United States securities and exchange commission logo
June 16, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re: Virax Biolabs Group
Limited
Amendment No. 3 to
Registration Statement on Form F-1
Filed June 7, 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.
Amendment No. 3 to Registration Statement on Form F-1
Explanatory Note, page i
1. We note the use of a
public offering prospectus and a resale prospectus. Revise the public
offering prospectus to
prominently disclose on the cover page and in the summary
the resale offering. We
note, for example, in the public offering prospectus, your first
substantive disclosure
regarding the selling shareholders is in the risk factor on page 63,
and then not again
until the Principal Shareholders table on page 146. Please also update
your discussion of the
Lock Up Agreements on page 165 to address the resale offering.
Additionally, revise
the cover page of the resale prospectus to include the information
from the cover page of
the public offering prospectus, including the disclosure related to
your organizational
structure, risks related to operations in China or Hong Kong, how you
will refer to the
holding company and subsidiaries and how cash is transferred in your
James Foster
Virax Biolabs Group Limited
June 16, 2022
Page 2
organization. Finally, we note the Legal Matters section in the resale
prospectus does not
delete the reference to the underwriters or their legal counsel.
2. In the Alternate Pages for the resale prospectus, please revise to
disclose a fixed price (or
a range) at which the selling stockholders will sell their shares until
the securities are
quoted on the Nasdaq Capital Market, after which the securities may be
offered and sold
at prevailing market prices or at negotiated prices. Refer to Item
501(b)(3) of Regulation
S-K.
Prospectus Summary, page 1
3. Revise the summary to highlight the disparate voting rights between
holders of Class A
and Class B stock, and the aggregate voting power of your Class A and
Class B ordinary
shares held by your directors, officers and principal shareholders after
the offering, all as
disclosed in the risk factor on page 63. Also revise the diagram of your
corporate
structure on page 7 to reflect the two classes of stock and their
respective ownership and
voting rights.
Legal Matters, page 176
4. You state that legal matters as to PRC law will be passed upon by Zhong
Lun Law
firm. We note your references to your PRC Legal Advisor, Zhong Lun Law
Firm, on
pages 8-9 and 47-51 and 131. We note also the consent of Zhong Lun Law
Firm filed as
Exhibit 23.5. Please have counsel file an opinion as an exhibit to the
registration
statement.
You may contact Gary Newberry at (202) 551-3761 or Kevin Kuhar (202)
551-3662 if
you have questions regarding 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
June 16, 2022 Page 2
cc: Lawrence Venick, Esq.
FirstName LastName