November 30, 2018
James Jiayuan Tong
Chief Executive Officer
Bison Capital Acquisition Corp.
609-610 21st Century Tower
No. 40 Liangmaqiao Road
Chaoyang District, Beijing 100016 China
Re: Bison Capital Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 2, 2018
File No. 001-38120
Dear Mr. Tong:
We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1. You state in the third paragraph of your proxy statement cover page that
your
domestication proposal relates to your re-domicile from the British
Virgin Islands to
Delaware, and indicate that in connection therewith, each of your
currently issued and
outstanding ordinary shares will automatically convert into shares of
common stock of the
Delaware corporation on a one-for-one basis. Please tell us why you
believe the
domestication transaction is exempt from registration under the
Securities Act of 1933.
Alternatively, please file a registration statement registering the
domestication.
2. We note that shareholders are required to affirmatively vote either for
or against the
business combination proposal in order to exercise redemption rights. It
does not appear
that this requirement is contained in your memorandum and articles of
association. Please
explain the basis for this requirement.
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany 30, 2018
November NameBison Capital Acquisition Corp.
November 30, 2018 Page 2
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Questions and Answers about the Proposals for Shareholders
Q: Who at Bison has approved the Merger Agreement and the Business
Combination?, page 15
3. Revise to also explain the impact of the Voting Agreement that certain
Bison shareholders
have entered into and which you reference on page 109, including a
discussion of the
percentage of shares represented by the agreement.
Summary of the Proxy Statement
Xynomic's Business, page 22
4. We note that your pipeline table here and on page 167 includes the
pre-clinical programs
XP-103 and XP-104. You also state here that they are in the early
pre-clinical phase, and
your narrative disclosure only briefly discusses these programs.
Please explain to us why
you believe these programs are sufficiently material to your business
to be included in
your pipeline table.
5. We note your statements here and elsewhere in the filing that you
intend to invest in
potentially best-in-class and first-in-class drug candidates. The
terms "first-in-class" and
"best-in-class" suggest that the product candidates are effective and
likely to be approved.
To the extent your strategy is to invest in product candidates that
have not yet received
approval, please delete such references in your filing, as well as
references to pursuing the
development of abexinostat and XP-102 under the best-in-class
strategy. You may discuss
how your product candidates' technology differs from existing
technology, or how you
intend to invest in products that have such technology or are further
along in the
development process. Similarly, it is not appropriate to refer to your
product candidates
as having a "potent" effect or "potency," as such statements indicate
your conclusions
regarding the efficacy of your product candidates. Please also delete
such references in
your filing.
6. Please balance the disclosure in your Summary by clearly stating that
Xynomic has not
yet completed any clinical trials to date. Please disclose that all
clinical stage trials
referenced in the pipeline table were conducted by third parties.
Risk Factors, page 34
7. We note that your proposed amended and restated charter included as
Annex D provide
for an exclusive forum for any derivative action or proceeding brought
on your behalf.
Please revise to include a risk factor discussing this provision and
to explain how such a
provision may limit a shareholder's ability to bring a claim in a
judicial forum that it finds
favorable for such disputes and may discourage lawsuits with respect
to such claims. In
addition, such disclosure should state whether the charter provision
applies to actions
arising under the Securities Exchange Act. Also ensure that the
exclusive forum provision
in your proposed organizational documents clarifies its applicability.
In this regard, we
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany 30, 2018
November NameBison Capital Acquisition Corp.
November 30, 2018 Page 3
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regulations thereunder. Also include a reference to the exclusive
forum provision in your
charter amendment proposal and the related disclosure.
Risks Related to Doing Business in China, page 57
8. To the extent material, please add disclosure regarding limitations on
the ability of
Xynomic's subsidiaries to pay dividends to you and Xynomic.
Our executive officers, directors, principal shareholders . . .,, page 67
9. Please expand your risk factor to also disclose the large percentage
of insider ownership
that is expected following the Business Combination, and its
significance.
Unaudited Pro Forma Condensed Combined Financial Information, page 84
10. Please revise footnote (3) to the pro forma balance sheet to clarify
how the adjustments
reflected therein result in the trust account maintaining the minimum
required balance of
$7.5M. Presenting the adjustments in a self-balancing format may be
helpful.
11. Using the formula discussed in the introduction to these financial
statements, please revise
to disclose how you calculated the number of Bison's shares that will
be issued in the
recapitalization as reflected in footnote (4) to the pro forma balance
sheet. Presenting the
calculation in a self-balancing format may be helpful.
12. Please revise your disclosure on page 89 to remove the reference to
interim financial
statements in footnote (C) to the pro forma statement of operations or
explain why that
reference is appropriate.
Xynomic Tax Opinion, page 105
13. As it appears that the tax consequences of the merger are material and
the tax opinion is a
waivable condition, please state in the filing that you will
recirculate and resolicit if the
condition for Xynomic to receive the tax opinion is waived and the
change in tax
consequences is material.
Background of the Business Combination, page 109
14. Substantially revise your background section to provide details
regarding the negotiations
that led to the finalization of the key terms of the proposed business
combination. For
example, it is not clear how the parties determined the type and
amount of consideration
or that certain of the consideration should be in the form of Earnout
Shares. Also expand
your discussion of the merger agreement to identify the material terms
negotiated and
discuss how the issues were resolved. In addition, please expand your
disclosure
regarding your consideration of the other potential acquisition target
that you reference in
the second bullet in the penultimate paragraph on page 109.
15. Please expand your discussion in the penultimate paragraph on page 110
to disclose the
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany 30, 2018
November NameBison Capital Acquisition Corp.
November 30, 2018 Page 4
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FirstName LastName
material terms of the letter of intent you entered into with Xynomic,
including for
example, the type and amount of consideration offered and whether
there was an
exclusivity provision.
16. Your disclosure in the second paragraph on page 111 indicates that you
formed a special
committee on or after May 25, 2018, but you also reference the special
committee having
taken action in February 2018 on page 110. Please revise to clarify
the formation of your
special committee.
17. You state in the first paragraph on page 111 that you formally decided
to engage Venture
as a financial advisor. Please revise this section to explain
Venture's role.
Opinion of Financial Advisor to the Special Committee, page 115
18. Expand the disclosure regarding Cassel Salpeter's selected companies
analysis to disclose
the underlying data used to calculate the implied enterprise value
reference range. Please
also describe the drug portfolios for the selected companies,
including the number of drug
candidates and associated clinical stages of such candidates and
whether the companies
have commercial drug products.
19. We note that the disclosure on page 116 states that Cassel Salpeter
relied on the Xynomic
Projections and the Earnout Projections when preparing its analysis.
Please revise your
filing to disclose these projections.
Sources and Uses for the Business Combination, page 122
20. We refer to your statement in your risk factor on page 68 that you
also expect to pay
$1,811,250 in fees to your financial advisors and for banking fee
payable to the
underwriters. This amount does not appear to be reflected in your
tables. Please reconcile
your disclosures or advise.
The Domestication Proposal, page 129
21. Please revise to clarify what you mean by the bullet stating "[r]ights
and options" on page
130.
22. Please revise the Recommendation of the Board at the bottom of page
136 so that it
reflects the Domestication Proposal.
Abexinostat as a monotherapy in Follicular Lymphoma, page 166
23. You state that Xynomic is conducting a "pivotal" Phase 2 trial for
abexinostat, and your
pipeline table shows that this trial and two other planned trials will
also be pivotal trials.
Please explain the basis for your belief that the FDA or another
comparable regulatory
authority has agreed that these trials will be sufficient for the
approval of the
commercialization of this product candidate for these indications.
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany 30, 2018
November NameBison Capital Acquisition Corp.
November 30, 2018 Page 5
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FirstName LastName
Information about Xynomic, page 166
24. Expand your disclosure throughout this section to discuss the various
specific results from
all prior and ongoing trials, including the duration of each trial,
the number of subjects or
patients in such trials, how the drug candidates were administered,
who conducted and/or
sponsored the trials, the dosages used, and all serious adverse events
that were
experienced, including the number of patients that experienced such
SAEs. With respect
to the disclosure of each such trial, state the primary and secondary
endpoints and whether
they were met. To the extent you refer in your disclosure to "complete
response,"
"durable response" or "duration of response," "partial response,"
"ORR," "progression-
free survival," or "overall survival," please clearly explain what
each term means and
clarify the number of partial responses versus complete responses, as
relevant, including
whether both were considered in determining ORR. We also note that you
have included
references to various medical journals. Note that referring investors
to sources outside
your filing for material information is not sufficient to meet your
disclosure obligation.
