United States securities and exchange commission logo
July 10, 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
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 26, 2023
File No. 333-271929
Dear James Graf:
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
9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Special
Meeting, page 12
1. We note your response
to prior comment 23 and your disclosure on page 292 indicating
that NKMAX would own a
majority of your common stock following the Business
Combination in the
maximum redemption scenario. Please revise to add a
Q&A reflecting the fact
that NKMAX could own a majority of your common stock
following the merger,
including if redemptions exceed the maximum redemption scenario
and the parties elect
to close the Business Combination, and that you would therefore be a
"controlled company"
under NYSE rules, if true. In your Q&A and Summary disclosure,
discuss (i) the
consequences of potentially becoming a "controlled company" to your
current stockholders,
(ii) NKMAX's current intentions with respect to its shares of New
James Graf
Graf Acquisition Corp. IV
July 10, 2023
Page 2
NKGen common stock assuming the Business Combination is consummated
and (iii)
whether New NKGen will be contractually obligated to file a
registration statement for the
resale of its shares held by NKMAX following the Business Combination.
What is NKGen?, page 12
2. We note your response to prior comment 3 and revised disclosure,
including your use of
the term "Activity" and re-issue in part. Please limit your discussion
of the performance
of NKGen's SNK cells to objective results from NKGen's preclinical
tests and clinical
trials. Please tell us whether the term "Activity" is a commonly-used
defined term in
clinical trials involving the use of NK cells. To the extent this
defined term is not used or
defined as such by NKGen in its daily business, or is not commonly
used or understood in
NKGen's industry, please remove it from the prospectus.
What will New NKGen's liquidity position be following the Closing?, page 19
3. Please revise this Q&A to reflect your disclosure on page 76
indicating that New NKGen
will be required to maintain a minimum cash balance of $15.0 million
with East West
Bank after the completion of the Business Combination and the
consequences of
stockholders if you fail to meet this requirement.
Please also revise to reflect your disclosure that the revolving line
of credit with East West
Bank is secured by all of NKGen's assets. Please disclose whether New
NKGen's failure
to maintain a cash balance of at least $15.0 million immediately
following the Business
Combination and payment of transaction expenses would constitute an
event of default
under the revolving line of credit that would allow East West Bank to
proceed against
New NKGen's assets.
Business of NKGen
Pipeline, page 219
4. We note that your pipeline table continues to include AFM24. However,
your disclosure
on page 239 indicates that your collaboration with Affimed has been
discontinued. Please
remove AFM24 from your pipeline table or advise.
SNK01
FirstNamein combination
LastNameJames withGraf
target-based biologics, page 238
Comapany
5. PleaseNameGraf Acquisition
revise this section to Corp. IVwhy NKGen and Affimed
discontinued their
disclose
July 10,collaboration.
2023 Page 2
FirstName LastName
James Graf
FirstName LastNameJames
Graf Acquisition Corp. IV Graf
Comapany
July NameGraf Acquisition Corp. IV
10, 2023
July 10,
Page 3 2023 Page 3
FirstName LastName
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.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Elliott Smith