United States securities and exchange commission logo
September 30, 2022
Douglas Schnell
Partner
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Re: Pasithea
Therapeutics Corp.
Preliminary Proxy
Statement filed by Concord IP2 LTD. et. al.
Filed September 23,
2022
File No. 001-40804
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Soliciting
Materials filed pursuant to Rule 14a-12
Filed September 29,
2022
File No. 001-40804
Dear Mr. Schnell:
We have reviewed your filings 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement
General, page i
1. It has come to our
attention that the company has disputed your ability to require the
company to call a
special meeting of security holders as a result of not having delivered
sufficient valid
shareholder consents. Please revise your disclosure to describe the dispute
and the effects this
dispute may have on the special meeting being called.
Cover Page, page 1
2. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual
basis must exist for each such opinion or belief. Support for opinions
Douglas Schnell
Wilson Sonsini Goodrich & Rosati
September 30, 2022
Page 2
or beliefs should be self-evident, disclosed in the proxy statement or
provided to the staff
on a supplemental basis. Provide support for the following statements:
That Mr. Delaney, Mr. Geller and Mr. Shahinian each "have a
track record of
investing success, including in situations like those at
Pasithea." (emphasis added)
That "...management s alarming (negative) track record and
believe that the Board
has made decisions that are not in the best interests of
stockholders."
That the company completed the "...acquisition of a business
that we believe was
and is largely non-existent and worthless." With respect to this
bullet point, please
include supporting disclosure in the proxy statement.
Reasons for this Proxy Solicitation, page 1
3. Please revise your first bullet point to state that the stock has been
traded for 12 months,
not nine.
Questions and Answers about this Proxy Solicitation, page 2
4. Please revise the answer to the last question on page 4 to state
whether shareholders will
vote on the election of your nominees at the current meeting or at a
later date.
Soliciting Material filed pursuant to Rule 14a-12
Cover Letter, page 1
5. As noted above, we understand the company has disputed the validity of
the consents you
delivered as support for your request that company call a special
meeting of security
holders. Please confirm that you will include a reference to this
dispute in any future
soliciting materials.
6. You must avoid issuing statements that directly or indirectly impugn
the character,
integrity or personal reputation or make charges of illegal, improper
or immoral conduct
without factual foundation. Provide us supplementally, or disclose,
the factual foundation
for the statements included below. In this regard, note that the
factual foundation for such
assertion must be reasonable. Refer to Rule 14a-9.
That the company is "wasting stockholders' capital" by not calling
the special
meeting.
That the company board "would rather dig its heels in than honor the
will of
stockholders."
The company board has "attempt[ed] to maintain control."
FirstName LastNameDouglas Schnell
7. Please revise your disclosure to remove the sentence "We are pleased
that Dr. Steinman
Comapany NameWilson
determined Sonsinidown
that stepping Goodrich
from& Rosati
this position was in the Company
s best interest" or
provide
September support
30, 2022 for2the statement. The company's filing contains no
such statement.
Page
FirstName LastName
Douglas Schnell
FirstName LastNameDouglas Schnell
Wilson Sonsini Goodrich & Rosati
Comapany 30,
September NameWilson
2022 Sonsini Goodrich & Rosati
September
Page 3 30, 2022 Page 3
FirstName LastName
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at (202) 551-3619.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions