United States securities and exchange commission logo
November 9, 2023
Melker Nilsson
Chief Executive Officer
Capstone Dental Pubco, Inc.
154 Middlesex Turnpike
Burlington, MA 01803
Re: Capstone Dental
Pubco, Inc.
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 7,
2023
File No. 333-274297
Dear Melker Nilsson:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our November 3, 2023
letter.
Amendment to Form S-4 filed November 7, 2023
Discounted Cash Flow Analysis, page 134
1. Refer to our prior
comment 4. We note as part of your revised disclosure, "In addition,
several of the markets
in which Keystone operates or intends to operate are mature
markets, which makes
projections extended to 10 years, while still uncertain, somewhat
more predictable.
Accordingly, Ladenburg believes that extending the projections to 10
years provides a more
accurate depiction of Keystone s future trajectory and the factors
influencing Keystone
s Unlevered Free Cash Flow." Please further revise your disclosure
to explain in
sufficient detail why you believe a more mature market indicates that your
projections for
Keystone are more predictable. Please also revise to remove any reference
to accuracy with
regards to your discussion of projections and balance your discussion
with the significant
uncertainties with projections to ten years.
Melker Nilsson
FirstName LastNameMelker
Capstone Dental Pubco, Inc. Nilsson
Comapany 9,
November NameCapstone
2023 Dental Pubco, Inc.
November
Page 2 9, 2023 Page 2
FirstName LastName
2. We note the assumption that the "Check-Cap board confirmed that
revenues should grow
at a rapid pace in the first 6-7 years, averaging a 19.0% growth rate
between the years of
2023 through 2027, on the basis that comparable companies generally
achieve their
highest market share during this period, while decreasing to average
approximately 17%
year over year from 2028 to 2033." Revise to substantiate the basis
for this
assumption and describe the "comparable companies" or clarify that the
comparable
companies considered are described at page 132. Please also revise to
balance your
disclosure here and throughout to remove any implication that revenues
"should" grow at
the projected rates. We note disclosure elsewhere in your filing which
highlight
the history of significant net losses, your expectation to continue to
incur operating losses
for the foreseeable future and you may not be able to achieve or
sustain profitability.
Legal Proceedings, page 236
3. We note your revised disclosure regarding Symetryx Corp. and their
lawsuit against
Check-Cap and its directors in the Haifa District Court. Here, and on
page 121, please
include a description of the factual basis alleged to underlie the
proceeding, the relief
sought and up to date information regarding the company's response to,
both, the
claim and all related pleadings. As appropriate, please also describe
any material attendant
risks related to this proceeding and its impact on Check-Cap and the
consummation of the
merger transaction.
Exhibits
4. We note your response to prior comment 8 and your removal of certain
distribution
agreements as exhibits to your registration statement. At an
appropriate section of your
filing, please generally describe your distribution arrangements and
related terms.
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Mark Rosenstein