SecProbe.io

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 CORRESP

 VINCERX PHARMA, INC.
 1825 S. Grant Street San Mateo,
California 94402 March 31, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Alan Campbell
    Laura Crotty

   

 Re:

 Vincerx Pharma, Inc. - Registration Statement – Form S-3

 File No. 333-284478

 Request for Acceleration of Effectiveness
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vincerx Pharma, Inc. (the “Registrant”) hereby requests that
the above-referenced registration statement on Form S-3 (File No. 333-284478) (as amended by Amendment No. 1, the “Registration Statement”) be declared effective on April 2, 2025, at
4:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Gabriella A. Lombardi and Julie
Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or
withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event
with Gabriella A. Lombardi of Pillsbury Winthrop Shaw Pittman LLP, at (650) 233-4670, or in her absence, Julie Park of Pillsbury Winthrop Shaw Pittman LLP, at (650)
 233-4067. [ Signature Page Follows ]

 Sincerely,

 VINCERX PHARMA, INC.

 By:

 /s/ Raquel E. Izumi

 Raquel E. Izumi

 Acting Chief Executive Officer

 cc:
 Gabriella A. Lombardi, Pillsbury Winthrop Shaw Pittman LLP
 Julie Park, Pillsbury Winthrop Shaw Pittman LLP

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 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1114 | tel 650.233.4500 | fax 650.233.4545

Gabriella A. Lombardi

 tel
650.233.4670

 gabriella.lombardi@pillsburylaw.com

February 7, 2025

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE

Washington, DC 20549

Attention:
 Alan Campbell

 
 Laura Crotty

Re:
 Vincerx Pharma, Inc.

Registration Statement on Form S-3

Filed January 24, 2025

File No. 333-284478

Ladies and Gentlemen:

 On behalf of Vincerx Pharma, Inc. (the
“Company”), we respectfully submit this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as set forth in the Staff’s letter dated
January 30, 2025, with respect to the Company’s Registration Statement on Form S-3 filed on January 24, 2025 (File No. 333-284478) (the “Form S-3”).

 For the convenience of the Staff, the Staff’s comment is included and is followed by the response of
the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 February 7, 2025

 Page
 2

 Registration Statement on Form S-3

General

1.
 We note your Current Reports on Form 8-K filed on
December 27, 2024, and furnished on January 23, 2025, relating to the proposed business combination between your company and Oqory, Inc. Please provide us with your analysis of the application of each of Item
11(a) and Item 11(b) of Form S-3 in relation to the proposed business combination. In your analysis, please tell us whether the transaction is considered “probable” pursuant to Regulation S-X such that financial statements are required to be filed.

 Response: As previously
disclosed, the Company entered into a binding term sheet (as amended, the “Term Sheet”) with Oqory, Inc., a Delaware corporation (“Oqory”), and Vivasor, Inc., Oqory’s parent corporation, relating to a proposed business
combination between the Company and Oqory, which Term Sheet became effective on December 27, 2024.

 The Company respectfully advises the Staff that
it has determined, based on all available facts, that such business combination is not probable under Rule 3-05 of Regulation S-X as of the date of the Form S-3 filing and the date hereof, and therefore no further disclosure is required pursuant to Item 11(b) of Form S-3. The factors considered by the Company to determine
probability include the following:

1.
 Completion of due diligence by each party to its satisfaction is an essential condition that must be satisfied
before the parties will enter into an actual definitive business combination agreement (a “definitive agreement”). This includes the Company’s satisfactory review and analysis of Oqory’s intellectual property and cancer
patients’ CT and MRI clinical trial scans and data in selected clinical sites in the People’s Republic of China, which is ongoing as of the date hereof. The Company recently received access to such information from Oqory and is currently
in the process of completing its due diligence review and analysis. This diligence also includes negotiating and agreeing with the third party sponsoring these clinical trials to conduct joint global clinical trials should a business combination
move forward. If the results of such diligence are not satisfactory to the Company, the Term Sheet would be terminated before entering into a definitive agreement. It is standard practice for important diligence to be completed before a definitive
agreement is executed. As a result, until this diligence is satisfactorily completed, there is substantial uncertainty regarding the ability to satisfy this condition and enter into a definitive agreement.

2.
 The parties have not yet begun to negotiate, or execute, if at all, a definitive agreement. As of the date
hereof, the parties have not begun negotiating a definitive agreement, and either party can terminate the Term Sheet by delivering a written notice to the other party, in which event a definitive agreement will not be executed.

3.
 Obtaining commitments for a financing of equity interests in the Company in an amount equal to at least
$20.0 million is another essential condition to entering into a definitive agreement. The Company has not been able to raise this amount of capital in the current funding environment, and there can be no assurance that it will be able to do so.
As a result, there is substantial uncertainty regarding the ability to satisfy this condition and enter into a definitive agreement.

 February 7, 2025

 Page
 3

 In addition, pursuant to Item 11(a) of Form S-3 in relation to the
proposed business combination, the Company hereby confirms that all material changes to the Company’s business that have occurred since December 31, 2023 (the end of the latest fiscal year for which certified financial statements were
included in the latest annual report to security holders) have been described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Current Reports on Form 8-K
filed on December 27, 2024 and January 23, 2025.

 * * * * *

Please contact the undersigned at (650) 233-4670 or Julie Park at (650)
233-4067 with any questions regarding this matter. Thank you for your attention to this matter.

