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United States securities and exchange commission logo
August 3, 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
Draft Registration
Statement on Form S-4
Submitted July 6,
2022
CIK No. 0001855644
Dear Mr. Badial:
We have reviewed your 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.
Draft Registration Statement on Form S-4 Submitted July 6, 2022
Cover Page
1. Please revise your
description of the Subscription Agreement entered into on June 16,
2022 to identify the
name of the PIPE Investor and revise the description of the Forward
Purchase Agreement
entered into on January 27, 2022 to identify the name of the FPA
Investors.
Additionally, please file the Subscription Agreement and Forward Purchase
Agreement as exhibits
to the Registration Statement.
2. Please file the Sponsor
Forfeiture Agreement as an exhibit to the Registration Statement.
Additionally, please
expand on the description of the share forfeiture as being on a
Verender Badial
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sliding scale ranging from 1% to 70% to include or specifically
reference the schedules
contained in Exhibit A to the Sponsor Forfeiture Agreement.
Frequently Used Terms, page 1
3. Please include the definition of Exchange Ratio in the
prospectus rather than referring
readers to the definition included in the Business Combination
Agreement.
Questions and Answers About the Business Combination and the Meeting
What happens if a substantial number of public shareholders vote in favor of
the business
combination proposal and exercise..., page 8
4. We refer to your disclosure here and on pages 31 and 115 that the
sensitivity table sets
forth the potential additional dilutive impact of each of the
Additional Dilution Sources in
each redemption scenario and that [i]ncreasing levels of
redemption will increase the
dilutive effects of these issuances on non-redeeming shareholders.
Please define the term
Additional Dilution Sources and ensure that the sensitivity
table discloses all possible
sources and extent of dilution that shareholders who elect not to
redeem their shares may
experience in connection with the business combination. Provide
disclosure of the impact
of each significant source of dilution, including the amount of equity
held by founders
and convertible securities, including warrants, retained by redeeming
shareholders, at each
of the redemption levels detailed in your sensitivity analysis,
including any needed
assumptions. In this regard, we note that the current table appears to
assume no dilution
from any Public Warrants, Private Placement Warrants, New JATT
Options, Holdco
Options, or conversion of working capital loans.
5. It appears that the underwriting fees of Raymond James in the IPO
remain constant and
are not adjusted based on redemptions. Please revise your disclosure
to provide the
effective underwriting fee on a percentage basis for shares at each
redemption level
presented in your sensitivity analysis related to dilution.
Questions and Answers About the Business Combination and the Meeting
Do any of JATT s directors or officers have interests that may conflict with
my interests with
respect to the Business Combination?, page 10
6. We note your disclosure that the Sponsor agreed to loan you an
aggregate of up to
$300,000 in working capital loans to cover expenses related to the
Business Combination
pursuant to a promissory note and that the Sponsor has informed you
that it intends to
convert the loan into 300,000 warrants on the same terms as the
Private Placement
Warrants. Please revise your disclosure here and elsewhere in the
prospectus to state the
amount of working capital loans currently outstanding.
The Parties to the Business Combination
Zura, page 21
7. Please balance and expand on your disclosure regarding Zura to:
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state that Zura was recently formed on January 18, 2022 and
that it has not conducted
any clinical tests itself, nor have any clinical tests been
conducted during the period
since its inception;
state that Zura does not have any product candidates approved
for sale and has not
generated any revenue from product sales to date;
note that the publicly reported clinical data regarding ZB-168
in patients with an
autoimmune disease was not conducted in patients with your lead
indication; and
provide the current status of the planned randomized phase 2
study in AA, including
whether Zura has made an IND submission with the FDA.
8. We note your disclosure here and on page 185 that [b]eyond AA, Zura
continues to
explore additional indications, and looks to start these phase 2
trials in 2023 and beyond.
Please state the specific indications that are being explored and
provide the current status
of the planned phase 2 trials for these indications.
Risks Related to Zura's Limited Operating History, Financial Condition and
Capital
Requirements
If we are unable to raise capital when needed, or on acceptable terms, we may
be forced to delay,
reduce and/or eliminate..., page 39
9. We refer to your disclosure here that based on your current operating
plan, you believe
[y]our existing cash, cash equivalents and short-term marketable
securities, will be
sufficient to fund [y]our operations through 2024, after giving effect
to the anticipated net
proceeds from the Business Combination and PIPE Financing and your
disclosure on
page 215 that based on your current business plans, you believe that
the anticipated net
proceeds from the Proposed Business Combination will enable [you] to
fund [y]our
operating expenses and capital requirements through at least the next
twelve months.
Please reconcile these disclosures. Additionally, please indicate how
far into the
development of ZB-168 you anticipate you will be able to reach after
the Proposed
Business Combination based on your current operating plan. In this
regard, we note your
disclosure on page 103 that Zura will require additional capital to
complete the research
and development and potential commercialization of its treatments and
asset acquisitions.
