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United States securities and exchange commission logo
December 16, 2022
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
Amendment No. 2 to
Draft Registration
Statement on Form F-4
Submitted December
7, 2022
CIK No. 0001946399
Dear David Hui Shao:
We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-4
Frequently Used Terms, page 4
1. We note your response
to prior comment 1 and reissue. Please revise your definition of
"China" or "PRC" to
clearly state that the legal and operational risks associated with
China also apply to
Hong Kong and Macau.
David Hui Shao
FirstName
YishengBioLastNameDavid Hui Shao
Co., Ltd
Comapany16,
December NameYishengBio
2022 Co., Ltd
December
Page 2 16, 2022 Page 2
FirstName LastName
Questions and Answers About the Proposals
Q: What shall be the relative equity stakes of Summit Shareholders, YS
Biopharma shareholders
immediately after the consummation of the Busi, page 13
2. We note your response to prior comment 2 and the changes made to your
tabular
disclosure on pages 13 and 14. The sum of the share amounts and
ownership interests
presented in these tables do not equal the total pro forma shares
outstanding, presumably
due to double-counting within the (a) Sponsor, (b) Sponsor and certain
Summit directors
as a group and (c) Sponsor and its affiliates' total potential
ownership interest line items.
Please revise your tables so that they are mathematically accurate and
agree to the pro
forma shares outstanding presented elsewhere in the document. In this
regard, consider
presenting those line items that are not included in the total pro
forma shares outstanding
below the tables for informational purposes.
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination (page 218)
YS Group, page 29
3. We note your response to prior comment 3, including your revised
footnote disclosure
where you discuss the Concert Agreement and disclosure that "[t]he
Concert Agreement
will continue after the Business Combination and shall remain
effective unless otherwise
terminated by mutual consent of the Concert Parties." Given that Mr.
Yi Zhang is a party
to the Concert Agreement, please update your potential controlled
company disclosure on
page 49, risk factor disclosure on page 119 and your disclosure of YS
Group and YS
Biopharma Relationships and Related Party Transactions on page 369 to
discuss the
Concert Agreement.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination
Timeline of the Business Combination, page 163
4. We note your response to prior comment 5, including your revised
disclosure on page 163
where you discuss how negotiations evolved during the course of the
parties exchanging
letters of intent and reissue in part. For example, you state that "on
June 17, June 22, and
June 26, 2022, respectively, YS Biopharma and Summit exchanged several
revised
versions of the Second Draft LOI." Please update your disclosure to
discuss each
party's position on the material issues negotiated in the several
revised versions of the
Second Draft LOI and how and why such issues evolved to the resulting
Near-Final LOI
or otherwise advise.
Valuation Analysis - Projected Information, page 174
5. You disclose that the revenue projections prepared by ValueScope were
based on
estimates of the YSJA rabies, PIKA rabies and PIKA recombinant
COVID-19 vaccines,
David Hui Shao
FirstName
YishengBioLastNameDavid Hui Shao
Co., Ltd
Comapany16,
December NameYishengBio
2022 Co., Ltd
December
Page 3 16, 2022 Page 3
FirstName LastName
taking into consideration the clinical status and expected regulatory
approval pathway and
timeline for each applicable product. You also disclose that
ValueScope reviewed
projections provided by YS BioPharma's management and adjusted and
postponed the
potential launch dates for PIKA rabies and PIKA recombinant COVID-19
vaccines and
adjusted the projected market share ramp up accordingly. Please revise
to provide more
detail as to how these estimates impacted your revenue projections. In
this regard, disclose
the assumptions with respect to the timing of regulatory approval and
potential launch
dates and quantify the projected market share ramp up in each period.
Summary of Valuation Analysis and Opinion of Financial Advisor to the Summit
Board
Projected Information, page 174
6. We note your disclosure of the financial projections used and
accompanying cautionary
language. Specifically, on page 175, where you state that due to the
inherent uncertainties
in financial projections, "shareholders are cautioned not to place
undue, if any, reliance on
projections" and on page 176, where you state "[shareholders] ARE
CAUTIONED NOT
TO RELY ON THE PROJECTIONS." While it may be appropriate to caution
investors
not to place undue reliance upon prospective financial information, it
is not appropriate to
tell readers to not rely upon them at all since they are included in
your registration
statement. Please delete the words "if any" and revise your
disclosures accordingly. In
addition, we note your disclosure on page 176 and 177 where you
disclose that there is no
intention to update or revise the forecasts to reflect circumstances
existing after the date
when made or to reflect the occurrence of future events in the event
that any or all the
assumptions underlying the forecasts are shown to be in error. Given
the amount of time
that appears to have passed since the Valuation Date, please tell us
whether or not the
projections still materially reflect management's views on future
performance and whether
you intend to revise the forecast to reflect the occurrence of future
events prior to the
consummation of the Business Combination.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 324
7. We note your response to our prior comment 11 and reissue. Please
address the following
in your response as it relates to the 10,000,000 Public Warrants
specifically:
Explain your analysis of the Tender Offer Provision described in
Section 4.5 of the
Warrant Agreement filed as an exhibit to Summit's Registration
Statement on Form
S-1 in determining that liability classification was required. In
this regard, explain
how you applied the guidance in ASC 815-40-55-2 through
815-40-55-6 when
analyzing the Tender Offer Provision.
Explain whether the consummation of the business combination, and
particularly the
elimination of the dual class structure of your common shares,
impacts your analysis
under the guidance referenced above.
8. You disclose at F-15 that on October 12, 2022, Summit had drawn down
$700,000 under
the Convertible Promissory Note that may be converted into warrants.
Please tell us how
David Hui Shao
YishengBio Co., Ltd
December 16, 2022
Page 4
you considered its pro forma impact on the balance sheet, as well as the
need to disclose it
as part of the equity instruments excluded from the pro forma share
balances in Note (4) at
page 330.
General
9. We note your new risk factor on page 130 where you disclose that the
Business
Combination may be subject to review and approval by the Committee on
Foreign
Investment in the United States ( CFIUS ), including your disclosure
that certain
transactions "may be subject to mandatory pre-closing CFIUS filing
requirements." Please
update your risk factor to disclose whether or not the Business
Combination is subject to
the mandatory pre-closing CFIUS filing requirements or otherwise advise.
10. We note your response to prior comment 14 and reissue. While you have
removed your
disclosure on pages 41 and 42 and "confirmed with Summit, YS Biopharma
and the
Sponsor that such persons do not intend to pursue any such transactions,"
your risk factor
disclosure at the bottom of page 127 still states, "Sponsor, Summit s
directors, officers
and their affiliates may elect to purchase shares or warrants from Summit
Public
Shareholders, which may influence a vote on the Business Combination and
reduce
Summit s public float."" Please provide your analysis on how such
purchases comply
with Rule 14e-5 or otherwise advise.
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 Doris Stacey Gama at 202-551-3188 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
December 16, 2022 Page 4
cc: Dan Ouyang, Esq.
FirstName LastName