United States securities and exchange commission logo
July 20, 2022
Robert Striar
Chief Executive Officer
Bull Horn Holdings Corp.
801 S. Pointe Drive, Suite TH-1
Miami Beach, Florida 33139
Re: Bull Horn Holdings
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 6, 2022
File No. 333-265206
Dear Mr. Striar:
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 June
22, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 28
1. We note your response
to prior comment 8. We note the additional disclosures provided
on page 29 related to
these warrants. Please further expand your disclosures to explain
your basis for not
attributing any value to the assumed warrants to purchase
1,319,197 shares.
2. We note your response
to prior comment 11. We remind you that Rule 11-01(a)(8) of
Regulation S-X states
that you should reflect transactions that have occurred or are
probable of occurring.
Based on the additional disclosures provided, including
that Coeptis is in the
process of performing its due diligence of the applicable assets and
therefrom determining
whether or not this transaction will be pursued, it is not clear how
Robert Striar
FirstName LastNameRobert
Bull Horn Holdings Corp. Striar
Comapany
July NameBull Horn Holdings Corp.
20, 2022
July 20,
Page 2 2022 Page 2
FirstName LastName
you determined this transaction was probable. Please further advise or
revise your
disclosures as necessary.
3. We note your response to prior comment 15. It appears that $1.75
million of deferred
underwriting fees of the total $6.7 million transaction expenses were
forgiven. It is not
clear why there is an adjustment of $6.7 million to cash and how the
forgiveness of this
amount is reflected in your pro forma financial information. Please
advise and revise your
disclosures as necessary.
Closing Conditions, page 94
4. We note your response to prior comment 21 and your revised disclosure
on page 94 of the
registration statement noting that you intend to qualify for listing
on the Nasdaq Capital
Market. Given the current trading price of Coeptis Therapeutics
stock, please tell us in a
response how you anticipate meeting the $4.00 per share requirement.
Additionally,
please specify the precise Nasdaq listing standard that the combined
company anticipates
it will qualify under. If you anticipate that the combined company
will qualify under the
Nasdaq Capital Market equity standard, please explain how you plan to
fulfill the
requirement that the combined company have a two year operating
history. If you intend
to rely upon a different listing standard, please tell us which one
and how you intend to
qualify under that standard. Finally, please tell us whether you have
engaged with Nasdaq
in any discussions about whether the combined company would qualify
for listing. If so,
please tell us what information was shared between you and Nasdaq
during those
discussions.
5. We also note your revised disclosure in response to prior comment 21
that Nasdaq listing
is a closing condition that could be waived by the parties without
recirculation or
resolicitation unless you determine that such waiver would render the
disclosure
previously disclosed to Bull Horn s shareholders materially
misleading. Please provide us
with your analysis as to why recirculation or resolicitation would not
be required if this
condition were waived. Please include in your analysis why the holders
of the public
shares would not view the listing on Nasdaq as a material part of
their voting decision or
decision as to whether to exercise their redemption rights.
Description of Negotiation Process with Candidates Other Than Coeptis, page 98
6. We note your response to prior comment 26 and your revised disclosure
about how the
PIPE market was less favorable in March 2022. Please provide further
disclosure about
how and why the PIPE market was "less favorable in March 2022 for
companies such as
Company D, compared to the market conditions in earlier 2022 and in
2021."
Description of Negotiation Process with Coeptis, page 99
7. We note your response to prior comment 28 and your revised disclosure
about how Bull
Horn expanded its search to targets in various other industries.
Please provide further
disclosure regarding the other industries that Bull Horn explored and
explain why Bull
Robert Striar
FirstName LastNameRobert
Bull Horn Holdings Corp. Striar
Comapany
July NameBull Horn Holdings Corp.
20, 2022
July 20,
Page 3 2022 Page 3
FirstName LastName
Horn's management believed that a transaction with Coeptis provided a
more compelling
opportunity and created greater shareholder value than targets in
other potential
industries.
8. We note your response to prior comment 30. Please provide further
disclosure
regarding the valuation negotiations between Bull Horn and Coeptis.
For example, please
disclose who proposed the valuation and how the parties agreed to the
$175 million
purchase price that was contemplated by the LOI.
Collaborations for Product Development - Research and Development
Vy-Gen Bio, Inc., page 180
9. We note your disclosure that the CD38-GEAR-NK drug product candidate
is designed to
enable combination therapy with anti-CD38 mAbs. Please clarify whether
Vy-Gen has
entered into or is actively pursuing a license and/or
collaboration/supply agreement with
developers of anti-CD38 mAbs, or whether Vy-Gen will need such
agreements to further
develop or commercialize a combination therapy using CD38-GEAR-NK with
anti-CD38
mAbs. Please include risk factor disclosure if appropriate. If you
have determined that
such agreements will not be necessary to further develop or
commercialize such a
combination therapy, please explain your reasoning.
Our Growth Strategy, page 182
10. We note your response to prior comment 43 and your revised disclosure
regarding
Coeptis' relationship with Vy-Gen. Please provide further disclosure
regarding the "active
co-development role" set forth in the Co-Development and Steering
Committee
Agreement. For example, please describe the types of activities that
the joint steering
committee engages in and explain whether this committee has an active
role in any
research and development activities.
Financial Statements of Coeptis Therapeutics Inc.
Note 3 License Right, page F-49
11. Please expand your disclosures regarding the Co-Development Options to
address the
significant judgments made and your basis for these judgments in
determining that these
options have alternative future use and should be recorded as assets
pursuant to ASC 730-
10-25-2.
Exhibits
Exhibit 99.1 - Form of Proxy Card for Shareholders, page II-2
12. We note the form of preliminary proxy card filed as Exhibit 99.1.
Please note that the
form of proxy should be filed as an appendix to the proxy statement
rather than as an
exhibit to the registration statement. Refer to Note to paragraph
(a)(3) of Exchange Act
Rule 14a-4. In your next amendment please mark your form of proxy card
as
preliminary. In addition, please revise the preliminary proxy card to
clarify that the
Robert Striar
Bull Horn Holdings Corp.
July 20, 2022
Page 4
approval of certain proposals are conditioned upon the approval of other
specified
proposals. See Rule 14a-4(a)(3) of Regulation 14A.
You may contact Nudrat Salik at 202-551-3692 or Tracey Houser at
202-551-3736 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameRobert Striar
Division of
Corporation Finance
Comapany NameBull Horn Holdings Corp.
Office of Life
Sciences
July 20, 2022 Page 4
cc: Joshua N. Englard, Esq.
FirstName LastName