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United States securities and exchange commission logo
January 22, 2021
Duncan Peyton
Chief Executive Officer
4D Pharma PLC
5th Floor, 9 Bond Court
Leeds
LS1 2JZ
United Kingdom
Re: 4D Pharma PLC
Amendment No. 1 to
Registration Statement on Form F-4
Filed on January 8,
2021
File No. 333-250986
Dear Mr. Peyton:
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
December 22, 2020 letter.
Amendment No. 1 to Form F-4 Filed January 8, 2021
Summary, page 32
1. We note your response
to our prior comment number 7. Please revise your disclosure to
clarify whether "new
investors" refers to new investors of 4D Pharma or Longevity, and
how and when these
investors are acquiring their shares. For instance, to the extent a
private placement is
contemplated, please describe the terms of such private placement
and consider whether
any related agreements should be filed as exhibits to the registration
statement.
Duncan Peyton
4D Pharma PLC
January 22, 2021
Page 2
Material Tax Consequences, page 142
2. We note your response to our prior comment number 17. Your disclosure
in this
section provides a description of the general impact of qualifying, or
not qualifying, as a
reorganization, but does not discuss the tax consequences of this
particular transaction,
although you state elsewhere that the transaction structure may
provide "tax advantages"
to certain 4D Pharma shareholders. Please advise as to how you believe
you are
complying with Item 4(a)(6) of Form F-4. In this regard, we note that
a description of the
law is not sufficient. For guidance, refer to Section III.A. of Staff
Legal Bulletin 19.
Business of 4D Pharma
Overview, page 163
3. We note your response to our prior comment number 19. In line with the
previous
comment, please also revise the following statements:
Over recent months, our approach has been validated by our
demonstration of
signals of clinical efficacy of our therapeutic candidates in both
oncology and
gastrointestinal disease. (Page 163); and
We select our LBPs based on their efficacy and ability to be
rapidly translated into
commercially viable therapeutic candidates and elucidate their
functionality and
interactions with human biology. (Page 169).
Such statements imply that your product candidates are, in fact,
effective;
however, determinations of efficacy are solely within the authority of
the FDA and
comparable regulatory bodies.
Beneficial Ownership of Securities and Certain Relationships and Related Person
Transactions,
page 232
4. We note your response to our prior comment number 32. We also note
that Longevity's
Form 10-Q for the quarterly period ended November 30, 2020, discloses
that on January
1, 2021, the Sponsor committed to provide the Company additional loans
in the aggregate
amount of $400,000 in order to finance transaction costs "in
connection with a Business
Combination". Please revise the prospectus to disclose this additional
loan and
state whether the loan will be converted to shares or paid off using
the Trust Account after
redemption.
General
5. As disclosed in the prospectus, each warrant to purchase Longevity
ordinary shares that is
outstanding immediately prior to the effective time will be assumed by
4D Pharma and
FirstName LastNameDuncan Peyton
automatically converted into a warrant to purchase ordinary shares of 4D
Pharma. Please
Comapany Name4D
provide Pharma regarding
your analysis PLC why you believe these warrants are not
required to be
registered under
January 22, 2021 Page 2 the Securities Act of 1933.
FirstName LastName
Duncan Peyton
FirstName
4D PharmaLastNameDuncan Peyton
PLC
Comapany
January 22,Name4D
2021 Pharma PLC
January
Page 3 22, 2021 Page 3
FirstName LastName
You may contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at
202-551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Margaret Schwartz at 202-551-7153 or Laura Crotty at
202-551-7614
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Bradley Finkelstein, Esq.