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United States securities and exchange commission logo
October 4, 2022
Verender Badial
Chief Financial Officer
JATT Acquisition Corp
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re: JATT Acquisition
Corp
Amendment No. 1 to
Registration Statement on Form S-4
Filed on September
20, 2022
File No. 333-267005
Dear Verender Badial:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 2, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Related to JATT and the Business Combination, page 88
1. With a view toward
disclosure, please tell us whether your Sponsor is, is controlled by,
has any members who
are, or has substantial ties with, a non-U.S. person. Please also tell
us whether anyone or
any entity associated with or otherwise involved in the transaction,
is, is controlled by,
or has substantial ties with a non-U.S. person. If so, please revise your
filing to include risk
factor disclosure that addresses how this fact could impact your
ability to complete
your initial business combination. For instance, discuss the risk to
investors that you may
not be able to complete an initial business combination with a
Verender Badial
JATT Acquisition Corp
October 4, 2022
Page 2
target company should the transaction be subject to review by a U.S.
government entity,
such as the Committee on Foreign Investment in the United States (CFIUS),
or ultimately
prohibited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you
from completing an
initial business combination and require you to liquidate. Disclose the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 199
2. We re-issue previous comment 6. We are still unable to read most of the
small print
included in the graphic under the caption "Figure 1. IL7R and TSLP are
linked to
numerous immune diseases." Please file an easily legible version of the
image or remove
it from the filing.
License Agreements
Pfizer License, page 219
3. We re-issue previous comment 8 in part. Please disclose the length of the
royalty term
under the Pfizer License.
Exhibits and Financial Statements Schedules, page II-1
4. We note that you have removed the placeholder for the exhibit 8.1 tax
opinion from the
exhibit index. Please clarify if you intend to file a tax opinion from
counsel in connection
with the transaction. If not, please provide us with your analysis as to
why such an opinion
is not required. Please refer to Item 4(a)(6) of Form S-4, Section III.A
of Staff Legal
Bulletin 19, and Item 601(b)(8) of Regulation S-K.
You may contact Christie Wong at 202-551-3684 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameVerender Badial
Division of
Corporation Finance
Comapany NameJATT Acquisition Corp
Office of Life
Sciences
October 4, 2022 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName