| 12670 High Bluff Drive | ||||
| San Diego, California 92130 | ||||
| Tel: +1.858.523.5400 Fax: +1.858.523.5450 | ||||
| www.lw.com | ||||
|
FIRM / AFFILIATE OFFICES | |||
| Austin | Moscow | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Century City | Paris | |||
| June 17, 2022 | Chicago | Riyadh | ||
| Dubai | San Diego | |||
| Düsseldorf | San Francisco | |||
| Frankfurt | Seoul | |||
| VIA EDGAR | Hamburg | Shanghai | ||
| Hong Kong | Silicon Valley | |||
| Ms. Jane Park | Houston | Singapore | ||
| Office of Life Sciences | London | Tel Aviv | ||
| Division of Corporation Finance | Los Angeles | Tokyo | ||
| U.S. Securities and Exchange Commission | Madrid | Washington, D.C. | ||
| 100 F Street N.E. | Milan | |||
| Washington, D.C. 20549 | ||||
| Re: | Connect Biopharma Holdings Limited |
Amendment No. 1 to Registration Statement on Form F-3
Filed May 23, 2022
File No. 333-264340
Dear Ms. Park:
We are in receipt of the Staff’s letter dated June 3, 2022 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” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.
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 Amended Registration Statement. For ease of reference, we have set forth the Staff’s comment and the Company’s response below.
Amendment No. 1 to Registration Statement on Form F-3 filed May 23, 2022
Our Company, page 3
| 1. | We acknowledge your revised disclosure in response to prior comment 2 that you and your PRC subsidiaries are not subject to any permission requirements from the CSRC, the CAC or other governmental agency that is required for this offering and that your PRC subsidiaries have obtained all necessary licenses and approvals to conduct your operations in China. Please advise whether you relied on outside PRC counsel as the basis |
June 17, 2022
Page 2
| for your belief that you are not subject to the review or required to obtain prior approval, and if so, file a consent. |
Connect’s Response: The Company has revised the disclosure on pages 3, 4, 47, S-11, S-12 and S-49 of the Amended Registration Statement in response to the Staff’s comment. Additionally, the Company has filed the consent of its outside PRC counsel, Han Kun Law Offices, as Exhibit 23.3 of the Amended Registration Statement.
*********
June 17, 2022
Page 3
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.
| Sincerely, |
| /s/ Michael Sullivan |
| Michael Sullivan of LATHAM & WATKINS LLP |
| cc: | Jason Drory, Securities Exchange Commission |
Jiang Bian, Esq., Connect Biopharma Holdings Limited
Cheung Ying (Cathy) Yeung, Esq., Latham & Watkins LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP
Emily Roberts, Davis Polk & Wardwell LLP
Donald K. Lang, Davis Polk & Wardwell LLP