
Filing - SEC Comment Letter to GH Research PLC
UPLOAD · 2021-05-18
Generating summary...
↓
CR Company responded 2021-06-04
GH Research PLC
References: May 17, 2021
Filing - Correspondence from GH Research PLC
CORRESP · 2021-06-04
Generating summary...
DateTypeCompanyLocationFile NoLink
2026-05-15 SEC Comment Letter GH Research PLC Ireland 333-295872
Offering / Registration Process
Read Filing View
2026-05-15 Company Response GH Research PLC Ireland N/A
Offering / Registration Process
Read Filing View
2025-03-05 Company Response GH Research PLC Ireland N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2025-03-03 SEC Comment Letter GH Research PLC Ireland 333-285310
Regulatory Compliance Offering / Registration Process Financial Reporting
Read Filing View
2023-06-09 SEC Comment Letter GH Research PLC Ireland N/A
Financial Reporting Regulatory Compliance Internal Controls
Read Filing View
2023-06-02 Company Response GH Research PLC Ireland N/A Read Filing View
2023-05-25 SEC Comment Letter GH Research PLC Ireland N/A
Financial Reporting Regulatory Compliance Internal Controls
Read Filing View
2023-03-14 Company Response GH Research PLC Ireland N/A Read Filing View
2023-03-14 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
2021-06-22 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-22 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-21 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-18 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
2021-06-04 Company Response GH Research PLC Ireland N/A Read Filing View
2021-05-18 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2026-05-15 SEC Comment Letter GH Research PLC Ireland 333-295872
Offering / Registration Process
Read Filing View
2025-03-03 SEC Comment Letter GH Research PLC Ireland 333-285310
Regulatory Compliance Offering / Registration Process Financial Reporting
Read Filing View
2023-06-09 SEC Comment Letter GH Research PLC Ireland N/A
Financial Reporting Regulatory Compliance Internal Controls
Read Filing View
2023-05-25 SEC Comment Letter GH Research PLC Ireland N/A
Financial Reporting Regulatory Compliance Internal Controls
Read Filing View
2023-03-14 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
2021-06-18 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
2021-05-18 SEC Comment Letter GH Research PLC Ireland N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2026-05-15 Company Response GH Research PLC Ireland N/A
Offering / Registration Process
Read Filing View
2025-03-05 Company Response GH Research PLC Ireland N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2023-06-02 Company Response GH Research PLC Ireland N/A Read Filing View
2023-03-14 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-22 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-22 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-21 Company Response GH Research PLC Ireland N/A Read Filing View
2021-06-04 Company Response GH Research PLC Ireland N/A Read Filing View
2026-05-15 - UPLOAD - GH Research PLC File: 333-295872
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2026

Velichka Valcheva
Chief Executive Officer
GH Research PLC
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland

 Re: GH Research PLC
 Registration Statement on Form F-3
 Filed May 14, 2026
 File No. 333-295872
Dear Velichka Valcheva:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Jimmy McNamara at 202-551-7349 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Deanna Kirkpatrick
</TEXT>
</DOCUMENT>
2026-05-15 - CORRESP - GH Research PLC
CORRESP
 1
 filename1.htm

 May 15, 2026

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention: Jimmy McNamara

 Re:

 GH Research PLC
 Registration Statement on Form F-3
 Registration No. 333-295872

 Dear Mr. McNamara:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement
 on Form F-3 (File No. 333-295872) (the “ Registration Statement ”) of GH Research PLC. We respectfully request that the Registration Statement be declared
 effective as of 4:00 p.m., Eastern time, on May 19, 2026, or as soon as practicable thereafter.

 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling
 Yasin Keshvargar at (212) 450-4839 or Steven Glendon at (212) 450-4598.

 Thank you for your assistance in this matter.

 Sincerely,

 GH Research PLC

 By:

 /s/ Julie Ryan

 Name:

 Julie Ryan

 Title:

 Vice President, Finance
2025-03-05 - CORRESP - GH Research PLC
CORRESP
1
filename1.htm

    March 5, 2025

    VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory

    Re:
    GH Research PLC

Registration Statement on Form F-3

Registration No. 333-285310

Dear Mr. Drory:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-285310) (the “Registration
Statement”) of GH Research PLC. We respectfully request that the Registration Statement be declared effective as of 4:00 p.m.,
Eastern time, on March 7, 2025, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Yasin Keshvargar at (212) 450-4839 or Christian
Knoble at (212) 450-3226.