 Sincerely,

/s/ Gabriella A. Lombardi

 Gabriella A. Lombardi

cc:
 Raquel E. Izumi

Tom C. Thomas

 Julie Park,
Pillsbury Winthrop Shaw Pittman LLP

January 30, 2025
Raquel Izumi
Acting Chief Executive Officer
Vincerx Pharma, Inc.
1825 S. Grant Street
San Mateo, CA 94402
Re:Vincerx Pharma, Inc.
Registration Statement on Form S-3
Filed January 24, 2025
File No. 333-284478
Dear Raquel Izumi:
            We have conducted a limited review of 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 letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your Current Reports on Form 8-K filed on December 27, 2024, and
furnished on January 23, 2025, relating to the proposed business combination between
your company and Oqory, Inc. Please provide us with your analysis of the application
of each of Item 11(a) and Item 11(b) of Form S-3 in relation to the proposed business
combination. In your analysis, please tell us whether the transaction is considered
"probable" pursuant to Regulation S-X such that financial statements are required to
be filed.
            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.

January 30, 2025
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Julie Park

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 VINCERX PHARMA, INC.

260 Sheridan Avenue, Suite 400

Palo Alto, CA 94306

January 26, 2022

 VIA FACSIMILE AND
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Re:    Vincerx Pharma, Inc. - Registration Statement – Form S-3

 File No. 333-262239

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Vincerx Pharma, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on
Form S-3 (File No. 333-262239) (the “Registration Statement”) be declared effective on January 28, 2022, at 4:30 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared effective, please orally confirm that event with Gabriella A. Lombardi of Pillsbury
Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4670, or in her absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

Sincerely,

VINCERX PHARMA, INC.

By:

 /s/ Dr. Raquel E. Izumi

Dr. Raquel E. Izumi

President and Chief Operations Officer

 cc:    Tom C. Thomas

Gabriella A. Lombardi

 Julie Park

United States securities and exchange commission logo
January 25, 2022
Ahmed M. Hamdy
Chief Executive Officer
Vincerx Pharma, Inc.
260 Sheridan Avenue, Suite 400
Palo Alto, CA 94306
Re:Vincerx Pharma, Inc.
Registration Statement on Form S-3
Filed January 19, 2022
File No. 333-262239
Dear Dr. Hamdy:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gabriella Lombardi, Esq.

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 VINCERX PHARMA, INC.

260 Sheridan Avenue, Suite 400

Palo Alto, CA 94306

October 21, 2021

 VIA FACSIMILE AND EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Vincerx Pharma, Inc. - Registration Statement – Form S-1

 File No. 333-260246

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Vincerx Pharma, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on
Form S-1 (File No. 333-260246) (the “Registration Statement”) be declared effective on October 25, 2021, at 4:30 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared effective, please orally confirm that event with Gabriella A. Lombardi of Pillsbury
Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4670, or in her absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

Sincerely,

VINCERX PHARMA, INC.

By:

 /s/ Dr. Raquel E. Izumi

Dr. Raquel E. Izumi

President and Chief Operations Officer

cc:
 Tom C. Thomas

Gabriella A. Lombardi

United States securities and exchange commission logo
October 20, 2021
Tom C. Thomas, Esq.
General Counsel and Chief Legal Officer
Vincerx Pharma, Inc.
260 Sheridan Avenue, Suite 400
Palo Alto, CA 94306
Re:Vincerx Pharma, Inc.
Registration Statement on From S-1
Filed October 14, 2021
File No. 333-260246
Dear Mr. Thomas:
            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:       Gabriella Lombardi, Esq.

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 VINCERX PHARMA, INC.

260 Sheridan Avenue, Suite 400

Palo Alto, CA 94306

February 5, 2021

 VIA FACSIMILE AND
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Vincerx Pharma, Inc.—Registration Statement – Form S-1

 File No. 333-252589

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Vincerx Pharma, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S-1 (File No. 333-252589) (the “Registration Statement”) be declared effective on February 9, 2021, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Gabriella A. Lombardi and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on
its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Gabriella A. Lombardi of
Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4670, or in her absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

Sincerely,

VINCERX PHARMA, INC.

By:

/s/ Dr. Ahmed M. Hamdy

Dr. Ahmed M. Hamdy

Chief Executive Officer

 cc:   Tom C. Thomas

 Gabriella A. Lombardi

United States securities and exchange commission logo
February 4, 2021
Ahmed Hamdy
Chief Executive Officer
Vincerx Pharma, Inc.
260 Sheridan Avenue, Suite 400
Palo Alto, CA 94306
Re:Vincerx Pharma, Inc.
Registration Statement on Form S-1
Filed January 29, 2021
File No. 333-252589
Dear Dr. Hamdy:
            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 L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gabriella Lombardi, Esq.

United States securities and exchange commission logo
December 7, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 8, 2020
File No. 001-39244
Dear Mr. McDonald:
            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
cc:       Giovanni Caruso

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 LIFESCI ACQUISITION CORP.

250 W. 55th St., #3401

New York, NY 10019

December 3, 2020

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance,

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Ms. Abby Adams

Re:
 Re: LifeSci Acquisition Corp.

Revised Preliminary Proxy Statement on Schedule 14A

Filed November 27, 2020

File No. 001-39244

Dear Ms. Adams:

 LifeSci Acquisition Corp.
(the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated December 3, 2020, regarding the Company’s Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) previously filed with the Commission on
November 27, 2020. For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Revised Preliminary Proxy Statement on Schedule 14A filed November 27, 2020

Q: Do any of LSAC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?, page 9

1.
 With reference to prior comment 2, we note your disclosures on page 92 indicating that Chardan served as
financial advisor to LSAC during the merger negotiations. Please revise to explain what, if any, compensation was or is payable to Chardan for rendering these or other services.

RESPONSE: For the Staff’s information, no compensation was or is payable to Chardan for serving as financial advisor to the Company in
connection with the merger or in connection with any other services provided to the Company, other than the underwriting discount (including the deferred underwriting discount) payable to Chardan in connection with the Company’s IPO. We will
accordingly add this disclosure to the Definitive Proxy Statement to be filed with the Commission under “Q: Do any of LSAC’s directors or officers have interests that may conflict with my interests with respect to the Business
Combination?”.

 1

 We thank the Staff in advance for its review of the foregoing. If you have further comments,
we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com by telephone at (212) 407-4923.

Very truly yours,

 /s/ Andrew McDonald

 Andrew McDonald

 Chief Executive
Officer

 2

United States securities and exchange commission logo
December 3, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 27, 2020
File No. 001-39244
Dear Mr. McDonald:
            We have reviewed your filing and have the following comment.  If you do not believe
our comment applies to your facts and circumstances, please tell us why in your response.  After
reviewing your response, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed November 27, 2020
Q: Do any of LSAC’s directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 9
1.With reference to prior comment 2, we note your disclosures on page 92 indicating that
Chardan served as financial advisor to LSAC during the merger negotiations.  Please
revise to explain what, if any, compensation was or is payable to Chardan for rendering
these or other services.
            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 Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-
6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso

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CORRESP

 LIFESCI ACQUISITION CORP.

250 W. 55th St., #3401

New York, NY 10019

November 27, 2020

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance,

 Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention:
Ms. Abby Adams

Re:
 Re: LifeSci Acquisition Corp.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed November 10, 2020

 File No. 001-39244

Dear Ms. Adams:

 LifeSci Acquisition Corp.
(the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated November 25, 2020, regarding the Company’s Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) previously filed with the Commission on
November 10, 2020.

 For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed
each comment with the Company’s response. Changes to the Proxy Statement based on the Staff’s comments are reflected in a further revised Proxy Statement (the “Amended Proxy Statement”) which is being submitted to the
Commission concurrently with the submission of this letter.

 Revised Preliminary Proxy Statement on Schedule 14A filed November 10, 2020

 Summary Term Sheet, page 1

1.
 We note the added disclosure in response to comment 1. Revise the third bullet point describing Vincera
Pharma to clarify, if true, that Vincera would become a “clinical-stage biopharmaceutical company” if and when the merger is completed and the Bayer license is effective.

RESPONSE: We have revised the third bullet point on page 1 of the Amended Proxy Statement describing Vincera Pharma to clarify that Vincera
Pharma would become a “clinical-stage biopharmaceutical company” if and when the Merger is completed and the Bayer license is effective. We have also made corresponding changes to pages 16, 122 and 140 of the Amended Proxy Statement.

 1

 Q: Do any of LSAC’s directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 9

2.
 Please revise this question and answer to highlight, without limitation, Mr. Grossman’s
affiliation with LifeSci Investments, Rosedale Park and Chardan, and to discuss all financial interests that will accrue to these entities in the event the Business Combination is consummated. In this regard, we note the disclosures on pages 11 and
13 indicate that Chardan will be eligible to receive deferred underwriting discounts and/or commissions. Please also tell us whether the Sponsor or any affiliates have ownership or financial interests in Vincera.

RESPONSE: We have revised this question and answer on page 9 of the Amended Proxy Statement to disclose, without limitation,
Mr. Grossman’s affiliation with LifeSci Investments, Rosedale Park and Chardan, as well as all financial interests that will accrue to these entities in the event the Business Combination is consummated. We have also disclosed that neither
the Sponsor nor any of its affiliates have ownership or financial interests in Vincera Pharma.

 Background of the Business Section, page 89

3.
 With reference to the May 7 entry, please revise to identify the individuals affiliated with LSAC who
made the introduction.

 RESPONSE: We have revised the disclosure on page 91 of the Amended Proxy Statement to
identify the individual affiliated with LSAC who made the introduction.

 Other Agreements, page 108

4.
 We refer to prior comment 11. Please revise the disclosure in this subsection to describe briefly the
termination provisions and remedies of the voting agreement. Please also revise to explain briefly what incentive(s), if any, were provided to the holders to enter into the agreement.

RESPONSE: We have revised the disclosure on page 108 of the Amended Proxy Statement to describe the termination provisions and remedies of the
voting agreement. We have also disclosed on page 108 of the Amended Proxy Statement that no incentives were provided to the holders to enter into the voting agreements.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 134

5.
 Please remove the line items for In-process research and
development, Goodwill and Deferred income taxes payable as they all have a zero balance.

 RESPONSE: We have removed
the line items for In-process research and development, Goodwill and Deferred income taxes payable on page 134 of the Amended Proxy Statement in accordance with the Staff’s comment.

 2

6.
 It appears that the retained earnings of LSAC are carried over in the pro forma balance sheet and that the
retained earnings of Vincera Pharma have been eliminated. Considering your revised disclosure that LSAC has been treated as the acquired company, explain to us how this is appropriate and revise as necessary. Include your consideration of ASC 80540-45-2 as to why you did not include an adjustment to eliminate the historical retained earnings of LSAC.

RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has reviewed the revised earnings
treatment for LSAC and Vincera Pharma, and has adjusted the pro forma balance sheet to eliminate accumulated deficit of LSAC rather than Vincera Pharma. These changes have been made on pages 80 and 134 of the Amended Proxy Statement.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 137

7.
 Please revise the disclosure to clarify that LSAC’s unaudited balance sheet as of September 30,
2020 and the related notes are included elsewhere in the proxy statement rather than incorporated by reference.

