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12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com
FIRM / AFFILIATE OFFICES | |||||
| March 9, 2021
VIA EDGAR
Ms. Ada D. Sarmento Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission |
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100 F Street N.E.
Washington, D.C. 20549
| Re: | Connect Biopharma Holdings Limited |
| Registration Statement on Form F-1 |
| Filed February 26, 2021 |
| File No. 333-253631 |
Dear Ms. Sarmento:
We are in receipt of the Staff’s letter dated March 5, 2021 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Connect Biopharma Holdings Limited (“Connect Biopharma” or the “Company”) as set forth below.
The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amendment. For ease of reference, we have set forth the Staff’s comment and the Company’s response for such item below.
Registration Statement on Form F-1
Description of American Depositary Shares
Jurisdiction and Arbitration, page 210
| 1. | We note your disclosure that the arbitration provisions of the deposit agreement “do not preclude [ADS holders] from pursuing claims under the Securities Act or the Exchange Act in federal or state courts.” Please ensure, if true, that the deposit agreement clearly states that the arbitration provisions do not apply to claims under the Securities Act or the Exchange Act. |
Connect Biopharma’s Response: The Company confirms that the deposit agreement clearly states that the arbitration provision does not apply to claims under the Securities Act or the Exchange Act.
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March 9, 2021
Page 2
Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3959. Thank you in advance for your cooperation in connection with this matter.
| Very truly yours, |
| /s/ Michael E. Sullivan |
| Michael E. Sullivan of LATHAM & WATKINS LLP |
| cc: | Eric Atallah, Securities and Exchange Commission |
Vanessa Robertson, Securities and Exchange Commission
Tim Buchmiller, Securities and Exchange Commission
Zheng Wei, Ph.D., Connect Biopharma Holdings Limited
Wubin Pan, Ph.D., Connect Biopharma Holdings Limited
Patrick A. Pohlen, Latham & Watkins LLP
Jeffrey T. Woodley, Latham & Watkins LLP