SKADDEN, ARPS, SLATE, MEAGHER & FLOM
世達國際律師事務所
PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * ANDREW L. FOSTER * BRADLEY A. KLEIN ~ CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTEDIN ENGLAND & WALES) ~ (ALSO ADMITTEDIN ILLINOIS) * (ALSO ADMITTEDIN NEW YORK)
REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) | 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com | AFFILIATE OFFICES
BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON
BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
July 29, 2019
Confidential
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | I-Mab |
Confidential Submission of the Draft Registration Statement on Form F-1 |
Dear Sir/Madam,
On behalf of our client, I-Mab, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s ordinary shares, par value US$0.0001 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act, as amended (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. The Company also confirms that it will publicly file the registration statement previously submitted on a confidential basis at least 15 days prior to any road show in connection with the proposed offering. A registration statement on Form F-6 relating to the ADSs will be filed with the Commission in due course.
Draft Registration Statement
Securities and Exchange Commission
July 29, 2019
Page 2
Financial Information
The Company has included in this submission its audited consolidated financial statements and selected financial information as of December 31, 2017 and 2018 and for each of the two years ended December 31, 2017 and 2018. As an emerging growth company, the Company has omitted its audited consolidated financial statements and selected financial information for the year ended December 31, 2016. Prior to the distribution of a preliminary prospectus, the Company will amend the registration statement to include all financial statements required by Regulation S-X at the date of the amendment.
* * *
Draft Registration Statement
Securities and Exchange Commission
July 29, 2019
Page 3
If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740 4863 or via e-mail at julie.gao@skadden.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours, |
/s/ Z. Julie Gao |
Z. Julie Gao |
cc: | Jingwu Zhang Zang, Chairman of the Board of Directors, I-Mab |
Jielun Zhu, Director and Chief Financial Officer, I-Mab |
Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
Jane Kong, Partner, PricewaterhouseCoopers Zhong Tian LLP |
Li He, Esq., Partner, Davis Polk & Wardwell LLP |