RESPONSE: We have revised the disclosure on page 137 of the Amended Proxy Statement to clarify that LSAC’s unaudited balance sheet as of
September 30, 2020 and the related notes are included elsewhere in the Amended Proxy Statement.

 Clinical Trial, page 146

8.
 We note your revised disclosures in response to prior comment 17. Please revise to disclose all serious
adverse events and not just the most common ones.

 RESPONSE: We have revised the disclosure on page 147 of the
Amended Proxy Statement to disclose each serious adverse event in accordance with the Staff’s comment.

9.
 We reissue comment 18 to the extent that you have not briefly explained neutropenia, other than to say it is
an on-target effect.

 RESPONSE: We have revised the disclosure on page 150
of the Amended Proxy Statement to expand the description of neutropenia in accordance with the Staff’s comment.

 General

10.
 With reference to your disclosure on page 3, please revise the proxy card to indicate that consummation of
the Business Combination is conditioned upon approval of all of the Proposals, including, as applicable, the five separate voting items contained under the Proposal No. 2 heading.

 3

 RESPONSE: We have revised the proxy card to indicate that consummation of the Business
Combination is conditioned upon approval of each of the Proposals, including each of the sub-proposals under Proposal No. 2. We have also made a corresponding clarification change to page 3 of the Amended
Proxy Statement.

 We thank the Staff in advance for its review of the foregoing and the Amended Proxy Statement. If you have further
comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com by telephone at (212) 407-4923.

Very truly yours,

 /s/ Andrew McDonald

 Andrew McDonald

 Chief Executive
Officer

 4

United States securities and exchange commission logo
November 25, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 10, 2020
File No. 001-39244
Dear Mr. McDonald:
            We have reviewed your filing 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.
Revised Preliminary Proxy Statement on Schedule 14A filed November 10, 2020
Summary Term Sheet, page 1
1.We note the added disclosure in response to comment 1.  Revise the third bullet point
describing Vincera Pharma to clarify, if true, that Vincera would become a "clinical-stage
biopharmaceutical company" if and when the merger is completed and the Bayer license
is effective.
Q: Do any of LSAC’s directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 9
2.Please revise this question and answer to highlight, without limitation, Mr. Grossman's
affiliation with LifeSci Investments, Rosedale Park and Chardan, and to discuss all
financial interests that will accrue to these entities in the event the Business Combination
is consummated.  In this regard, we note the disclosures on pages 11 and 13 indicate that
Chardan will be eligible to receive deferred underwriting discounts and/or commissions.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 25, 2020 Page 2
 FirstName LastNameAndrew McDonald
LifeSci Acquisition Corp.
November 25, 2020
Page 2
Please also tell us whether the Sponsor or any affiliates have ownership or financial
interests in Vincera.
Background of the Business Section, page 89
3.With reference to the May 7 entry, please revise to identify the individuals affiliated with
LSAC who made the introduction.
Other Agreements, page 108
4.We refer to prior comment 11.  Please revise the disclosure in this subsection to describe
briefly the termination provisions and remedies of the voting agreement.  Please also
revise to explain briefly what incentive(s), if any, were provided to the holders to enter
into the agreement.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 134
5.Please remove the line items for In-process research and development, Goodwill and
Deferred income taxes payable as they all have a zero balance.
6.It appears that the retained earnings of LSAC are carried over in the pro forma balance
sheet and that the retained earnings of Vincera Pharma have been eliminated. Considering
your revised disclosure that LSAC has been treated as the acquired company, explain to us
how this is appropriate and revise as necessary. Include your consideration of ASC 805-
40-45-2 as to why you did not include an adjustment to eliminate the historical retained
earnings of LSAC.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 137
7.Please revise the disclosure to clarify that LSAC's unaudited balance sheet as of
September 30, 2020 and the related notes are included elsewhere in the proxy statement
rather than incorporated by reference.
Clinical Trial, page 146
8.We note your revised disclosures in response to prior comment 17.  Please revise to
disclose all serious adverse events and not just the most common ones.
9.We reissue comment 18 to the extent that you have not briefly explained neurtopenia,
other than to say it is an on-target effect.
General
10.With reference to your disclosure on page 3, please revise the proxy card to indicate that
consummation of the Business Combination is conditioned upon approval of all of the
Proposals, including, as applicable, the five separate voting items contained under the
Proposal No. 2 heading.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 25, 2020 Page 3
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
November 25, 2020
Page 3
            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 Vanessa Robertson at (202) 551-3649 or Al Pavot at (202) 551-3738 if
you have questions regarding comments on the financial statements and related matters. Please
contact Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 LIFESCI ACQUISITION CORP.

250 W. 55th St., #3401

New York, NY 10019

November 10, 2020

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance,

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Ms. Abby Adams

Re:

 Re: LifeSci Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

 Filed
October 8, 2020

 File No. 001-39244

 Dear Ms. Adams:

LifeSci Acquisition Corp. (the “Company”, “we”, “us” or “our”) hereby
transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 5, 2020, regarding the Company’s
Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) previously filed with the Commission on October 8, 2020.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response. Changes to the Proxy Statement based on the Staff’s comments are reflected in an Amendment to the Proxy Statement (the “Amended Proxy Statement”) which is being submitted to the Commission concurrently
with the submission of this letter.

 Preliminary Proxy Statement on Schedule 14A

Summary of the Proxy Statement, page 11

1.    Revise to provide a summary term sheet on the first or second page of the proxy statement as required by Item
14(b)(1) of Schedule 14A. Refer to Item 1001 of Regulation M-A.

