United States securities and exchange commission logo
June 10, 2021
Feng Tian
Chairman, President and Chief Executive Officer
Ambrx Biopharma Inc.
10975 North Torrey Pines Road
La Jolla, California 92037
Re: Ambrx Biopharma
Inc.
Registration
Statement on Form F-1
Filed May 28, 2021
File No. 333-256639
Dear Dr. Tian:
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 F-1, Filed May 28, 2021
Business
Legal Proceedings, page 210
1. We note your disclosure
on pages 210-211 concerning the termination of your CFO.
Please revise to
provide the findings of the independent investigation and disclose whether
severance or other
amounts are payable.
Description of American Depositary Shares, page 245
2. We note Section 20 of
the Deposit Agreement filed as Exhibit 4.2 and your revisions to
page 260. We note on
page 259 that your forum selection provision identifies state and
federal courts in New
York, New York as the exclusive forum for certain litigation. Please
disclose whether this
provision applies to actions arising under the Securities Act or
Feng Tian
Ambrx Biopharma Inc.
June 10, 2021
Page 2
Exchange Act. If so, please also state that there is uncertainty as to
whether a court would
enforce such provision. If the provision applies to Securities Act
claims, please also state
that investors cannot waive compliance with the federal securities laws
and the rules and
regulations thereunder. 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 does not apply to actions arising under the Securities Act
or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents and
Deposit Agreement states this clearly, or tell us how you will inform
investors in future
filings that the provision does not apply to any actions arising under
the Securities Act or
Exchange Act.
3. Please revise page 260 to state, as stated in the Deposit Agreement, that
in any case where
the Depositary exercises its right to arbitrate, arbitration of the
relevant dispute is
mandatory.
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 Michael Fay at 202-551-3812 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with
any other
questions.
Sincerely,
FirstName LastNameFeng Tian
Division of
Corporation Finance
Comapany NameAmbrx Biopharma Inc.
Office of Life
Sciences
June 10, 2021 Page 2
cc: Sean Clayton, Esq.
FirstName LastName