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United States securities and exchange commission logo
May 16, 2022
Jorge Santos da Silva
Founder & Chief Executive Officer
MoonLake Immunotherapeutics
Dorfstrasse 29
6300 Zug
Switzerland
Re: MoonLake
Immunotherapeutics
Amendment No. 3 to
Registration Statement on Form S-1
Filed May 2, 2022
File No. 333-262643
Dear Dr. Santos da Silva:
We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1. For the Class A
Ordinary Shares being registered for resale, please revise the cover page
to disclose the price
that the selling shareholders paid for such shares.
2. We note the significant
number of redemptions of your Class A ordinary shares in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. To the extent that many of
the shares being
registered for resale were purchased by the selling shareholders for prices
considerably below the
current market price of the ordinary shares please highlight here
the significant
negative impact sales of shares on this registration statement could have on
Jorge Santos da Silva
FirstName
MoonLake LastNameJorge Santos da Silva
Immunotherapeutics
Comapany
May NameMoonLake Immunotherapeutics
16, 2022
May 16,
Page 2 2022 Page 2
FirstName LastName
the public trading price of the ordinary shares.
Introductory Note Regarding the Business Combination, page iv
3. Please revise your disclosure here to also discuss the significant
redemption of your Class
A ordinary shares that occurred in connection with the business
combination, including
stating clearly the number of ordinary shares that were redeemed by
public shareholders
and the percentage of public shareholders who exercised their right to
redeem shares.
Risk Factors
Risks Related to our Class A Ordinary Shares
Future resales of Class A Ordinary Shares may cause the market price of the
Class A Ordinary
Shares to decline significantly, page 35
4. You state here that [f]uture resales of Class A Ordinary Shares
may cause the market
price of the Class A Ordinary Shares to decline significantly." This
statement should be
updated given that this prospectus is facilitating those sales.
Furthermore, we note that this
risk factor highlights the negative pressure potential sales of shares
pursuant to this
registration statement could have on the public trading price of the
Class A ordinary
shares. To illustrate this risk, please also disclose here the
purchase price of the
shares being registered for resale and the percentage that these
shares currently represent
of the total number of shares outstanding. Also, to the extent
applicable, disclose that even
though the current trading price is significantly below the SPAC IPO
price, the private
investors have an incentive to sell because they will still profit on
sales because they
purchased their shares at a lower price than public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
92
5. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s Class A ordinary shares.
Your discussion
should highlight the fact that BVF Partners L.P., a beneficial owner
of 58.91% of your
outstanding shares, will be able to sell all of its shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 98
6. We note your disclosure here that as a result of the level of
redemptions at the time of
consummation of the Business Combination, you now expect to have
sufficient capital to
fund your operations until at least the next two years rather than
through at least the next
three and a half years. In light of the significant number of
redemptions, expand your
discussion of capital resources to address any changes in the company
s liquidity position
since the business combination. If the company is likely to have to
seek additional capital,
discuss the effect of this offering on the company s ability to
raise additional capital.
Jorge Santos da Silva
MoonLake Immunotherapeutics
May 16, 2022
Page 3
General
7. Please revise your prospectus to disclose the price that each selling
shareholder paid for
the shares being registered for resale. Highlight any differences in the
current trading
price, the prices at which the Sponsor, PIPE investors or other selling
shareholders acquired their shares, and the price at which the public
shareholders acquired
their shares. Disclose that while the Sponsor, PIPE investors or other
selling
shareholders may experience a positive rate of return based on the
current trading price,
the public shareholders may not experience a similar rate of return on
the securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling shareholders will earn
based on the current
trading price, if any. Lastly, please include appropriate risk factor
disclosure on these
points.
You may contact Jessica Ansart at 202-551-4511 or Laura Crotty at
202-551-7614 with
any questions.
Sincerely,
FirstName LastNameJorge Santos da Silva
Division of
Corporation Finance
Comapany NameMoonLake Immunotherapeutics
Office of Life
Sciences
May 16, 2022 Page 3
cc: Branden Berns
FirstName LastName