 RESPONSE: We have provided a
summary term sheet on pages 1 through 4 of the Amended Proxy Statement as required by Item 14(b)(1) of Schedule 14A.

2.    Please revise the Summary to remove the description of Vincera Pharma’s product candidates as being “best-in-class” or “first-in-class,” because the term suggests that the
products are effective and likely to be approved by the FDA. Alternatively, revise the disclosure to provide appropriate context to these claims and to provide balance to the Summary presentation.

RESPONSE: We have revised the Summary on page 16 of the Amended Proxy Statement to remove the description of Vincera Pharma’s product
candidates as being “best-in-class” or “first-in-class. We have made
corresponding changes to the Vincera Pharma’s Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vincera Pharma sections on pages 33, 122, 140 and 152 of the Amended Proxy Statement.

 1

 3.    Revise the disclosure on page 5 to identify which director is
affiliated with Rosedale Park.

 RESPONSE: We have revised the disclosure on page 9 of the Amended Proxy Statement to identify Jonas
Grossman as the director affiliated with Rosedale Park.

 Risk Factors, page 25

4.    Please revise the disclosure on pages 25-26 to explain the term and
termination provisions of the Bayer license.

 RESPONSE: We have revised the disclosure on page 31 of the Amended Proxy Statement to
explain the term and termination provisions of the Bayer license.

 Special Note Regarding Forward-Looking Statements, page 72

5.    On page 73 you state that shareholders “should not rely on these forward-looking statements” and
“neither LSAC nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements.” Please revise to remove these statements disclaiming responsibility for your disclosures.

RESPONSE: We have revised the disclosure on page 79 of the Amended Proxy Statement to remove such statements.

Proposal No. 1—The Business Combination Proposal, page 83

6.    Please provide us your analysis regarding the availability of the exemption in Section 4(a)(2) for the
issuance of LSAC Shares to the Sellers.

 RESPONSE: Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Act”), exempts from registration “transactions by an issuer not involving any public offering.” This determination of whether a transaction constitutes a “private placement” is a fact-specific analysis based on a
variety of factors, including the following: (i) the number of offerees and their relationship to each other and to the issuer; (ii) the number of securities offered and the size of the offering; (iii) the manner of the offering;
(iv) the sophistication and experience of the offerees; (v) the nature and kind of information provided to offerees; and (vi) restrictions on transfer.

(i) Number of offerees and their relationship to each other and to the issuer: Although the number of offerees is not an exclusive means
of determining the availability of Section 4(a)(2), there are six Sellers receiving LSAC shares pursuant to the merger agreement, three of whom will be executive officers and/or directors of the combined company. The limited number of Sellers
and their pre-existing relationship to each other supports the validity of the private placement exemption relied upon by the Company.

(ii) Number of securities offered and the size of the offering: The number of securities being offered (5,500,000 shares) and the size
of the offering ($55,000,000) are not significant enough, in light of the other facts included in this analysis, for this offering to be deemed a public offering.

(iii) Manner of the offering: The offering was made through an introduction to the management team of Vincera by an affiliate of the
Company. The offering did not include any general advertising or general solicitation.

 (iv) Sophistication and experience of the
offerees: Each of the Sellers is an “accredited investor” as defined under the Act and a “sophisticated investor” who has the knowledge and experience in finance and business matters to be able to evaluate the risks and
merits of the investment in the LSAC Shares. As mentioned above, three of the Sellers will be executive officers and/or directors of the combined company.

(v) Nature and kind of information provided to offerees: The Sellers had reasonable access to the executive officers and directors of
the Company and since the Company is required to file reports

 2

under the Securities Exchange Act of 1934, as amended, each of the Sellers had access to all of the business and financial information contained in the Company’s filings made with the
Commission, including the Company’s most recent Annual Report on Form 10-K filed on September 23, 2020, prior to the signing of the merger agreement. In addition, the Sellers participated in, or had
access to information regarding, the discussions and negotiations relating to the merger agreement.

 (vi) Restrictions on transfer:
The LSAC Shares to be issued to the Sellers will contain restrictive legends and may not be resold except pursuant to an effective registration statement under the Securities Act or an exemption contained thereunder, such as Rule 144. In
addition, each of the Sellers has agreed to enter into a six-month lock-up agreement at the closing of the Business Combination with respect to the LSAC Shares.

Based on the facts set forth above, we believe the offering of the LSAC Shares to the Sellers is a valid private placement under
Section 4(a)(2) of the Securities Act.

 7.    Please substantially revise your disclosures in this section to
provide additional information with respect to specific issues discussed during the negotiations between LSAC and various candidates. For example, disclose the extent to which any other candidates were discussed at the September 11 and 17th Board meetings, and clarify when you ceased conversations with Candidates One and Two. We note that, with respect to Candidate One, you disclose that “as conversations with Vincera advanced in
May 2020, the frequency of interaction with Candidate One decreased and no further substantive discussions regarding a merger with LSAC took place;” however, when discussing Candidate Three, you disclose a conference call with Candidate Three
on May 27, 2020 and state that “discussions with Vincera accelerated shortly thereafter.” As it does not appear that your Vincera conversations diminished your interactions with Candidate Three until after May 27, 2020, clarify
any other reasons the discussions with Candidate One trailed off and ended in May, including the date of your final interaction.

RESPONSE: We have substantially revised the disclosure on pages 91 and 93 of the Amended Proxy Statement to provide additional information with
respect to specific issues discussed during the negotiations between the Company and various candidates in accordance with the Staff’s comment.

