February 7, 2019
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.
Registration Statement on Form S-4
Filed January 4, 2019
File No. 333-229127
Dear Mr. Tong:
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. Unless
we note
otherwise, our references to prior comments are to comments in our November 30,
2018 letter on
your preliminary proxy statement on Schedule 14A, filed on November 2, 2018.
Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Xynomic's Business, page 22
1. We note from your disclosure that you have not yet started the Phase 2
trial for XP-105.
Please revise the table to shorten the applicable arrow. For each of
your planned clinical
trials that will be in Phase 1/2, please revise the arrow to reflect
that you have not
completed Phase 1 trials. In addition, for your planned clinical trials
that will start as
Phase 2, please revise the arrow to indicate that you have completed
Phase 1 trials but
have not started Phase 2.
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany NameBison Capital Acquisition Corp.
February 7, 2019
February 7, 2019 Page 2
Page 2
FirstName LastName
Risk Factors, page 28
2. Please expand your discussion in the Prospectus Summary to include a
summary of your
material risks.
Our Proposed Amended and Restated Charter provides for an exclusive forum. . .,
page 47
3. We note your response to prior comment 7. Please disclose whether your
exclusive forum
provision applies to actions arising under the Securities Act. In that
regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder. If this provision applies to claims
arising under the
Securities Act, then please disclose that there is uncertainty as to
whether a court would
enforce such provision and to state that shareholders will not be
deemed to have waived
your compliance with the federal securities laws and the rules and
regulations thereunder.
If this provision does not apply to actions arising under the
Securities Act, please also
ensure that the exclusive forum provision in the governing documents
states this clearly.
Unaudited Pro Forma Condensed Combined Financial Information , page 85
4. Please revise footnote (3) to the pro forma balance sheet to set forth
the information
necessary to determine how the adjustment to reflect maximum
redemptions was
calculated and how that adjustment reflects the $2,499,999 that would
be transferred to
permanent equity should the redemptions occur.
Background of the Business Combination, page 109
5. We note your revised disclosure in response to our prior comment 17,
and in particular
management's consideration of Venture's initial report on the fair
value of Xynomic.
Please note that if a report, opinion or appraisal materially related
to the transaction has
been received from an outside party and referred to in the prospectus,
your disclosure
must provide the information required by Item 1015(b) of Regulation
M-A with respect to
such report, opinion or appraisal. In addition, any written materials
contained or used in
the report, as well as the consent of the outside party, must be filed
as exhibits to the Form
S-4. Please refer to Items 4(b) and 21(c) of Form S-4. In the
alternative, please tell us
why you do not believe that Items 4(b) and 21(c) apply.
The Domestication Proposal
Material U.S. Federal Income Tax Consequences of the Domestication, page 135
6. We note that you will file a tax opinion in a future amendment.
However, we note
statements throughout stating that it is intended that the transaction
will constitute a tax-
free reorganization within the meaning of Section 368(a)(1)(F) of the
Code. Please revise
your prospectus disclosure to provide a firm conclusion regarding
treatment of the
transaction under Section 368(a) and remove language stating that it
is intended that, or
James Jiayuan Tong
FirstName LastNameJames Jiayuan Tong
Bison Capital Acquisition Corp.
Comapany NameBison Capital Acquisition Corp.
February 7, 2019
February 7, 2019 Page 3
Page 3
FirstName LastName
generally, certain material tax consequences will apply. Refer to
Section III of Staff Legal
Bulletin No. 19 for guidance. To the extent you will file a short-form
opinion
and counsel's opinion will be under "U.S. Federal Income Tax
Consequences to U.S.
Holders" in the prospectus, please revise your disclosure to provide a
firm conclusion in
this section regarding the material federal income tax consequences to
investors, clearly
state that the conclusion is the opinion of counsel, and remove any
statement that assumes
the material tax consequences at issue (e.g., "[i]f the Domestication
qualifies as an F
Reorganization"). Please also remove the statement that this section
is for informational
purposes only.
Information about Xynomic
Abexinostat, page 173
7. We refer to your revised disclosure in response to prior comment 24,
which states the
occurrence of various adverse events. Please revise to specifically
disclose all serious
adverse events that occurred in the various prior trials (and not just
the most frequent),
whether or not treatment related. Also, as previously noted, please
define or otherwise
explain each of the terms "complete response," "durable response" or
"duration of
response," "partial response," "progression-free survival," "overall
survival" (and noting
differences in how the terms are defined if such terms differed among
the trials). We also
continue to note that you have included references to various medical
journals in your
discussion of trial results for abexinostat. As previously noted,
referring investors to
sources outside of your filing for material information is not
sufficient to meet your
disclosure obligation. Please revise to ensure all material
information is included in your
filing.
8. We note your revised disclosures in response to prior comments 26 and
27. However, we
continue to note references to signs of efficacy in your discussions
of abexinostat and with
respect to XP-105. Please revise any statements that suggest your
product candidates are
effective.
9. We refer to your revised disclosure on page 177 in response to prior
comment 28. Please
further revise to clarify which of your partners are supplying the
drugs in combination
trials for free and which partners are supplying them at wholesale
prices. In addition, to
the extent that your partners are providing these drugs as part of a
collaboration or other
type of material agreement, please revise your disclosure to include
the material terms of
such agreements and file such agreements as exhibits.
Intellectual Property, page 186
10. Please file the license agreements described in this section as
material agreement exhibits
or tell us why you believe you are not required to file the
agreements.
James Jiayuan Tong
Bison Capital Acquisition Corp.
February 7, 2019
Page 4
Executive and Director Compensation of Xynomic, page 227
11. Please revise to provide additional disclosure regarding executive
compensation awarded
in fiscal year 2018.
Xynomic Related Person Transactions, page 246
12. Please file a copy of the Bridge Loan Agreement with Yinglin Mark Xu as
an exhibit to
the registration statement or tell us why you believe you are not
required to file the
agreement.
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 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.
Sincerely,
FirstName LastNameJames Jiayuan Tong
Division of
Corporation Finance
Comapany NameBison Capital Acquisition Corp.
Office of Healthcare
& Insurance
February 7, 2019 Page 4
cc: Arila Zhou
FirstName LastName