Thank you for your assistance in this matter.

Sincerely,

    GH Research PLC

    By:
    /s/ Julie Ryan

    Name:	Julie Ryan

    Title:	Vice President, Finance
2025-03-03 - UPLOAD - GH Research PLC File: 333-285310
March 3, 2025
Velichka Valcheva
Chief Executive Officer
GH Research PLC
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland
Re:GH Research PLC
Registration Statement on Form F-3
Filed February 27, 2025
File No. 333-285310
Dear Velichka Valcheva:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Yasin Keshvargar, Esq.
2023-06-09 - UPLOAD - GH Research PLC
United States securities and exchange commission logo
June 9, 2023
Julie Ryan
Vice President, Finance
GH Research PLC
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland
Re:GH Research PLC
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed March 9, 2023
File No. 001-40530
Dear Julie Ryan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2023-06-02 - CORRESP - GH Research PLC
Read Filing Source Filing Referenced dates: May 25, 2023
CORRESP
1
filename1.htm

                Yasin Keshvargar

                +1 212 450 4839

                yasin.keshvargar@davispolk.com

                Davis Polk & Wardwell llp

                450 Lexington Avenue

                  New York, NY 10017

                davispolk.com

              June 2, 2023

              Re:

              GH Research PLC

              Form 20-F for the Fiscal Year Ended December 31, 2022

              Filed March 9, 2023

              File No. 001-40530

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, N.E.

      Washington, D.C. 20549

                Attn:

                Gary Newberry

                Daniel Gordon

      Dear Mr. Newberry and Mr. Gordon:

      On behalf of our client, GH Research PLC (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities
        and Exchange Commission relating to the Company’s annual report on Form 20-F for the year ended December 31, 2022 contained in the Staff’s letter dated May 25, 2023.

      Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s responses to the comments.

      Form 20-F for the Fiscal Year Ended December 31, 2022

      Exhibits 13.1 and 13.2, page 157

            1.

              These exhibits refer to the annual report on Form 20-F for the year ended December 31, 2021. In a full amended filing, please provide corrected certifications pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002 that refer to the fiscal year ended December 31, 2022, along with currently dated certifications pursuant to Section 302 of the Act.

      Response: In response to the Staff’s comment, concurrently with this letter, the Company is filing Amendment No. 1 on Form 20-F/A, including new certifications pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002 as Exhibits 13.1 and 13.2 referring to the correct fiscal year ended December 31, 2022, along with currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      Consolidated statement of comprehensive income, page F-4

            2.

              In future filings, please present your loss per share to the nearest cent so as not to imply more precision than exists in this calculation.

      Response: In response to the Staff’s comment, the Company will present loss per share to the nearest cent in future filings.

                  U.S. Securities and Exchange Commission

      *          *          *

      Please do not hesitate to contact me at (212) 450-4839 or yasin.keshvargar@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional information.

      Sincerely,

                /s/ Yasin Keshvargar

                Yasin Keshvargar

                cc:

                Via E-mail

                Julie Ryan, Vice President, Finance, GH Research PLC

                Alisa Hayden, PricewaterhouseCoopers

                    June 2, 2023

              2
2023-05-25 - UPLOAD - GH Research PLC
United States securities and exchange commission logo
May 25, 2023
Julie Ryan
Vice President, Finance
GH Research PLC
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland
Re:GH Research PLC
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed March 9, 2023
File No. 001-40530
Dear Julie Ryan:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Exhibits 13.1 and 13.2, page 157
1.These exhibits refer to the annual report on Form 20-F for the year ended December 31,
2021.  In a full amended filing, please provide corrected certifications pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 that refer to the fiscal year ended December 31,
2022, along with currently dated certifications pursuant to Section 302 of the Act.
Consolidated statement of comprehensive income, page F-4
2.In future filings, please present your loss per share to the nearest cent so as not to imply
more precision than exists in this calculation.

 FirstName LastNameJulie Ryan
 Comapany NameGH Research PLC
 May 25, 2023 Page 2
 FirstName LastName
Julie Ryan
GH Research PLC
May 25, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Gary Newberry at (202) 551-3761 or Daniel Gordon, Senior Advisor, at
(202) 551-3486 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2023-03-14 - CORRESP - GH Research PLC
CORRESP
1
filename1.htm

March 14, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jason Drory

    Re:
    GH Research PLC

Registration Statement on Form F-3

Registration No. 333-270418

Dear Mr. Drory:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-270418) (the “Registration
Statement”) of GH Research PLC. We respectfully request that the Registration Statement be declared effective as of 4:30 p.m.,
Eastern time, on March 17, 2023, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Yasin Keshvargar at (212) 450-4839 or Christian
Knoble at (212) 450-3226.

Thank you for your assistance in this matter.

Sincerely,

    GH Research PLC

    By:
    /s/ Julie Ryan

    Name:
    Julie Ryan

    Title:
    Vice President, Finance
2023-03-14 - UPLOAD - GH Research PLC
United States securities and exchange commission logo
March 14, 2023
Theis Terwey
Chief Executive Officer
GH Research PLC
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland
Re:GH Research PLC
Registration Statement on Form F-3
Filed March 9, 2023
File No. 333-270418
Dear Theis Terwey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar
2021-06-22 - CORRESP - GH Research PLC
CORRESP
1
filename1.htm

    GH Research PLC

    28 Baggot Street Lower

    Dublin 2

    D02 NX43

    Ireland

    June 22, 2021

    Division of Corporation Finance

      U.S. Securities and Exchange Commission

    100 F Street, N.E.

      Washington, D.C. 20549-3628

    Attn: Mr. Jeffrey Kauten

              Re:

              GH Research PLC

              Registration Statement on Form F-1

                Registration No. 333-256796

    Dear Mr. Kauten:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
      p.m., Eastern Time on June 24, 2021 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

    Please do not hesitate to contact Deanna Kirkpatrick of Davis Polk & Wardwell LLP at (212) 450-4135 or Yasin Keshvargar of Davis Polk & Wardwell LLP at (212) 450-4839 with any questions or comments with respect to this letter.

     [Signature Page Follows]

    Sincerely,

            GH Research PLC

            By:

            /s/ Theis Terwey

            Name:

          Theis Terwey

            Title:

          Chief Executive Officer

    Via EDGAR

              CC:

              Deanna Kirkpatrick, Davis Polk & Wardwell LLP

              Yasin Keshvargar, Davis Polk & Wardwell LLP
2021-06-22 - CORRESP - GH Research PLC
CORRESP
1
filename1.htm

    June 22, 2021

    Office of Life Sciences

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            GH Research plc

            Registration Statement on Form F-1 (File No. 333-256796)

            Request for Acceleration

    Ladies and Gentlemen:

    Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 550 copies
      of the Preliminary Prospectus dated June 21, 2021 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above captioned Registration Statement.

    We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the
      Securities Exchange Act of 1934, as amended.

    We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on
      Thursday, June 24, 2021 or as soon thereafter as practicable.

    [Signature page follows]

    Very truly yours,

    Cowen and Company, LLC

    Stifel, Nicolaus & Company, Incorporated

    As representatives of the Underwriters

            By:

            Cowen and Company, LLC

            By:

            /s/ Bill Follis

            Name:

            Bill Follis

            Title:

            Managing Director

            By:

            Stifel, Nicolaus & Company, Incorporated

            By:

            /s/ Nathan Thompson

            Name:

            Nathan Thompson

            Title:

            Director

      [Signature Page to GH Research plc Acceleration Request]
2021-06-21 - CORRESP - GH Research PLC
Read Filing Source Filing Referenced dates: June 17, 2021
CORRESP
1
filename1.htm

            New York

            Northern California

            Washington DC

            São Paulo

            London

            Paris

            Madrid

            Tokyo

            Beijing

            Hong Kong

            Davis Polk & Wardwell LLP

            450 Lexington Avenue

            New York, NY 10017

            212 450 6095 tel

            212 450 6858 fax

    June 21, 2021

            Re:

            GH Research PLC

            Registration Statement on Form F-1

            Filed June 4, 2021

            File No. 333-256796

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Jenn Do, Staff Accountant

            Kevin Kuhar, Staff Accountant

            Jeffrey Kauten. Attorney-Advisor

            Mary Beth Breslin, Attorney-Advisor

    Ladies and Gentlemen:

    On behalf of our client, GH Research PLC (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
      “Commission”) in your letter dated June 17, 2021 (the “Comment Letter”). On June 4, 2021, the Company filed a Registration Statement on Form F-1 (the “Registration Statement”) relating to a proposed initial public offering (“IPO”) of the Company’s
      ordinary shares via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) to the Commission. The Company has revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this
      letter Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects these revisions and updates and clarifies certain other information.