Risks Related to Zura's Intellectual Property
We depend on license agreement with Pfizer to permit us to use certain patents,
know-how and
technology..., page 54
10. We note your disclosure here that your obligation to pay Pfizer a
multi-million dollar
transaction completion payment does not apply to any business
combination where
[y]our securities are listed on a stock exchange (e.g., a transaction
with a special purpose
acquisition company). Please clearly indicate whether you expect
the proposed business
combination with Zura to fall within this carve out. If material,
please discuss any risk
associated with the possibility that the business combination will be
completed but the
securities of New JATT will not be successfully listed on NYSE or
another stock
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exchange.
Risks Related to JATT and the Business Combination, page 80
11. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
JATT's shareholders will experience immediate dilution as a consequence of,
among other
transactions, the issuance of New JATT Class A..., page 88
12. We note your disclosure that in a no-redemption scenario, "the
Sponsor, officers, directors
and other holders of founder shares will retain an ownership interest
of approximately
9.0% of New JATT." Please also disclose the Sponsor and its affiliates
total potential
ownership interest in the combined company, assuming exercise and
conversion of all
securities, including warrants.
Risks Related to JATT and the Business Combination
The Merger may be a taxable event for U.S. Holders of JATT Class A Ordinary
Shares and
Warrants., page 89
13. We refer to your disclosure here and on page 153 that the income tax
consequences of the
Business Combination will depend primarily upon whether the Business
Combination
qualifies as a reorganization within the meaning of Section 368
of the Code. The
disclosure states that holders should not recognize gain or less both
if the Business
Combination qualifies as a reorganization and if it fails to qualify
as a reorganization.
Please clarify this disclosure.
Redemption Rights, page 93
14. We note your disclosure that [i]f a substantial number of JATT
Class A Ordinary Shares
are redeemed, we may not be able to meet certain closing conditions,
and as a result,
would not be able to proceed with the Business Combination. Please
expand on this
disclosure to discuss the specific closing conditions you may not be
able to meet as a
result of a high number of redemptions. In this regard, we note that
elsewhere in the
prospectus you appear to suggest that you would still be able to
satisfy the $65 million
cash on hand requirement even in a maximum redemption scenario.
Background of the Business Combination, page 96
15. We note your disclosure that Raymond James acted as sole book-running
manager for the
IPO, and their underwriting fees consisted of $2,280,000 paid at the
closing of the IPO
and $4,010,000 in deferred underwriting fees to be paid at the closing
of the business
combination. We also note that Raymond James was engaged as your sole
and exclusive
financial advisor in connection with the potential business
combination with Zura,
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including the private placement of securities by JATT in connection
therewith. Please tell
us, with a view to disclosure, whether you have received any notice
from Raymond James
about it ceasing involvement in your transaction and, if so, how that
may impact your
transaction or the deferred underwriting compensation owed to Raymond
James for the
IPO.
Opinion of Vantage Point, page 104
16. We refer to your disclosure that no officer, director, employee or
shareholder of Vantage
Point Advisors, Inc. shall be subjected to any personal liability
whatsoever to any person,
nor will any such claim be asserted by or on behalf of you or your
affiliates. Please
remove this statement or, if true, revise it so that it is clear the
language is a quotation
from the Vantage Point fairness opinion and is not intended as a
statement regarding the
rights of shareholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
17. Please present the historical basic and diluted per share amounts on
the face of the pro
forma condensed combined statement of operations as required by Rule
11-02 of
Regulation S-X.
18. We note on page 169 that the merger consideration will be in an
aggregate value of $165
million. Please present the components of total consideration
transferred and how they
are measured.
19. Please disclose whether there are any tax effects on the pro forma
adjustments. Refer to
paragraph b(5) of Rule 11-02.
20. Please reconcile adjustment (i)'s balance of $139,415,000 with the
total "Class A ordinary
shares subject to possible redemption" on the March 31, 2022 balance
sheet of
$139,380,000.
21. With respect to adjustment (bb), we note in adjustment (h) that
approximately $3 million
of public warrants are classified to equity. Please reconcile the
difference or revise.
22. Please state the share amount of any dilutive outstanding securities
that were excluded
from the computation of pro forma net loss per share because of their
anti-dilutive effect.
You indicated throughout the filing that you have unexercised stock
options.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
JATT
Results of Operations , page 182
23. Please discuss the results of operations for the period from March 10,
2021 (inception)
through December 31, 2021 and for the three months ended March 31,
2022.
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Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 187
24. We note that the graphic included on this page, as well as the
graphics included on pages
189, 192, 198 and 199, are difficult to read. In your next amendment,
please include
higher resolution copies of these images or otherwise ensure the
information contained in
the graphics is easily legible.
