United States securities and exchange commission logo
September 11, 2020
Rahul Nayar
Chief Executive Officer
Tenzing Acquisition Corp.
250 West 55th Street, Suite 13D
New York, NY 10019
Re: Tenzing Acquisition
Corp.
Registration
Statement on Form S-4
Filed August 12,
2020
File No. 333-245057
Dear Mr. Nayar:
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 your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form S-4 filed August 12, 2020
Market and Industry Data, page 5
1. We note your statement
that third-party sources contain information from sources believed
to be reliable but
there are no assurances as to the accuracy or completeness of
information. Please
revise the disclosure to clearly state that you are liable for
information included in
your registration statement.
Summary of the Proxy Statement/Prospectus, page 8
2. We note your statement
here and elsewhere in your prospectus that you have "two
platform drugs."
Because FDA approval is dependent on the agency making a formal
determination that a
product candidate is safe and effective, it is premature to describe
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your clinical stage product candidate as a "drug." Please remove or
revise these statements
to make clear that RP5063 and RP1208 are drug candidates or product
candidates.
Material U.S. Federal Income Tax Consequences, page 15
3. We note your disclosure that it is intended that the domestication and
business
combination will constitute tax free reorganizations. Please clarify
that with respect to the
domestication, there is uncertainty as to the tax treatment due to the
absence of guidance
of how the applicable provision of the code applies to a company in
your circumstances.
With respect to the business combination, identify the factual matters
you are currently
not able to determine and indicate how you believe it should be
treated for tax purposes
and what assumptions that treatment is based on.
Questions and Answers
What is the form of consideration that shareholders of Reviva will receive in
return for the
acquisition of Reviva by Tenzing?, page 21
4. Please clarify your estimate that Reviva's shareholders will hold
approximately 52.99% of
the combined company's common stock in the aggregate assumes, among
other things,
that no Tenzing shareholders exercise their redemption rights with
respect to their
ordinary shares.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 32
5. With regards to adjustment five for scenario two, please revise the
note to reconcile the
redemption amount of $21,253,077 to the amount in the pro forma
combined balance
sheet on page 31 of $19,953,077.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page
35
6. With regards to adjustment four, please reconcile the weighted average
shares outstanding
at scenarios one and two to those presented in the pro forma combined
statements of
operations on pages 33 and 34.
Some of Tenzing's officers and directors may be argued to have conflicts of
interest..., page 39
7. Please expand your discussion to disclose the officers' and directors'
aggregate average
investment per share. In addition, clarify that in addition to
Tenzing's officers and
directors being at risk to lose their entire investment if the
transaction is not approved,
their significantly lower investment per share in their Tenzing shares
results in a
difference between a transaction that increases the value of the
officers' and directors'
investment and a transaction that increases the value of the public
shareholders'
investment.
If the conditions to the Merger Agreement are not met..., page 41
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8. Please include a separate risk factor addressing the potential
consequences resulting from
the potential waiver of conditions to the merger.
Risk Factors
There is a risk that a U.S. Holder may recognize taxable gain with respect to
its Tenzing Shares
at the effective time of the Domestication., page 42
9. Please revise your discussion to remove the description of the tax
treatment assuming the
domestication is determined not to be taxable.
Representations and Warranties, page 100
10. Please expand your discussion to describe the representations and
warranties. For
example, what has Reviva represented or warrantied with respect to
capitalization,
permits, litigation, contracts, etc.?
Closing Conditions, page 110
11. Please identify the closing conditions that are subject to waiver.
Background of the Business Combination, page 115
12. Please expand your discussion with respect to each of the targeted
companies that resulted
in a firm offer. In these instances, disclose the initial offer, and
counter offers.
13. Please revise the fourth paragraph on page 117 to disclose the
material terms proposed in
the draft term sheet you delivered to Dr. Bhat and discuss how the
terms changed during
the course of the negotiations.
14. Please identify any meetings where Dr. Bhat's employment by the
combined company
was discussed.
15. It appears that you entered into an exclusivity agreement with Reviva
while you were near
completion on a definitive agreement with Company F. Please explain
how the pending
terms in your negotiation with Company F compared to the terms of your
negotiations with Reviva, whether the ongoing negotiations were an
exception of the
exclusivity agreement or if the negotiations with Reviva were a factor
in terminating your
discussions with Company F.
The Business Combination Proposal
Tenzing s Board s Reasons for the Approval of the Business Combination:,
page 118
16. Please revise your disclosure here and throughout the prospectus to
eliminate any
suggestion that Reviva's product candidates have been or will
ultimately be determined
safe or effective, as only the FDA and foreign government equivalent
regulators have the
authority to make these determinations. For example, we note your
disclosure on page 119
that
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"[RP5063] has demonstrated clinical efficacy and safety for
schizophrenia and
schizoaffective disorders."
"RP5063 also showed efficacy for pulmonary arterial hypertension
(PAH) and
idiopathic pulmonary fibrosis."
In addition, we note your discussion at the bottom of page 193 when
you state
that "RP5063 showed robust efficacy" and again on page 203 when you
state "RP5063
demonstrated robust efficacy for IPF compared to these standards."
Delete these statements indicating the trials have demonstrated safety
and/or efficacy.
You may include a summary of the objective data resulting from the
trials without
presenting yours conclusion(s) about safety and efficacy.