    For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to the comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and
      captions in Amendment No. 1. We are also sending, under separate cover, a marked copy of Amendment No. 1 showing changes to the Registration Statement.

          2

            June 21, 2021

    Registration Statement on Form F-1

    Management’s Discussion and Analysis, page 109

          1.

            We note the revised disclosure presented in response to comment 9. For each period presented in your financial statements, please also revise to provide a breakdown of research and development expenses by the
              type or nature of expense.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 115 and 116 of Amendment No. 1 accordingly.

    * * *

    Please do not hesitate to contact Deanna L. Kirkpatrick at 212-450-4135 or deanna.kirkpatrick@davispolk.com or me at 212-450-4839 or yasin.keshvargar@davispolk.com if you have any questions regarding the foregoing or if we can provide any
      additional information.

    Very truly yours,

    /s/ Yasin Keshvargar

    Yasin Keshvargar

          cc:

            Theis Terwey, PD, Dr. Med., Chief Executive Officer, GH Research PLC
2021-06-18 - UPLOAD - GH Research PLC
United States securities and exchange commission logo
June 17, 2021
Theis Terwey, PD, Dr. Med.
Chief Executive Officer
GH Research PLC
28 Baggot Street Lower
Dublin 2
D02 NX43
Ireland
Re:GH Research PLC
Registration Statement on Form F-1
Filed June 4, 2021
File No. 333-256796
Dear Dr. Terwey:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Form F-1 filed June 4, 2021
Management's Discussion and Analysis, page 109
Results of Operations, page 114
1.We note the revised disclosure presented in response to comment 9. For each period
presented in your financial statements, please also revise to provide a breakdown of
research and development expenses by the type or nature of expense.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameTheis Terwey, PD, Dr. Med.
 Comapany NameGH Research PLC
 June 17, 2021 Page 2
 FirstName LastName
Theis Terwey, PD, Dr. Med.
GH Research PLC
June 17, 2021
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenn Do at 202-551-3743 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeffrey Kauten at 202-551-3447 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar, Esq.
2021-06-04 - CORRESP - GH Research PLC
Read Filing Source Filing Referenced dates: May 17, 2021
CORRESP
1
filename1.htm

            New York

            Northern California

            Washington DC

            São Paulo

            London

            Paris

            Madrid

            Tokyo

            Beijing

            Hong Kong

            Davis Polk & Wardwell LLP

            450 Lexington Avenue

            New York, NY 10017

            212 450 6095 tel

            212 450 6858 fax

    June 4, 2021

            Re:

            GH Research PLC

            Draft Registration Statement on Form F-1

            Submitted April 20, 2021

            CIK No. 0001855129

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

              Attn:

              Jenn Do, Staff Accountant

              Kevin Kuhar, Staff Accountant

              Jeffrey Kauten. Attorney-Advisor

              Mary Beth Breslin, Attorney-Advisor

    Ladies and Gentlemen:

    On behalf of our client, GH Research PLC (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the
      “Commission”) in your letter dated May 17, 2021 (the “Comment Letter”). On April 20, 2021, the Company confidentially submitted a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public
      offering (“IPO”) of the Company’s ordinary shares via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) to the Commission for confidential review pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).
      The Company has revised the Draft Registration Statement in response to the Staff’s comments and is submitting concurrently with this letter a revised Registration Statement on Form F-1 (the “Revised Registration Statement”), which reflects these
      revisions and updates and clarifies certain other information.

    For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and
      captions in the Revised Registration Statement. We are also sending, under separate cover, a marked copy of the Revised Registration Statement showing changes to the Draft Registration Statement.

            2

            June 4, 2021

    Draft Registration Statement on Form F-1

    Prospectus Summary, page 1

          1.

            Please disclose that your GH001 product candidate is delivered via inhalation of aerosols from a vaporization device produced by a third-party.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 1, 109 and 122 of the Revised Registration Statement accordingly.

    Our Pipeline, page 1

          2.

            Please revise the last two items under GH001 in your pipeline table to identify the indications or tell us why you believe these items are sufficiently material to warrant inclusion in the table despite not
              having identified an indication. The statement that you will plan to explore additional indications through collaborations with academic institutions and commercial contract research organizations, or CROs, where you appear not to have yet
              entered into any material collaborations, suggests that these are not currently material and do not warrant disclosure in the chart. Please also provide similar disclosure of the indication under GH002. We note that GH002 is in the
              preclinical stage and there is little discussion of GH002 in your submission separate from the discussion of GH001.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 1 and 124 of the Revised Registration Statement accordingly and has removed the pipeline table.

              3

              June 4, 2021

    5-MeO-DMT Mechanism of Action in Psychiatric and Neurological Disorders, page 2

          3.

            We note your statement here that the administration of your product candidates correlate with clinical improvement across various psychiatric and neurological disorders and your statement on page 130 that the
              SSG concluded that all single doses were safe to administer. Please revise this and all similar statements throughout your prospectus that state or imply that your product candidates are safe or effective as these determinations are solely
              within the authority of the FDA and comparable regulatory bodies.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure pages 2, 3, 133, 134 and 136 of the Revised Registration Statement accordingly.

    Our Market Opportunity, page 2

          4.

            Please disclose the source of your statement that there are “an estimated number of approximately 48 million MDD patients in the United States and Europe, of which about 50% receive treatment with
              pharmacotherapy or pharmacotherapy and psychotherapy, we estimate that there are approximately nine million TRD patients in the United States and Europe who would be candidates for treatment.”

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 1 and 127 of the Revised Registration Statement accordingly.

    Our 5-MeO-DMT Therapies: GH001 and GH002, page 3

          5.

            Please disclose the percentage of patients in your clinical trials that experienced at least one adverse drug reaction, the duration of your clinical trials and that your clinical trials were conducted in the
              Netherlands.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 4 and 137 of the Revised Registration Statement accordingly.

    Risk Factors

    We depend on third-party suppliers..., page 77

          6.

            Please identify the manufacturer that is the sole supplier of your vaporization device.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 22 and 78 of the Revised Registration Statement accordingly.

              4

              June 4, 2021

    Provisions of our Constitution could delay..., page 93

          7.

            Please revise your statement that a supermajority of the voting power is required to amend your constitution to clarify that such an amendment requires the approval of 75% of the voting power.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 94 of the Revised Registration Statement accordingly.

    Use of Proceeds, page 100

          8.

            Please revise your disclosure to indicate the portion of proceeds to be allocated to each product candidate. Please also disclose how far the funds from this offer and existing cash will allow you to proceed
              with the continued development of each of your product candidates with respect to each indication you are pursuing.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 9 and 101 of the Revised Registration Statement accordingly.

    Management's Discussion and Analysis, page 107

    Results of Operations, page 111

          9.

            Given your disclosure on page 112 that you expect research and development costs to "increase materially in the near future, consistent with our plan to advance our GH001 and GH002 product candidates through
              clinical development", please revise to disclose costs by product candidate as well as by the nature of expense for each period presented. To the extent that you do not track expenses by product candidate, please disclose as such.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 112 and 115 of the Revised Registration Statement accordingly.

          10.

            Please revise to disclose the extent to which any stock-based compensation has been awarded during 2021 and provide the fair market valuation of each award. Once you have an estimated offering price or range,
              please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and
              the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features. Please discuss with the staff how to submit your response.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 168 of the Revised Registration Statement accordingly. The Company respectfully advises the Staff that the only stock-based compensation that has been
      awarded during 2021 or for the periods for which the financial statements are included in the Revised Registration Statement are the 126,218 options which were awarded to Ms. Julie Ryan, the Company’s Group Finance Director on June 4, 2021, for which
      the fair market value of the ordinary shares underlying the options will be the midpoint of the estimated offering price for the Company’s proposed initial public offering. On this basis, the Company respectfully acknowledges the Staff’s comment and
      advises the Staff that it does not intend to submit a separate letter explaining how the Company determined the estimated fair value of its ordinary shares and the reasons for any differences between the recent valuation of the Company’s ordinary
      shares leading up to the Company’s initial public offering and the estimated offering prices.

