United States securities and exchange commission logo
June 2, 2021
Matthew Hammond, Ph.D.
Chief Financial Officer
Therapeutics Acquisition Corp.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Re: Therapeutics
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 25, 2021
File No. 333-254600
Dear Dr. Hammond:
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 May
19, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
The Board's Reasons for the Business Combination, page 110
1. We reissue comment 5.
Rather than revise to disclose what was addressed at the October
28, 2020 board meeting
as requested, you deleted all disclosure regarding the meeting.
Revise to address what
aspect of the "potential business combination targets" were
addressed at the
October 28, 2020 board meeting. Clarify the targets to which you refer
when you state on page
104, "RACA s management team did not pursue a potential
transaction with the
other potential acquisition targets for a variety of factors, including
the ability to reach a
valuation that was acceptable to both sides and mutual decisions to
Matthew Hammond, Ph.D.
Therapeutics Acquisition Corp.
June 2, 2021
Page 2
pursue potential alternative transactions." Your revised disclosure
regarding Company A
and Company B indicates that RACA terminated the discussions, not that
the decision was
mutual.
2. Refer to comments 7 and 8. Disclose the "cash runway" information
POINT provided, or
provide your analysis why this information would not be material to
investors. Revise
your disclosure to address this information in laypersons terms, or
otherwise define your
understanding of the term "cash runway" at its first use.
3. We reissue comment 10. Our comment sought clarification of how the
initial $565
million amount was determined as the amount to be included in the
January 14, 2021
offer, not the discount-to-comparables rationale, which you have
disclosed. You disclose
that it was believed POINT should be valued at a discount to Endocyte,
Inc. and
Advanced Accelerator Applications S.A., but as those companies were
valued at $1.8
billion and $3.7 billion, respectively, at the relevant time, as
disclosed on page 115,
whereas the initial offer for POINT was $565 million, there was a wide
range of potential
valuations. We note, for example, that in discussing those same
companies on page 115,
you disclose that "the implied enterprise value for POINT of $639
million was at a
discount to each of the market capitalizations of the Precedent
Transaction
Comparables." Clarify what calculations were made or what discount
valuation was used
to determine that opening offer of $565 million.
U.S. Federal Income Tax Considerations, page 135
4. We reissue comment 11. You provide disclosure of tax consequences to
current RACA
shareholders if they elect to redeem their shares, and for those who
do not redeem, you
added disclosure that, "[i]f a holder of RACA Common Stock does not
elect to have their
RACA Common Stock redeemed for cash in the Redemption, then such
holder will not
have a sale, taxable exchange or taxable redemption of such common
stock . . . and will
recognize no taxable gain or loss as a result of the consummation of
the Business
Combination." RACA shareholders who do not redeem, however, will have
their RACA
shares exchanged for shares in New POINT. Tell us why, or revise to
clarify why the
same potential and uncertain tax consequences of the business
combination pursuant
to Section 368(a), and why the holding period calculations and other
information provided
with respect to original POINT shareholders (described beginning on
page 141) does not
also apply to RACA public shareholders.
Information About Point, page Hammond,
FirstName LastNameMatthew 169 Ph.D.
Comapany
5. NameTherapeutics
We reissue comment 14.Acquisition Corp.
We note the graphic reoriented on page 181;
however, the font
June 2,is2021
smaller
Pagethan
2 in the prior amendment and is not legible. Please revise.
FirstName LastName
Matthew Hammond, Ph.D.
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond, Ph.D.
Comapany
June 2, 2021NameTherapeutics Acquisition Corp.
June 2,
Page 3 2021 Page 3
FirstName LastName
You may contact Eric Atallah at (202) 551-3663 or Brian Cascio at (202)
551-3676 if
you have questions regarding the financial statements and related matters.
Please contact Abby
Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Laurie Burlingame, Esq.