17. We note you disclosure that "the Board was persuaded by RP5063
clinical profile that it
increases the probability of the product being the first in line for
therapy" and your
disclosure that RP5063 is "first-in-class." Given the stage of
development, and your
acknowledgement that obtaining FDA approval is inherently uncertain,
these statements
are speculative and inappropriate. Please revise your registration
statement accordingly. .
18. We note your disclosure in the financial statements and in your
question and answer
section that you will pay transaction expenses incurred in connection
with the Business
Combination, including deferred IPO underwriting fees to your
investment bankers. In
addition, we note your disclosure that certain "representatives of
Tenzing" conducted
business and financial diligence and negotiated that term sheet with
Reviva. Please
disclose whether or not any of your representatives that were part of
the diligence or
negotiations with Reviva are owed or entitled to any of the deferred
IPO underwriting
fees.
Satisfaction of 80% Test, page 122
19. Please disclose the components of the enterprise value calculation.
20. Include a description of the Board's comparable company analysis and
the quantitative
and qualitative factors, including previous offers received by Reviva.
The Charter Amendment Proposal, page 132
21. Please provide your analysis as to why you are not required to
unbundle those changes to
your charter which are not specific to special purpose acquisition
companies into separate
proposals. Refer to Rule 14a-4(a)(3) of Regulation 14A as well as
Question 201.01 of the
Division s Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Tenzing
Results of Operations, page 155
22. We note your disclosure that you had net income of $155,766 but your
income statement
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indicates a net loss for the quarter ended May 31, 2020. Please revise
to correct this
inconsistency.
Information About Reviva Pharmaceuticals, Inc., page 189
23. With respect to your pipeline table on page 189, it appears that you
identified an unnamed
product candidate for a "Sleep Disorder" program that just entered the
preclinical stage,
but do not disclose any additional details on the product candidate
elsewhere in the
prospectus. To the extent this is a unique material product candidate
or program, please
discuss it individually. Product candidates and programs that are not
material to your
current operations should not be included in your pipeline table.
24. Please revise your pipeline table to reduce the length of the arrows
for your product
candidates to correspond to their actual stage of development. As one
example, we note
that the arrows indicate that you have began Phase 3 trial for RP5063
for schizophrenia,
but your disclosure indicates that you plan to initiate a Phase 3
trial and have not yet
commenced it.
RP5063 Phase 2 Clinical Study in Acute Schizophrenia, page 193
25. Please revise your graphics throughout as applicable so that the text
is legible. For
example, Figure 4 and Figure 6 on pages 194 and 196, respectively
contain text that is
unclear and difficult to read.
Intellectual Property, page 208
26. We note your disclosure throughout this section that you have certain
U.S. patents and
pending patent applications as well as patents and pending patent
applications in "foreign
countries." Please revise this section to specifically identify all
material foreign
jurisdictions where patents are granted or patent applications are
pending and also include
the patent expiration dates and expected expiration dates for pending
patent applications
for each material foreign jurisdiction.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Reviva
Financial Overview
Research and Development Expenses, page 218
27. We note that Reviva focuses its resources on research and development
activities. We also
reference the table for development status of Reviva's product
pipleline portfolio on page
190. It's not apparently clear from the table or the disclosures, the
current phase of clinical
development that each product candidate is in or how the Company
tracks R&D
expenses. Please revise disclosures to provide the following
information:
For your key research and development projects, please disclose
the following:
o The current status of the project;
o The costs incurred during each period presented and to
date;
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o The nature of efforts and steps necessary to complete the
project;
o The extent and nature of additional resources that need to
be obtained if current
liquidity is not expected to be sufficient to complete the
project; and
o Whether a future milestone such as completion of a
development phase, date of
filing an NDA with a regulatory agency, or approval from a
regulatory agency
can be reliably determined.
For the remainder of projects not considered individually
significant, tell us the
composition of the total R&D expense for each period presented.
This can take a
variety of forms but is mainly driven by how the projects are
managed and how they
are reported within the organization.
If based on a known event, trend, demand, commitment or
uncertainty, future R&D
expense or the mix of R&D expense is reasonably likely to differ
from current trends,
please tell us the reasons for and the amount of the expected
change.
Management of the Company Following the Business Combination, page 234
28. Please include a biography of Marc Cantillon or cross reference the
specific section. In
addition, please disclose for each director, the specific experience,
qualifications,
attributes or skills that led to the conclusion that the person should
serve as a director of
the combined company in light of the combined company's business and
structure. See
Item 401(e)(1) of Regulation S-K.
29. Please also separately provide executive compensation information for
the named
executive officers of the continuing company, as required by Item
19(a)(7) of the Form S-
4.
General
30. Please provide us with copies of the materials that your financial
advisors prepared and
shared with your board in connection with this transaction, including
any board books,
transcripts and summaries of oral presentations made to the board. We
may have
additional comments after we review those materials.
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 Christine Torney at 202-551-3652 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Suzanne Hayes at 202-551-3675 with
any other
questions.
Rahul Nayar
Tenzing Acquisition Corp.
September 11, 2020
Page 7
Sincerely,
FirstName LastNameRahul Nayar
Division of Corporation Finance
Comapany NameTenzing Acquisition Corp.
Office of Life Sciences
September 11, 2020 Page 7
cc: Tamar Donikyan, Esq.
FirstName LastName