United States securities and exchange commission logo
March 29, 2023
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re: CytoMed
Therapeutics Pte. Ltd.
Amendment No. 4 to
Registration Statement on Form F-1
Filed March 28,
2023
File No. 333-268456
Dear Chee Kong Choo:
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
February 24, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1
Exhibits
1. Please file the form of
service agreements the executives will execute effective upon
consummation of the
offering, as disclosed on page 149. Refer to Item 601(b)(10)(iii) of
Regulation S-K.
2. As counsel is providing
its opinion regarding whether CytoMed Malasia has been duly
incorporated and is
validly existing, please revise Exhibit 5.3 to remove: (1) the
inappropriate
assumptions in paragraph 3.1(g), which addresses whether CytoMed
Malaysia obtained
governmental approvals, permits and met other requirements under
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
March 29, 2023
Page 2
Malaysian law; and (2) the general disclaimer in 3.1(l) "that there are
no other documents
which may affect [counsel's] Opinion which have not been presented to
[counsel]."
Finally, have counsel revise paragraph 5.3 to eliminate all
inappropriate limitations on
reliance; purchasers of securities in the offering are entitled to rely
on counsel's opinion.
We note, as examples only, the statements that "[t]his Opinion is given
only for the benefit
of the person to whom it is addressed" and "this Opinion is not to be .
.. . relied upon by,
any other person." Refer to Section II.3 of Staff Legal Bulletin No. 19
for guidance
regarding assumptions, qualifications and limitations on reliance in
legality opinions.
General
3. We note on page 182 the new disclosure that, "[m]embers of our Board,
our executive
officers and all shareholders beneficially owning more than 5% of our
outstanding
ordinary shares (other than with respect to 416,666 ordinary shares),
subject to certain
exceptions, as of the effective date of this Prospectus have agreed
during the 12-month
period following the date of this Prospectus to substantially similar
lock-up provisions,
subject to certain exceptions." Tell us the nature of the the beneficial
ownership of the
416,666 ordinary shares that are not subject to lock-ups.
4. We note the Free Writing Prospectus filed on February 27, 2023. Please
confirm that
marketing materials currently in use are consistent with the disclosure
in the registration
statement.
You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at
(202) 551-
3486 if you have questions regarding the financial statements and related
matters. Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
FirstName LastNameChee Kong Choo
Division of
Corporation Finance
Comapany NameCytoMed Therapeutics Pte. Ltd.
Office of Life
Sciences
March 29, 2023 Page 2
cc: Richard I. Anslow, Esq.
FirstName LastName