United States securities and exchange commission logo
August 10, 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. 2 to
Registration Statement on Form S-4
Filed July 28, 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 July
20, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
What interests do the sponsor and Bull Horn's officers and directors and
its financial advisors
have in the Business Combination?, page 22
1. We note your new
disclosure regarding a potential financing in connection with the
Business Combination
with Northland acting as placement agent. When known, disclose
if the SPAC's sponsors,
directors, officers or their affiliates will participate in the potential
financing.
Unaudited Pro Forma Condensed Combined Financial Information, page 28
2. We note your response
to comment 1. Please specifically address your consideration of
the modification
guidance provided in ASC 718 in regards to the exchange of warrants
Robert Striar
FirstName LastNameRobert
Bull Horn Holdings Corp. Striar
Comapany
August 10, NameBull
2022 Horn Holdings Corp.
August
Page 2 10, 2022 Page 2
FirstName LastName
and whether there is any impact of this guidance that needs to be
reflected in the pro
forma financial information.
3. We note your response to comment 2. Your disclosures continue to state
that you are still
determining whether or not this transaction will be pursued, which
appears inconsistent
with your assertion that the acquisition is probable. Please revise
your disclosures as
necessary. Please also provide disclosures regarding your basis for
determining that these
assets will have an alternative future use and should be reflected as
an asset rather than
expense in the pro forma financial information pursuant to ASC
730-10-25-2.
Risk Factors
Nasdaq may delist the Company's securities from trading on its exchange . . .,
page 44
4. We note your disclosure that in order to continue to maintain the
listing of the Company s
securities on Nasdaq, the Company s stock price would generally be
required to be at least
$4 per share. Please tell us in your response whether you are
referring to Nasdaq Listing
Rule 5550(a)(2) in this regard and revise your disclosure as
appropriate. Additionally,
please revise your disclosure to address that the shares of Coeptis
Therapeutics, Inc. s
common stock are currently trading at a price below $4.00 per share
and to describe the
material risk that the Company s common shares could be delisted by
Nasdaq if the
Company is unable to maintain a minimum price of $1.00 per share, if
applicable, or, if
the Company is listing under the alternative initial listing
requirements, that the Company
could be monitored by Nasdaq for penny stock issues. See Nasdaq
IM-5505-2.
Alternatively, please tell us why no such disclosure is needed.
Closing Conditions, page 94
5. We note your response to prior comment 4. Given that Coeptis
Therapeutics, Inc. is a
publicly traded company, with a current trading price below $4.00 per
share, please
provide us with your analysis as to how using the bid price of Bull
Horn s ordinary shares
immediately prior to the closing of the business combination satisfies
the applicable
Nasdaq share price requirement. We also note that while you intend to
use the trading
price of the Bull Horn shares to meet the share price requirement, you
also intend to use
the operating history of Coeptis to meet the operating history
requirement. Please also
provide us with your analysis as to how using the trading price of the
Bull Horn ordinary
shares for the share price requirement, while using the Coeptis
operating history for the
operating history requirement, satisfies the applicable Nasdaq listing
requirement. Please
cite the specific trading price and operating history listing
standards you intend to rely
upon to list. When appropriate, please tell us whether Nasdaq has
preliminarily approved
your listing application based on the referenced standards.
Description of Negotiation Process with Coeptis, page 99
6. We note your response to prior comment 8 and your revised disclosure
on page 100.
Please revise your disclosure further to describe the nature of the
consultations that Bull
Robert Striar
Bull Horn Holdings Corp.
August 10, 2022
Page 3
Horn had with JonesTrading and Bridgeway regarding the initial valuation
of Coeptis.
Financial Statements of Coeptis Therapeutics Inc.
Note 3. License Right, page F-49
7. We note your response to comment 11 and the proposed disclosures
provided. We
continue to believe more detailed disclosures need to be provided
regarding the significant
judgments made and basis for those judgments in determining the
Co-Development
Options have alternative future use and should be recorded as assets
pursuant to ASC 730-
10-25-2. The responses dated June 9, 2022 and July 7, 2022 from Coeptis
Therapeutics
addressed multiple of these judgments including that the pursuit of FDA
approval for the
use of CD38 assets for at least one indication or medical device approval
is at least
reasonably expected as well as that there are third parties interested in
the technologies
which would enable you to sell your rights or sell the CD38 assets upon
the written
consent of Vy-Gen Bio, which cannot be reasonably withheld.
Exhibits
8. Please ensure that you also provide an updated consent in a subsequent
amendment from
the auditors of Bull Horn Holdings Corporation. See Item 601(b)(23) of
Regulation S-K.
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
August 10, 2022 Page 3
cc: Joshua N. Englard, Esq.
FirstName LastName