United States securities and exchange commission logo
October 21, 2020
Segolene Scarborough
Chief Financial Officer and Treasurer
Lux Health Tech Acquisition Corp.
920 Broadway, 11th Floor
New York, NY 10010
Re: Lux Health Tech
Acquisition Corp.
Registration
Statement on Form S-1
Filed October 9,
2020
File No. 333-249427
Dear Ms. Scarborough:
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.
Registration Statement on Form S-1
Summary
The Offering, page 8
1. We note your disclosure
on page 28 that your officers and directors have agreed not to
become an officer or
director of any other special purpose acquisition company with a
class of securities
registered under the Exchange Act until you have entered into a
definitive agreement
regarding your initial business combination or you have failed to
complete your initial
business combination within 24 months after the closing of this
offering. Please tell
us where such agreement is set forth. For example, we do not see a
related provision in
the form of letter agreement among the registrant and each director
and executive officer
of the registrant filed as Exhibit 10.2.
Segolene Scarborough
FirstName
Lux HealthLastNameSegolene Scarborough
Tech Acquisition Corp.
Comapany
October 21,NameLux
2020 Health Tech Acquisition Corp.
October
Page 2 21, 2020 Page 2
FirstName LastName
Risk Factors, page 31
2. We note your response to prior comment 1 that you have deleted the
disclosure in the
registration statement that the company may pursue business
combination opportunities in
any sector. We also note that you have removed related risk factor
disclosure. However,
we also note that there do not appear to be limitations in your form
of second amended
and restated certificate of incorporation as to the industries or
sectors that you may pursue
for your initial business combination. Please restore your risk factor
disclosure and
reference such disclosure in the letter on page ii, or tell us why
this does not present a
material risk.
Exhibits
3. We note that with respect to actions arising under the Securities Act
or Exchange Act,
your disclosure on pages 64 and 133 regarding the exclusive forum
provision in your
second amended and restated certificate of incorporation does not
appear to be consistent
with the scope of the provision included in the form of second amended
and restated
certificate of incorporation filed as Exhibit 3.3. Please revise.
Please also revise your
prospectus to state that there is uncertainty as to whether a court
would enforce such
provision. 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. In addition,
please revise your disclosures at pages 64 and 133 to clarify, if
true, that this provision
will appear in your "second amended and restated certificate of
incorporation."
4. We note that the form of warrant agreement, filed as Exhibit 4.4,
provides that the
company agrees that any action, proceeding or claim against it arising
out of or relating in
any way to the 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. We note
also that the company waives any objection to such "exclusive"
jurisdiction. 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 actions arising under the
Securities Act or
Exchange Act, please also add related risk factor disclosure. 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.
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.
Segolene Scarborough
Lux Health Tech Acquisition Corp.
October 21, 2020
Page 3
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 Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding
comments on
the financial statements and related matters. Please contact Liz Packebusch,
Staff Attorney, at
(202) 551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other
questions.
Sincerely,
FirstName LastNameSegolene Scarborough
Division of
Corporation Finance
Comapany NameLux Health Tech Acquisition Corp.
Office of Energy &
Transportation
October 21, 2020 Page 3
cc: Ryan Maierson
FirstName LastName