              5

              June 4, 2021

    Business

    Economic and Societal Burden, page 118

          11.

            Please disclose the source of your statements in this section.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 127 and 128 of the Revised Registration Statement accordingly.

    Intellectual Property, page 134

          12.

            Please disclose the jurisdictions in which you have filed your patent applications and the specific products, product groups and technologies to which such patent applications relate. Also, briefly describe the
              agreements with third parties you refer to on page 71 under which you grant or are granted rights to intellectual property.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 72 and 140 of the Revised Registration Statement accordingly.

    Management

    Equity Incentive Plans, page 160

          13.

            Please file the 2021 equity incentive plan and the employment agreements with your executive officers as exhibits to your registration statement. Refer to Item 601(b)(10)(iii)(A) or advise.

    Response:

    The Company respectfully acknowledges the Staff’s comment and the Company intends to file the 2021 equity incentive plan in a subsequent filing.

    The Company respectfully submits to the Staff that, pursuant to Item 601(b)(10)(iii)(C)(5) of Regulation S-K and due to its status as a foreign private issuer, it does not believe that the employment agreements with its executive officers are
      required to be filed as exhibits to the Revised Registration Statement. In satisfaction of the above-mentioned criteria, the Company hereby represents that (i) it is in compliance with the disclosure requirements of Item 402(a)(1) of Regulation S-K,
      (ii) the public filing of the letter agreements with its executive officers is not otherwise required by the laws of Ireland, and (iii) the Company has not otherwise disclosed the letter agreements.

              6

              June 4, 2021

    Tax Considerations, page 193

          14.

            Please file the consent of Davis Polk & Wardwell LLP as an exhibit to your registration statement. For guidance, refer to Section III.A.2 of Staff Legal Bulletin No. 19.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 199 of the Revised Registration Statement accordingly. The reference to Davis Polk & Wardwell LLP has been removed, and accordingly, the Company
      respectfully submits to the Staff that it does not intend on filing the consent of Davis Polk & Wardwell LLP as it is no longer necessary.

    Underwriting, page 200

          15.

            Please disclose the exceptions to the lock-up agreements with your directors, officers and existing stockholders.

    Response:

    The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 208 to 210 of the Revised Registration Statement accordingly.

    General

          16.

            Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors
              in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

    Response:

    The Company respectfully acknowledges the Staff’s comment. The Company will provide the Staff with copies of all written communications, as defined in Rule 405 under the Securities Act, that the Company, or anyone authorized to do so on its
      behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

    * * *

    Please do not hesitate to contact Deanna L. Kirkpatrick at 212-450-4135 or deanna.kirkpatrick@davispolk.com or me at 212-450-4839 or yasin.keshvargar@davispolk.com if you have any questions regarding the foregoing or if we can provide any
      additional information.

    Very truly yours,

    /s/ Yasin Keshvargar

    Yasin Keshvargar

          cc:

            Theis Terwey, PD, Dr. Med., Chief Executive Officer, GH Research PLC
2021-05-18 - UPLOAD - GH Research PLC
United States securities and exchange commission logo
May 17, 2021
Theis Terwey, PD, Dr. Med.
Chief Executive Officer
GH Research PLC
28 Baggot Street Lower
Dublin 2
D02 NX43
Ireland
Re:GH Research PLC
Draft Registration Statement on Form F-1
Submitted April 20, 2021
CIK No. 0001855129
Dear Dr. Terwey:
            We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please disclose that your GH001 product candidate is delivered via inhalation of aerosols
from a vaporization device produced by a third-party.
Our Pipeline, page 1
2.Please revise the last two items under GH001 in your pipeline table to identify the
indications or tell us why you believe these items are sufficiently material to warrant
inclusion in the table despite not having identified an indication. The statement that you