8.    Substantially revise your background section to provide details regarding the negotiations that led to the
finalization of the key terms of the proposed business combination with Vincera. For example, it is not clear how the parties determined the type and amount of consideration or that certain of the consideration should be in the form of earnout
shares. Also expand your discussion of the merger agreement to identify the material terms negotiated and discuss how the issues were resolved, including changes in any terms favorable to LSAC’s management and affiliates as compared to the LSAC
public stockholders.

 RESPONSE: We have substantially revised the background section on pages 91 through 93 of the Amended Proxy
Statement to provide details regarding the negotiations that led to the finalization of the key terms of the proposed business combination with Vincera. For the Staff’s information, all of the material terms of the merger agreement were
negotiated in connection with the letter of intent entered into by the parties on July 16, 2020. The revisions to the background section in response to this comment include a discussion of these material terms and how they were resolved by the
parties. We do not believe any of these changes resulted in terms favorable to LSAC’s management and affiliates as compared to the LSAC public stockholders.

9.    Expand the disclosure to further explain the material assumptions on which you based your financial analysis, and
to further describe the criteria used to select the referenced companies.

 RESPONSE: We have expanded the disclosure on pages 96
through 100 of the Amended Proxy Statement to further explain the material assumptions on which we based our financial analysis, and to further describe the criteria used to select the referenced companies.

 3

 LSAC’s Board’s Reasons for the Approval of the Business Combination, page 87

10.    With reference to page 14 of your IPO prospectus, please tell us, and revise, as applicable, to indicate whether
the board determined that at the time of agreement the transaction satisfied the 80% test.

 RESPONSE: LSAC’s board of directors
determined that at the time the merger agreement was entered into, Vincera had a fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust
Account). We have revised the disclosure on page 95 of the Amended Proxy Statement accordingly.

 Other Agreements, page 100

11.    Please revise to disclose the material terms of your voting agreement(s) with the public holders of 3,945,350
LSAC Shares and include the agreements) as an Annex to the proxy. Also revise the Background section to indicate when the agreement(s) were negotiated and executed.

RESPONSE: We have revised page 108 of the Amended Proxy Statement to disclose the material terms of our voting agreements and included the form
of voting agreement as Annex D to the Amended Proxy Statement. We also have revised the Background section on page 93 of the Amended Proxy Statement to indicate when the voting agreements were negotiated and executed.

Proposal No. 2—The Charter Amendment Proposal, page 101

12.    Revise this section to clarify that shareholders are voting on these provisions individually, as provided on the
form of proxy card.

 RESPONSE: We have revised pages 109 and 112 of the Amended Proxy Statement to clarify that stockholders are voting
on these provisions individually, as provided on the form of proxy card.

 13.    Revise the Choice of Forum
discussion, here, on page 202, and in the comparative charts to agree. In the chart, you say that the federal district courts generally are the sole and exclusive forum for Exchange Act claims, and that the Delaware Court of Chancery and District
Court for the District of Delaware have sole and exclusive forum for Securities Act claims. In the discussion here and on page 202, however, you state that federal district courts (not limited to Delaware) are the exclusive forum for both Securities
Act and Exchange Act claims. Also revise item (i) in the discussion to clarify that it does not apply to Securities Act or Exchange Act claims. In addition, we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Revise the discussion of this proposal to disclose that there is uncertainty as to whether a
court would enforce the provision vesting the Delaware Court of Chancery and the District Court for the District of Delaware with exclusive forum and that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.

 RESPONSE: We have revised the Choice of Forum disclosures for the proposed Amended Charter on pages 109, 110
and 112 of the Amended Proxy Statement in accordance with the Staff’s comment and for clarity. We have also revised the exclusive forum selection discussion on page 213 of the Amended Proxy Statement to clarify that it applies to the Amended
Charter of the combined company following the Business Combination.

 4

 Unaudited Pro Forma Condensed Combined Financial Information, page 123

14.    You disclose that the transaction is being accounted for as a business combination using the acquisition method
with LSAC as the accounting acquirer in accordance with ASC 805, Business Combinations. Please provide us with a more detailed analysis of how you determined that LSAC is the accounting acquirer. Describe in greater detail how you considered each of
the factors in ASC 805-10-55-11 through 55-14.

RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has reconsidered the provisions of ASC
805 and other pertinent accounting guidance in concluding that Vincera is the accounting acquirer rather than LSAC, and has revised the disclosures on pages 24, 27 and 137 of the Amended Proxy Statement accordingly.

ASC 805 provides that in a business combination involving the exchange of equity interests, all pertinent facts and circumstances should be
considered. Under ASC 805, control is defined as a controlling financial interest within the meaning of ASC 810-10-15-8. Although we estimate that existing LSAC
stockholders, which include the existing public stockholders and the LSAC’s initial stockholders, will collectively hold more than 50% of the outstanding equity of the combined company, we do not deem this as determinative. In particular,
LSAC’s initial stockholders will together hold less than 14% of the outstanding equity interests of the combined company, and the remaining existing LSAC public stockholders are a disparate group of investors. Because the guidance does not
clearly indicate which of the combining entities would obtain a controlling financial interest, we considered the factors in paragraphs
805-10-55-11 through 55-15 in making the determination of the accounting acquirer. As per
ASC 805-10-55-11, we considered that LSAC, as legal acquirer, will transfer equity to the stockholders of Vincera, the legal
acquiree, for the purchase of equity interests in Vincera.