Clinical Development to Date, page 190
25. Please revise your descriptions of the three clinical studies of
ZB-168 conducted by Pfizer
to include the endpoints of each study.
Resolution of the FDA Clinical Hold, page 200
26. We refer to your statement that there were certain
"conditions/requirements" in connection
with the FDA lifting the clinical hold. Please disclose whether or not
you will be required
to comply with any of these conditions or requirements in connection
with your planned
clinical trials.
ZB-168 for the Treatment of Alopecia Areata
Epidemiology, page 201
27. We note your statement that "[t]he global market for treatments for
alopecia is expected to
grow at a CAGR of 5.1% during the period 2022-2028 to reach a size of
$13.8 billion in
2028." Please discuss any material assumptions underlying these
projections.
IL7 and TSLPs role in AA, page 204
28. Please note determinations with respect to safety and efficacy are
within the sole authority
of the FDA, EMA or equivalent foreign regulator. Please revise your
registration
statement to remove statements relating to safety and efficacy in
instances where you have
not yet received full approval for your product candidates. For
example, we note your
statements on page 204 that "[t]argeting the IL7R is expected to have
a distinct mode of
action compared to other biological inhibitors and potentially safer
than other inhibitors
that target multiple intracellular signaling molecules, like JAK
inhibitors" and that
"[t]argeting IL7R may have a significant safety advantage over JAK
inhibitors, a drug
class that comes with a black box warning."
License Agreement, page 212
29. Please revise your description of the Pfizer License Agreement to
include a description of
the termination provisions under the agreement and to provide the
royalty terms and the
royalty rates under the agreement.
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August NameJATT Acquisition Corp
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Components of Results of Operations
Operating Expenses
Research and Development Expenses, page 213
30. We refer to your disclosure that you cannot determine with certainty
the timing of
initiation, the duration or the completion costs of current or future
preclinical studies and
clinical trials of your product candidate due to the inherently
unpredictable nature of
preclinical and clinical development. Please reconcile this statement
with your statements
on pages 21, 185 and 205 that you plan to start a phase 2 study in AA
in second half of
2023.
Liquidity and Capital Resources
Capital Requirements, page 215
31. We refer to your disclosure that under the terms of the Pfizer
Agreement, you will be
required to pay Pfizer certain milestone payments "prior to the time
at which [you] are
able to generate sufficient revenue, if any, from commercial sales of
any of [y]our product
candidates." Please expand on this disclosure to note the sources you
intend to use to
make such milestone payments. If material, please discuss the risk
that payment of these
milestone payment may impact your ability to fund development of your
product
candidate.
Conflicts of Interest, page 225
32. We note that under your amended and restated memorandum and articles
of association,
you have waived the corporate opportunities doctrine. In addition to
noting this as a
potential conflict of interest, please discuss whether it impacted
your search for an
acquisition target.
Incentive Arrangements, page 230
33. We refer to your disclosure that on June 8, 2022, Zura granted certain
options to David
Brady. Please disclose the relationship between Mr. Brady and Zura.
Combined Company Management and Governance After the Business Transaction, page
232
34. With respect to Mr. Levy and Dr. Kulkarni, please briefly discuss the
specific experience,
qualifications, attributes or skills that led to the conclusion that
such person should serve
as a director of the Company. Please refer to Item 401(e) of
Regulation S-K.
Executive Compensation Arrangements, page 233
35. Once finalized, please file the respective employment agreements with
Drs. Sidhu and
Cote-Sierra as exhibits to the registration statement.
Verender Badial
JATT Acquisition Corp
August 3, 2022
Page 8
Security Ownership of Certain Beneficial Owners and Management, page 240
36. Please identify the beneficial owners of shares held by Athanor Capital
LP, Magnetar
Financial LLC and Hudson Bay Capital Management LP.
37. The post-business combination beneficial ownership tables do not appear
to include the
PIPE Investor. Please include the PIPE Investor in these tables as the
2,000,000 JATT
Class A Ordinary Shares to be issued to the PIPE Investor pursuant to the
Subscription
Agreement would appear to make them a five percent holder.
Founder Shares, page 243
38. The description of the founder shares notes that they are generally not
transferable until
"one year after the completion of our initial business combination."
Please revise this
description to discuss (i) the amendment to the Insider Letter Agreement
lowering this
period to six months and (ii) the six-month, twelve-month and twenty-four
month lock-up
periods that will take effect at the Closing.
Zura Bio Limited Financial Statements
Notes to Financial Statements
Note 3 - License Agreement , page F-50
39. Please revise your description of the Pfizer License Agreement to narrow
the royalty
range from "double digits" to no more than ten percentage points (for
example, between
twenty and thirty percent).
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 202-558-4466 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
August 3, 2022 Page 8
cc: Giovanni Caruso, Esq.
FirstName LastName