United States securities and exchange commission logo
October 20, 2020
Paraq Saxena
Chief Executive Officer
Eucrates Biomedical Acquisition Corp.
250 W. 55th Street, Suite 13D
New York, New York 10019
Re: Eucrates Biomedical
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 15,
2020
File No. 333-249333
Dear Mr. Saxena:
We have reviewed your amended 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
September 29, 2020 letter.
Form S-1/A filed October 15, 2020
Exhibit 4.4
1. We note that the Form
of Warrant Agreement filed as Exhibit 4.4 provides that the
validity,
interpretation, and performance of the Warrant Agreement shall be brought and
enforced in the courts
of the State of New York or the United States District Court for the
Southern District of
New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be
exclusive. If this provision requires investors in this offering to
bring any such action,
proceeding or claim in the courts of the State of New York or the
United States District
Court for the Southern District of New York, please disclose such
provision in your
registration statement, and disclose whether this provision applies to
actions arising under
the Securities Act or Exchange Act. If the provision applies to
Paraq Saxena
Eucrates Biomedical Acquisition Corp.
October 20, 2020
Page 2
actions arising under the Securities Act or Exchange Act, please also add
related risk
factor disclosure clearly and prominently describing the provision,
describing any risks or
other impacts on investors, and to state that there is uncertainty as to
whether a court
would enforce such provision and that investors cannot waive compliance
with the federal
securities laws and rules and regulations thereunder. If this provision
does not apply to
actions arising under the Securities Act or Exchange Act, please also
ensure that the
provision in the Warrant Agreement states this clearly.
Exhibit 5.1
2. We note that your legal opinion, filed as Exhibit 5.1, opines on the
legality of the ordinary
shares issuable upon the exercise of your warrants. We also note that you
have not
registered the ordinary shares issuable upon the exercise of your
warrants on this
registration statement. Please revise accordingly.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Martin James,
Senior Advisor, at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other
questions.
Sincerely,
FirstName LastNameParaq Saxena
Division of
Corporation Finance
Comapany NameEucrates Biomedical Acquisition Corp.
Office of
Manufacturing
October 20, 2020 Page 2
cc: Daniel Forman
FirstName LastName