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United States securities and exchange commission logo
January 6, 2023
David Hui Shao
Chief Executive Officer
YishengBio Co., Ltd
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing, PRC
Re: YishengBio Co., Ltd
Registration
Statement on Form F-4
Filed December 28,
2022
File No. 333-269031
Dear David Hui Shao:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed December 28, 2022
Summary Unaudited Pro Forma Condenced Combined Financial Information
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of
March 31,
2022, page 55
1. Please remove your
presentation for the Summary Unaudited Pro Forma Condensed
Combined Balance Sheet
Data as of March 31, 2022 since it is no longer included in your
unaudited pro forma
condensed combined financial information section starting at page
329.
David Hui Shao
FirstName
YishengBioLastNameDavid Hui Shao
Co., Ltd
Comapany
January NameYishengBio Co., Ltd
6, 2023
January
Page 2 6, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 329
2. Please address the following comments related to your pro forma
presentations:
Explain to us why you used Summit financial statements as of
and for the interim and
full fiscal periods ended June 30, 2022 as the pro forma
historical balances, even
though both companies have updated their financial statements
periods to September
30, 2022. Refer to Rule 11-02(c)(3) of Regulation S-X. Revise if
necessary.
Explain why you have reverted to characterizing the business
combination as a
reverse recapitalization, despite the revisions made in response
to comment 42 in our
letter dated October 30, 2022.
We note your response to our prior comment 7 and your revisions
to reclassify both
the public warrants and private placement warrants from liability
to equity. Please
note that our prior comment was specific to the public warrants
only. If you believe
the private placement warrants should also be reclassified to
equity in your pro forma
financial statements, please provide us with your analysis under
ASC 815-40. As part
of your analysis, please address whether there are any terms or
provisions in the
warrant agreement that provide for potential changes to the
settlement amounts that
are dependent upon the characteristics of the holder of the
warrant, and if so, how you
analyzed those provisions in accordance with the guidance in ASC
815-40. We also
refer you to the April 2021 Staff Statement on Accounting and
Reporting
Considerations for Warrants Issued by SPACs.
As a related matter, since the public warrants would have been
equity classified upon
the consummation of the business combination, please tell us how
you have
considered whether their related fair value changes as presented
in the pro forma
statement of operations should have also been eliminated giving
effect as if the
business combination had occurred at the beginning of the
statement of operation
periods.
Lastly, please revise to also present the net loss per share
information for the fiscal
year ended March 31, 2022 in the table under Note 4 Net Loss per
Share at page 339.
YishingBio Co., Ltd Unaudited Condensed Consolidated Statements of Cash Flows,
page F-84
3. Please revise your balances for the net decrease in cash and
restricted cash to include the
effect of foreign exchange rate on cash.
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
time for us to review any amendment prior to the requested effective date of
the registration
statement.
David Hui Shao
YishengBio Co., Ltd
January 6, 2023
Page 3
You may contact Li Xiao at 202-551-4391 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Jason Drory at 202-551-8342 with any
other
questions.
Sincerely,
FirstName LastNameDavid Hui Shao
Division of
Corporation Finance
Comapany NameYishengBio Co., Ltd
Office of Life
Sciences
January 6, 2023 Page 3
cc: Dan Ouyang, Esq.
FirstName LastName