 For the purposes of ASC 805-10-55-12, LSAC is the issuer of the equity interests, and in a business combination effected primarily by exchanging equit

United States securities and exchange commission logo
November 5, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 8, 2020
File No. 001-39244
Dear Mr. McDonald:
            We have reviewed your filing 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.
Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement, page 11
1.Revise to provide a summary term sheet on the first or second page of the proxy statement
as required by Item 14(b)(1) of Schedule 14A.  Refer to Item 1001 of Regulation M-A.
2.Please revise the Summary to remove the description of Vincera Pharma’s product
candidates as being “best-in-class” or "first-in-class," because the term suggests that the
products are effective and likely to be approved by the FDA.  Alternatively, revise the
disclosure to provide appropriate context to these claims and to provide balance to the
Summary presentation.
3.Revise the disclosure on page 5 to identify which director is affiliated with Rosedale Park.
Risk Factors, page 25
4.Please revise the disclosure on pages 25-26 to explain the term and termination provisions

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 5, 2020 Page 2
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 2
of the Bayer license.
Special Note Regarding Forward-Looking Statements, page 72
5.On page 73 you state that shareholders “should not rely on these forward-looking
statements” and “neither LSAC nor any other person assumes responsibility for the
accuracy or completeness of any of these forward-looking statements.”  Please revise to
remove these statements disclaiming responsibility for your disclosures.
Proposal No. 1—The Business Combination Proposal, page 83
6.Please provide us your analysis regarding the availability of the exemption in Section
4(a)(2) for the issuance of LSAC Shares to the Sellers.
7.Please substantially revise your disclosures in this section to provide additional
information with respect to specific issues discussed during the negotiations between
LSAC and various candidates.  For example, disclose the extent to which any other
candidates were discussed at the September 11 and 17th Board meetings, and clarify when
you ceased conversations with Candidates One and Two.  We note that, with respect to
Candidate One, you disclose that “as conversations with Vincera advanced in May 2020,
the frequency of interaction with Candidate One decreased and no further substantive
discussions regarding a merger with LSAC took place;” however, when discussing
Candidate Three, you disclose a conference call with Candidate Three on May 27, 2020
and state that “discussions with Vincera accelerated shortly thereafter.”  As it does not
appear that your Vincera conversations diminished your interactions with Candidate Three
until after May 27, 2020, clarify any other reasons the discussions with Candidate One
trailed off and ended in May, including the date of your final interaction.
8.Substantially revise your background section to provide details regarding the negotiations
that led to the finalization of the key terms of the proposed business combination with
Vincera.  For example, it is not clear how the parties determined the type and amount of
consideration or that certain of the consideration should be in the form of earnout shares.
Also expand your discussion of the merger agreement to identify the material terms
negotiated and discuss how the issues were resolved, including changes in any terms
favorable to LSAC’s management and affiliates as compared to the public shareholders.
9.Expand the disclosure to further explain the material assumptions on which you based
your financial analysis, and to further describe the criteria used to select the referenced
companies.
LSAC’s Board’s Reasons for the Approval of the Business Combination, page 87
10.With reference to page 14 of your IPO prospectus, please tell us, and revise, as applicable,
to indicate whether the board determined that at the time of agreement the transaction
satisfied the 80% test.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 5, 2020 Page 3
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 3
Other Agreements, page 100
11.Please revise to disclose the material terms of your voting agreement(s) with the
public holders of 3,945,350 LSAC Shares and include the agreement(s) as an Annex to the
proxy.  Also revise the Background section to indicate when the agreement(s) were
negotiated and executed.
Proposal No. 2 – The Charter Amendment Proposal, page 101
12.Revise this section to clarify that shareholders are voting on these provisions individually,
as provided on the form of proxy card.

13.Revise the Choice of Forum discussion, here, on page 202, and in the comparative charts
to agree.  In the chart, you say that the federal district courts generally are the sole and
exclusive forum for Exchange Act claims, and that the Delaware Court of Chancery and
District Court for the District of Delaware have sole and exclusive forum for Securities
Act claims.  In the discussion here and on page 202, however, you state that federal
district courts (not limited to Delaware) are the exclusive forum for both Securities Act
and Exchange Act claims.  Also revise item (i) in the discussion to clarify that it does not
apply to Securities Act or Exchange Act claims.  In addition, we note that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  Revise the discussion of this proposal to disclose that there is
uncertainty as to whether a court would enforce the provision vesting the Delaware Court
of Chancery and the District Court for the District of Delaware with exclusive forum and
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
Unaudited Pro Forma Condensed Combined Financial Information, page 123
14.You disclose that the transaction is being accounted for as a business combination using
the acquisition method with LSAC as the accounting acquirer in accordance with ASC
805, Business Combinations. Please provide us with a more detailed analysis of how you
determined that LSAC is the accounting acquirer. Describe in greater detail how you
considered each of the factors in ASC 805-10-55-11 through 55-14.
Vincera's Business
Overview, page 132
15.Revise the graphics on pages 134, 136, 137, 141, 145 so all of the fonts are large enough
to be legible.
16.Please revise the Business section to clarify what work Vincera and its employees have
conducted to date.  For instance, it should be clear whether clinical and pre-clinical
work was performed by Vincera and its employees or whether that work was performed

