United States securities and exchange commission logo
May 5, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re: Virax Biolabs Group
Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed April 25,
2022
No. 333-263694
Dear Mr. Foster:
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 April
7, 2022 letter.
Amendment No. 1 to Form F-1 filed April 25, 2022
Cover page
1. We note your response
to prior comment 5 and your disclosure that you conduct a
"substantial majority"
of your operations through operating entities established in
Singapore and the
British Virgin Islands. Please revise this disclosure to clarify that you
are referring to sales
and trading activities. In this regard, we note your disclosure on page
2 that your Chinese
subsidiary Shangai Xitu Consulting Co., Limited is primarily engaged
in procurement, that
you predominantly rely on key third-party suppliers in China and
Hong Kong for product
manufacturing and utilize a third-party logistics company in Hong
Kong for distribution
of your products.
James Foster
Virax Biolabs Group Limited
May 5, 2022
Page 2
Conventions that apply to this prospectus, page ii
2. Please revise the definition of "PRC" or "China" to include Hong Kong
and Macau.
Government Regulations and Approvals for this Offering, page 7
3. We note your response to prior comment 8. Please revise this disclosure
to explicitly
address the consequences to you and your investors if you or your
subsidiaries
inadvertently conclude that such permissions or approvals are not
required.
Exhibits
4. We note your response to prior comment 18. Please revise Exhibit 5.1 to
address the
legality of the ordinary shares underlying the Underwriter's Warrants.
In this regard, we
note the opinion provided in Exhibit 5.2 opines that the ordinary shares
underlying the
Underwriter's Warrants have been "duly authorized" and "will be legally
binding
obligations of the Company...." Refer to Item 601(b)(5) of Regulation
S-K and Staff Legal
Bulletin No. 19, Section II.B.1.
You may contact Gary Newberry at 202-551-3761 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
FirstName LastNameJames Foster
Division of
Corporation Finance
Comapany NameVirax Biolabs Group Limited
Office of Life
Sciences
May 5, 2022 Page 2
cc: Lawrence Venick, Esq.
FirstName LastName