 FirstName LastNameTheis Terwey, PD, Dr. Med.
 Comapany NameGH Research PLC
 May 17, 2021 Page 2
 FirstName LastNameTheis Terwey, PD, Dr. Med.
GH Research PLC
May 17, 2021
Page 2
will plan to explore additional indications through collaborations with academic
institutions and commercial contract research organizations, or CROs, where you appear
not to have yet entered into any material collaborations, suggests that these are not
currently material and do not warrant disclosure in the chart. Please also provide similar
disclosure of the indication under GH002. We note that GH002 is in the preclinical stage
and there is little discussion of GH002 in your submission separate from the discussion of
GH001.
5-MeO-DMT Mechanism of Action in Psychiatric and Neurological Disorders, page 2
3.We note your statement here that the administration of your product candidates correlate
with clinical improvement across various psychiatric and neurological disorders and your
statement on page 130 that the SSG concluded that all single doses were safe to
administer.  Please revise this and all similar statements throughout your prospectus that
state or imply that your product candidates are safe or effective as these determinations
are solely within the authority of the FDA and comparable regulatory bodies.
Our Market Opportunity, page 2
4.Please disclose the source of your statement that there are “an estimated number of
approximately 48 million MDD patients in the United States and Europe, of which about
50% receive treatment with pharmacotherapy or pharmacotherapy and psychotherapy, we
estimate that there are approximately nine million TRD patients in the United States and
Europe who would be candidates for treatment.”
Our 5-MeO-DMT Therapies: GH001 and GH002, page 3
5.Please disclose the percentage of patients in your clinical trials that experienced at least
one adverse drug reaction, the duration of your clinical trials and that your clinical trials
were conducted in the Netherlands.
Risk Factors
We depend on third-party suppliers..., page 77
6.Please identify the manufacturer that is the sole supplier of your vaporization device.
Provisions of our Constitution could delay..., page 93
7.Please revise your statement that a supermajority of the voting power is required to amend
your constitution to clarify that such an amendment requires the approval of 75% of the
voting power.
Use of Proceeds, page 100
8.Please revise your disclosure to indicate the portion of proceeds to be allocated to each
product candidate. Please also disclose how far the funds from this offer and existing cash
will allow you to proceed with the continued development of each of your product

 FirstName LastNameTheis Terwey, PD, Dr. Med.
 Comapany NameGH Research PLC
 May 17, 2021 Page 3
 FirstName LastName
Theis Terwey, PD, Dr. Med.
GH Research PLC
May 17, 2021
Page 3
candidates with respect to each indication you are pursuing.
Management's Discussion and Analysis, page 107
Results of Operations, page 111
9.Given your disclosure on page 112 that you expect research and development costs to
"increase materially in the near future, consistent with our plan to advance our GH001 and
GH002 product candidates through clinical development", please revise to disclose costs
by product candidate as well as by the nature of expense for each period presented. To the
extent that you do not track expenses by product candidate, please disclose as such.
10.Please revise to disclose the extent to which any stock-based compensation has been
awarded during 2021 and provide the fair market valuation of each award. Once you have
an estimated offering price or range, please explain to us how you determined the fair
value of the common stock underlying your equity issuances and the reasons for any
differences between the recent valuations of your common stock leading up to the initial
public offering and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features. Please discuss with the staff how to submit your response.
Business
Economic and Societal Burden, page 118
11.Please disclose the source of your statements in this section.
Intellectual Property, page 134
12.Please disclose the jurisdictions in which you have filed your patent applications and the
specific products, product groups and technologies to which such patent applications
relate.  Also, briefly describe the agreements with third parties you refer to on page 71
under which you grant or are granted rights to intellectual property.
Management
Equity Incentive Plans, page 160
13.Please file the 2021 equity incentive plan and the employment agreements with your
executive officers as exhibits to your registration statement.  Refer to Item
601(b)(10)(iii)(A) or advise.
Tax Considerations, page 193
14.Please file the consent of Davis Polk & Wardwell LLP as an exhibit to your registration
statement.  For guidance, refer to Section III.A.2 of Staff Legal Bulletin No. 19.

 FirstName LastNameTheis Terwey, PD, Dr. Med.
 Comapany NameGH Research PLC
 May 17, 2021 Page 4
 FirstName LastName
Theis Terwey, PD, Dr. Med.
GH Research PLC
May 17, 2021
Page 4
Underwriting, page 200
15.Please disclose the exceptions to the lock-up agreements with your directors, officers and
existing stockholders.
General
16.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Jenn Do at 202-551-3743 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jeffrey Kauten at 202-551-3447 or Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar, Esq.

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