Please revise your disclosure to ensure that all material information
is included in your
filing.
25. Where the prior trials were conducted by, or in partnership with, a
third party, please
revise to explain whether you own all the clinical data from such
trials, and if not, the
extent of your rights to use such data.
26. Please remove your statements throughout this section that suggest
that your product
candidates are safe or effective. For example, we note your statements
that certain
treatments resulted in "significant durable responses" and that
pre-clinical studies have
demonstrated robust efficacy. Determinations as to safety and efficacy
are within the sole
authority of the FDA or comparable foreign regulatory authority.
Key Findings of Prior Trials, page 171
27. Please substantially revise this section to remove any statements that
suggest that your
products in clinical development are effective or are superior to
currently approved
treatments. This includes all statements on pages 171-172 which make
conclusions as to
the efficacy of abexinostat, such as its capacity for efficient tumor
cell killing or a
demonstration of synergistic efficacy, as well as all disclosure
comparing the safety and
efficacy to current treatment options, including the data presented in
Figures 4 and 5. It is
not appropriate to make such comparisons unless you have conducted
head-to-head trials.
Ongoing Clinical Studies, page 173
28. For each of your ongoing or planned trials that involve third parties,
please revise to
explain the role of the third parties and who will be responsible for
paying for the trials.
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany 30, 2018
November NameBison Capital Acquisition Corp.
November 30, 2018 Page 6
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29. Please present materially complete descriptions of all ongoing
clinical studies. For
example, we note your statement that the observed safety profile for
one Phase 2 trial that
used a different dosing schedule was not as good as a Phase 2 trial
with a week-on-week-
off dosing schedule. The results of all trials should be discussed and
placed in proper
context regardless of the outcome of the results. Please revise your
disclosure
accordingly.
Intellectual Property, page 179
30. Please revise your disclosure regarding the Pharmacyclics agreement to
explain the
obligations to Applera Corporation you reference in the last sentence
in the second
paragraph. Also revise your discussion regarding the royalties under
the Boehringer
Ingelheim agreement to state the royalty payments within a 10% range.
Please also revise
to state when the patents underlying the royalty term for both
agreeements are expected to
expire.
Executive Officers and Directors, page 183
31. Please disclose when Xynomic's officers and directors commenced
holding their
positions. Also expand the discussion regarding the experience of Dr.
Yu to discuss his
business experience during the past five years. Please provide similar
information for
Mrs. Fei Ye. Refer to Item 401 of Regulation S-K.
Certain Relationships and Related Party Transactions, page 236
32. Please revise to add disclosure regarding Xynomic's consulting
agreements with Ying
Zhang and Grand Ascent Group Limited, which is affiliated with
Xynomic's COO. Please
also identify the affiliate of the Sponsor with which you have an
agreement. Refer to Item
404(a) and (d)(1) of Regulation S-K.
Index to Financial Statements, page F-1
33. Please revise the index to Xynomic's financial statements on page F-1
to remove the
reference to the condensed consolidated balance sheet at December 31,
2017 presented
with the condensed consolidated balance sheet at June 30, 2018 as
"unaudited" as it is
derived from the company's audited financial statements. Similarly,
revise the title
heading for that balance sheet on page F-45 to remove the reference to
it as "unaudited",
and mark only the column for the period June 30, 2018 as unaudited.
General
34. Please provide us with copies of the materials that the financial
advisors prepared
and shared with your board in connection with the business
combination, including any
board books, transcripts and summaries of oral presentations made to
the board. We may
have additional comments after we review those materials.
James Jiayuan Tong
Bison Capital Acquisition Corp.
November 30, 2018
Page 7
35. Please include a copy of the proxy card with your amended proxy
statement.
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.
You may contact Paul Cline at 202-551-3851 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any
other questions.
FirstName LastNameJames Jiayuan Tong Sincerely,
Comapany NameBison Capital Acquisition Corp.
Division of
Corporation Finance
November 30, 2018 Page 7 Office of
Healthcare & Insurance
FirstName LastName