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United States securities and exchange commission logo
September 2, 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
Registration
Statement on Form S-4
Filed on August 22,
2022
File No. 333-267005
Dear Mr. Badial:
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 S-4, filed on August 22, 2022
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 10
1. We note your revised
disclosure in response to previous comment 4. Please expand the
new "Additional
Dilution Sources" section to also show the number of shares and
percentage ownership
for each of the JATT Public Shareholders, JATT Initial
Shareholders, PIPE
Investor, FPA Investors and Zura Holdco Shareholders under each of
the three full-dilution
scenarios. Please also show the Total Shares at the Closing
and Total Equity Value
Post-Redemption.
Verender Badial
FirstName LastNameVerender Badial
JATT Acquisition Corp
Comapany 2,
September NameJATT
2022 Acquisition Corp
September
Page 2 2, 2022 Page 2
FirstName LastName
The Parties to the Business Combination
Zura, page 23
2. We note your revised disclosure in response to previous comment 7 and
re-issue the
comment in part. Please expand on the statement that "Zura plans to
start a randomized
phase 2 study in AA by the end of the year 2023" by providing the
current status of this
study, including whether Zura has made an IND submission with the FDA.
Additionally,
we note your response to previous comment 8 that specific additional
indications are yet
to be determined. Please state this in the prospectus to balance the
disclosure that you will
look to start phase 2 trials in these additional indications in late
2023 and beyond.
Unaudited Pro Forma Condensed Combined Financial Information, page 161
3. We note your response to previous comment 18 and the revised
disclosures on page 163.
Please state how you determined the share price of the stock and stock
options.
4. We note your response to previous comment 20. As previously requested,
reconcile the
difference between adjustment (i)'s balance of $139,597 and the
$139,497 Class A
ordinary shares subject to possible redemption on the balance sheet at
June 30, 2022.
5. We note your response to previous comment 22. Your disclosures on page
170
indicate you excluded warrants from the computation of net loss per
share because of their
anti-dilutive effect. Please revise to also state the share amount of
any dilutive
outstanding warrants.
Our Focus: Inflammatory Diseases Involving IL7 and TSLP, page 182
6. We note the revised graphics included in response to previous comment
24 and re-issue
the comment in part. We are still unable to read some of the text in
the graphic included
under the caption "Figure 1. IL7R and TSLP are linked to numerous
immune diseases."
Please include a legible copy of this image or remove it from the
Registration Statement.
ZB-168 for the Treatment of Alopecia Areata
Epidemiology, page 198
7. We note your response to previous comment 27. Please tell us whether
you
commissioned the report for use in connection with this Registration
Statement. If so,
please file the consent of the report's authors as an exhibit.
Verender Badial
FirstName LastNameVerender Badial
JATT Acquisition Corp
Comapany 2,
September NameJATT
2022 Acquisition Corp
September
Page 3 2, 2022 Page 3
FirstName LastName
License Agreements
Pfizer License, page 203
8. We note your revised disclosure in response to previous comment 29. It
appears you have
removed the descriptions of the aggregate development milestone
payments, aggregate
sales milestone payments, royalty term, the length of the period
during which you are
subject to a potential transaction payment and the length of the
period during which Pfizer
will maintain certain intellectual property rights from this section.
It also appears that the
royalty rate was only included in the description of the Pfizer
license agreement contained
in the financial statements. Please include descriptions of these
material terms in the
section of the prospectus describing the Pfizer License Agreement
rather than referring to
the financial statements.
License Agreements
Lonza License, page 204
9. Please revise your description of the Lonza License Agreement to
include a complete
description of each parties' material rights and obligations,
including:
a description of the "number of factors" that will determine the
consideration to be
paid to Lonza other than whether the Company enters into
manufacturing agreements
with Lonza;
the duration of the agreement;
the amount of any upfront or execution payments received or paid;
the aggregate amounts paid or received to date under the
agreement, if any;
the aggregate amounts of any future potential milestone payments
to be paid or
received;
the royalty term; and
the termination provisions.
Liquidity and Capital Resources
Capital Requirements, page 213
10. We re-issue previous comment 31. Please disclose the sources you
intend to use to make
milestone payments to Pfizer prior to the time at which you are able
to generate sufficient
revenue, if any, from commercial sales of any of your product
candidates. If material,
please discuss the risk that payment of these milestone payment may
impact your ability
to fund development of your product candidate.
Exhibits and Financial Statements Schedules, page II-1
11. We note your response to previous comment 1 and re-issue the comment
in part. Please
file the Forward Purchase Agreement as an exhibit to the Registration
Statement.
Verender Badial
JATT Acquisition Corp
September 2, 2022
Page 4
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.
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
September 2, 2022 Page 4
cc: Giovanni Caruso, Esq.
FirstName LastName