February 18, 2020
Tara Harkins
Kevin Kuhar
Jeffrey Gabor
Christine Westbrook
Office of Life Sciences
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Re: | Burning Rock Biotech Limited Response to the Staffs Comment on Draft Registration Statement on Form F-1 Confidentially Submitted on November 4, 2019 CIK No. 0001792267 |
Dear Ms. Harkins, Mr. Kuhar, Mr. Gabor and Ms. Westbrook:
On behalf of our client, Burning Rock Biotech Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the Company), we submit to the staff (the Staff) of the U.S. Securities and Exchange Commission (the SEC) this letter setting forth the Companys response to comment 14 contained in the Staffs letter dated December 4, 2019 regarding the Companys draft registration statement on Form F-1 confidentially submitted to the SEC on November 4, 2019. Concurrently with the submission of this letter, the Company is submitting a revised draft registration statement on Form F-1 (the Revised Draft Registration Statement) via EDGAR to the Commission for confidential non-public review pursuant to the Jumpstart Our Business Startups Act.
To facilitate the Staffs review, we have separately delivered to the Staff today five courtesy copies of the Revised Draft Registration Statement, marked to show changes to the draft registration statement on Form F-1 confidentially submitted to the SEC on January 10, 2020.
Securities and Exchange Commission
February 18, 2020
Page 2 of 4
The Staffs comment is repeated below in bold and is followed by the Companys response. We have included page reference in the Revised Draft Registration Statement where the language addressing the comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.
The Company has also included in the Revised Draft Registration Statement: (i) its audited consolidated financial statements as of and for the year ended December 31, 2019, and (ii) other information and data to reflect recent developments, including a 2:1 share consolidation effected in February 2020.
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Securities and Exchange Commission
February 18, 2020
Page 3 of 4
Staff Comment and Company Response
Comment:
14. We note that the estimated fair market value per ordinary share is a significant assumption in your share option grant valuation. Accordingly, please bridge for us the fair value per share determinations used for each option grant subsequent to December 31, 2018 to the current estimated IPO price per share. We will delay our assessment of your response pending inclusion of the estimated IPO price in the filing.
Response: In response to the Staffs comment, the Company has revised the disclosure on pages 92 and 93 of the Revised Draft Registration Statement to bridge the fair value per share determination used for option grant subsequent to December 31, 2018 to the fair value per share as of December 31, 2019. The Company will supplementally bridge such determinations to the estimated IPO price per share when the estimated IPO price range becomes available.
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Securities and Exchange Commission
February 18, 2020
Page 4 of 4
If you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852-2532-3783 or via e-mail at szhao@cgsh.com, or Leo Li, the chief financial officer of Burning Rock Biotech Limited, by telephone at +86-185-0164-1666 or via e-mail at leo.li@brbiotech.com, or William Huang, the partner at Ernst & Young Hua Ming LLP, by telephone at +86-20-2881-2888 or via email at William.Huang@cn.ey.com. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.
Very truly yours, | ||
CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
By: | /s/ Shuang ZHAO | |
Shuang ZHAO, a Partner |
cc: | Leo Li, Chief Financial Officer, Burning Rock Biotech Limited |
Sebastian R. Sperber, Esq., Partner, Cleary, Gottlieb, Steen & Hamilton LLP |
Chris K.H. Lin, Esq., Partner, Simpson Thacher & Bartlett LLP |
Daniel Fertig, Esq., Partner, Simpson Thacher & Bartlett LLP |
William Huang, Partner, Ernst & Young Hua Ming LLP |
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