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 5, 2020 Page 4
 FirstName LastNameAndrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 4
by Bayer or another third-party.
Vincera's Business
Clinical Trials, page 138
17.Expand your disclosure of Study 18117 to indicate when the trial was conducted.  Also,
expand to discuss the duration of the trial, how the drug candidate was administered, who
conducted and/or sponsored the trial, and any serious adverse events that were
experienced, including the number of patients experiencing SAEs.  State the primary and
secondary endpoints related to safety, tolerability, pharmacokinetics and dosage.
18.Revise your discussion concerning Study 17496 to address, if applicable, the same items
referenced in the comment above concerning Study 18117.  Also, disclose the number of
patients in Study 17496 before the expansion, and explain whether any of the reported
results to date are statistically significant. Revise the table at the bottom of page 139 or the
surrounding text to explain “evaluable patients” and briefly describe neutropenia.  Revise
the disclosure on page 141 to disclose all serious adverse events, rather than only adverse
events affecting more than 15% of the participants.  In addition, clarify who is presently
conducting and/or sponsoring Study 17496 and whether that changes once the Bayer
license agreement becomes effective.
Intellectual Property, page 149
19.Please revise to disclose all jurisdictions, the type of patents and term with respect to each
patent family.
Compensation of Directors and Executive Officers of LSAC, page 187
20.Revise to disclose the material terms of the executive employment agreements, if
known, that will be effective upon the closing of the Business Combination, as disclosed
on pages 188-89.
General
21.Please revise Annex A to include a list briefly identifying the contents of all omitted
schedules to your merger agreement.
            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.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 November 5, 2020 Page 5
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 5
            You may contact Vanessa Robertson at (202) 551-3649 or Al Pavot at (202) 551-3738 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

LifeSci Acquisition Corp.

250 W. 55th St., #3401

New York, New York 10019

March 5, 2020

VIA EDGAR & TELECOPY

Ronald Alper

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: LifeSci Acquisition Corp. (the “Company”)

Registration Statement on Form S-1

(File No. 333-236466) (the “Registration Statement”)

Dear Mr. Alper:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. on March 5, 2020, or as soon thereafter as
practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    LIFESCI ACQUISITION CORP.

    By:
    /s/ Andrew McDonald

    Name: Andrew McDonald

    Title: Chief Executive Officer

Acceleration Request:

333-236466

CORRESP
1
filename1.htm

Chardan Capital Markets, LLC

17 State Street, Suite 1600

New York, New York 10004

March 5, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ronald Alper

    Re:

        LifeSci Acquisition Corp.

        Registration Statement on

        Form S-1 (File No. 333-236466)

Dear Mr. Alper:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for
itself and the several underwriters, hereby joins in the request of LifeSci Acquisition Corp. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Washington D.C. time, on March 5, 2020,
or as soon thereafter as practicable.

Pursuant to Rule
460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 455
copies of the Preliminary Prospectus, dated March 3, 2020, have been distributed to prospective underwriters and dealers,
institutional investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Signature page follows]

    Very truly yours,

        Chardan Capital Markets, LLC,

        As Representative of the Underwriters

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Managing Director

March 4, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W 55th Street, #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 3, 2020
File No. 333-236466
Dear Mr. McDonald:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            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 S-1/A
Exhibits
1.Please reconcile the exclusive forum provision in exhibit 3.2 with your disclosure on page
81 or advise.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 March 4, 2020 Page 2
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
March 4, 2020
Page 2
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

        Giovanni Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

    Direct	212.407.4866

    Main	212.407.4000

    Fax	212.937.3943

    gcaruso@loeb.com

Via Edgar

March 4, 2020

        Ronald Alper

        U.S. Securities & Exchange Commission

100
F Street, NE

        Washington, D.C. 20549

 Re: LifeSci Acquisition Corp.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
March 3, 2020

CIK
No. 0001796129

Dear Mr. Alper:

On behalf of our client, LifeSci Acquisition
Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated March 4, 2020 (the “Staff’s
Letter”) regarding Amendment No. 2 to the Company’s draft Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles
   New York
   Chicago
   Nashville
   Washington, DC
   Beijing Hong Kong
   www.loeb.com

A limited liability partnership
including professional corporations

    Ronald
                           Alper

                           March 4, 2020

Page 2

 Form S-1/A

 Exhibits

 1.    Please
reconcile the exclusive forum provision in exhibit 3.2 with your disclosure on page 81 or advise.

Response:  Exhibit
3.2 has been revised to conform to the disclosure on page 81 of the Registration Statement.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

January 3, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W 55th Street, #3401
New York, NY 10019
Re:LifeSci Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted December 12, 2019
CIK No. 0001796129
Dear Mr. McDonald:
            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 Submitted December 12, 2019
Financial Statements
Note 6 - Commitments
Underwriting Agreement, page F-12
1.We note that the underwriters will be entitled to a cash underwriting discount of $0.55 per
unit upon closing of the offering.  Based upon disclosure elsewhere in the filing, it appears
that the $0.55 per unit discount is inclusive of, not in addition to, the deferred fee of $0.35
per unit to be paid upon completion of a business combination.  Please advise and clarify
your disclosure as necessary.

 FirstName LastNameAndrew McDonald
 Comapany NameLifeSci Acquisition Corp.
 January 3, 2020 Page 2
 FirstName LastName
Andrew McDonald
LifeSci Acquisition Corp.
January 3, 2020
Page 2
Undertakings, page II-5
2.Please add the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of
Regulation S-K.  Item 512(a)(5)(ii) is required for any prospectus filed in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an initial distribution of
securities pursuant to Rule 159A.  For guidance, refer to Securities Act Rules Compliance
and Disclosure Interpretation, Question 229.01.
Exhibits
3.We note your disclosure on page F-12 that you intend to enter into an administrative
support agreement with an affiliate of your sponsor.  Please include the administrative
support agreement in your exhibit index.  See Item 601(b)(10) of Regulation S-K.
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso