United States securities and exchange commission logo
June 9, 2023
James Graf
Chief Executive Officer
Graf Acquisition Corp. IV
1790 Hughes Landing Blvd., Suite 400
The Woodlands, TX 77380
Re: Graf Acquisition
Corp. IV
Registration
Statement on Form S-4
Filed May 15, 2023
File No. 333-271929
Dear James Graf:
We have reviewed your 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.
Registration Statement on Form S-4
Market and Industry Data, page vii
1. We note your statement
that you have not independently verified the market and industry
data contained in the
proxy statement/prospectus. This statement may imply an
inappropriate
disclaimer of responsibility with respect to such information. Please either
delete this statement
or specifically state that you are liable for such information.
Questions and Answers About the Business Combination and the Special
Meeting, page 11
2. Please revise this
section as well as the section titled "Summary of the Proxy
Statement/Prospectus,"
where appropriate, to include a discussion of the combined
company's liquidity
position following the Business Combination. In your revisions,
please describe and
quantify the payments required to be made by the combined company
James Graf
FirstName LastNameJames
Graf Acquisition Corp. IV Graf
Comapany
June 9, 2023NameGraf Acquisition Corp. IV
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following the Business Combination, including transaction expenses, as
well as any other
debt obligations of the combined company. Please also clarify whether
the Acquiror
Closing Cash Condition is waivable. To the extent this condition is
waivable, please
discuss the combined company's liquidity position if the condition is
waived and if the
Backstop Cash Commitment Amount is not required to be funded.
What is NKGen?, page 11
3. We note your statements here and throughout that SNKs have high
"potency." Please
revise to remove any statements that indicate NKGen's product
candidates are potent or
efficacious. You may discuss the results of NKGen's clinical trials
without claiming
potency or efficacy.
Please also revise to provide the basis for your statement that the
properties of NKGen's
product candidates deliver higher levels of NK cell activity than
using NK cells prepared
by other methods. To the extent the data supporting this statement are
not statistically
significant, please revise to discuss the relevant limitations.
Summary of the Proxy Statement/Prospectus
Conditions to the Completion of the Business Combination, page 32
4. Please clarify which conditions are waivable and by which party or
parties. As
appropriate, please revise your risk factors to address material risks
associated with
waivable conditions.
Ancillary Agreements, page 34
5. Please revise here and throughout, as appropriate, to disclose the
number of shares of
common stock that will be subject to (i) the Lockup Agreement and (ii)
the A&R
Registration Rights Agreement.
The Proposed Charter provides that the Court of Chancery of the State of
Delaware..., page 111
6. Please revise this risk factor to disclose the risk that the exclusive
forum provision may
result in increased costs for investors to bring a claim.
The Business Combination Proposal
Background of the Business Combination, page 122
7. We note your statement that this section does not purport to catalogue
every conversation
and correspondence by and among Graf, NKGen and their respective
representatives and
advisors. Please revise your disclaimer to clarify that the material
information related to
the background and negotiation of the business combination is
disclosed in this section.
Alternatively, please remove this disclaimer.
8. We note your disclosure indicating that James A. Graf has been
directly involved in five
SPACs that closed business combinations over the past decade. Please
revise to disclose
James Graf
FirstName LastNameJames
Graf Acquisition Corp. IV Graf
Comapany
June 9, 2023NameGraf Acquisition Corp. IV
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the companies involved in the other deSPAC transactions involving Mr.
Graf and provide
balanced disclosure describing the outcomes of these transactions.
9. We note your disclosure on page 123 that you engaged in discussions
with approximately
80 potential business combination target companies. Please disclose
how many business
combination target companies were in the same industry as NKGen.
Please also disclose
the criteria used to identify the first 300 potential targets and how
they were narrowed to
80 targets.
10. Please revise your disclosure to explain why Graf did not retain a
bank as a financial
advisor for the business combination. Please also revise to clarify
whether Graf retained a
scientific advisor to conduct due diligence on NKGen. To the extent
Graf did not retain a
scientific advisor, please explain why.
11. Please revise your disclosure in this section, where appropriate, to
discuss whether Graf
conducted any financial analysis to support NKGen's approximately $160
million
enterprise value other than the comparable company analysis presented
on page 129.
12. Please revise this section to disclose the person(s) who controlled
NKGen prior to the
proposed business combination and to discuss why NKGen decided to
pursue the business
combination with Graf as opposed to another type of corporate
transaction.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 173
13. We note the disclosure on page 96 that if the exercise of redemption
rights by Public
Stockholders causes Graf to fail to meet the Acquiror Closing Cash
Amount, the Business
Combination may not be consummated. Please revise the introduction to
your Pro Forma
Financial Statements to clearly discuss the impact of redemptions of
more than
13,724,919 shares by your Public Stockholders. Disclose why you do not
reflect a
scenario in your pro formas which represent 100% redemption of the
outstanding public
shares. When discussing the maximum 13,724,919 redemptions, revise
throughout the
document to consistently and clearly disclose that the Business
Combination may not be
consummated if this assumption is not met.
Business of NKGen, page 201
14. We note that disclosures here, and elsewhere in the prospectus,
include statements or
implications that your product candidates are safe and/or effective
and "potent". Please
revise these statements, as safety, efficacy and potency
determinations are in the exclusive
purview of the FDA or other regulators. For example only, the
following statements
improperly state or imply that your product candidates are safe,
effective or potent:
On page 201, that SNK cells have shown high potency .
On page 201, that SNK cells deliver more NK cell activity per
dose, as measured by
higher cell killing potency.
On page 211, that molecular characteristics of SNK01 cells drive
high potency.
James Graf
Graf Acquisition Corp. IV
June 9, 2023
Page 4
On page 227 that HER-2-CAR SNK02 cells have potent
killing activity.
You may discuss results from your clinical trials and your documented
SNK01 and
SNK02 production processes without making conclusions as to safety,
efficacy or
potency.
15. Please revise this section to briefly explain the difference between
autologous and
allogeneic therapies.
16. We note your statement that SNK01 treatment in Phase 1 trials has
demonstrated
antitumor activity, tumor shrinkage and stabilization of disease in
solid tumors both as
monotherapy, in combination with checkpoint inhibitors and with
targeted therapies.
However, your disclosure on page 223 appears to indicate that
antitumor activity and
tumor shrinkage were observed in two compassionate use single-patient
studies and your
descriptions of clinical trial data do not appear to reference
antitumor activity or tumor
shrinkage. Please revise your disclosure or advise. Please also revise
to clarify whether
your Phase 1 trials were powered for statistical significance.
17. Please disclose the material terms of the collaboration agreements
with Merck KGaA,
Pfizer and Affimed. Please also file these agreements as exhibits
pursuant to Item
601(b)(10) of Regulation S-K, or tell us why you believe you are not
required to do so.
Pipeline, page 204
18. Please revise the first column of your pipeline table on page 204 so
that Autologous
SNK01 is listed once and not twice in that column. In addition, please
revise the pre-
clinical column so that it is an equal size to the Phase 1, 2, and 3
columns.
Scaling, page 210
19. We note your disclosure regarding your belief that the manufacturing
process is highly
scalable, as well as your disclosure on page 230 that your
manufacturing process includes
cryopreservation techniques that enable bulk SNK02 product to be
effectively frozen,
ensuring its long-term stability Please revise these statements to
reflect your disclosure on
page 81 indicating that you have not yet developed a validated method
of manufacturing
your product candidates for long-term storage, in large quantities
without damage, in a
cost-efficient manner and without degradation beyond one to two years.
Checkpoint combination rationale, page 221
20. We note your statement that NKGen has shown that SNK01 treatment can
lead to the
FirstName LastNameJames Graf
recruitment of cytotoxic T cells to cold tumors. Please revise to
clarify if this effect was
Comapany NameGraf
observed Acquisition
in a preclinical Corp.
study IV
or clinical trial. To the extent this
effect was observed in a
June 9,clinical trial,4 please present the relevant data.
2023 Page
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James Graf
FirstName LastNameJames
Graf Acquisition Corp. IV Graf
Comapany
June 9, 2023NameGraf Acquisition Corp. IV
June 9,
Page 5 2023 Page 5
FirstName LastName
Intellectual Property
Patents, page 231
21. With regard to your licensed U.S. issued patents and pending patent
applications, please
provide the specific product candidate(s) and/or technology to which
such patents relate,
the types of patents and expiration dates. In addition, please specify
the product
candidate(s) covered, types of patents, jurisdictions and expiration
dates of the three
licensed patents issued outside of the U.S. and foreign patent
applications.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
NKGen
Liquidity and Capital Resources, page 252
22. Please revise your disclosure to clarify whether the additional loans
made by NKMAX to
NKGen from January through April 2023 will convert into shares of
common stock of the
combined company following the Business Combination or whether those
loan amounts
will remain outstanding.
Beneficial Ownership of Securities, page 273
23. We note that your beneficial ownership table of the combined company
following the
Business Combination does not include NKMAX as a 5% holder. However we
note that
your disclosure elsewhere, including on page 291, indicates that NKGen
issued
17,002,230 shares of its common stock to NKMAX to settle outstanding
loan agreements.
Please tell us whether NKMAX would be a 5% holder of the combined
company.
Note 5. Fair Value Measurements, page F-37
24. Please revise to quantify the significant unobservable inputs
underlying the level 3 fair
value measurement of your convertible notes. Refer to ASC
820-10-50-2bbb and 50-
2bbb(2)(ii).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with
any other
questions.
James Graf
Graf Acquisition Corp. IV
June 9, 2023
Page 6
Sincerely,
FirstName LastNameJames Graf
Division of Corporation Finance
Comapany NameGraf Acquisition Corp. IV
Office of Life Sciences
June 9, 2023 Page 6
cc: Elliott Smith
FirstName LastName