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United States securities and exchange commission logo
July 29, 2021
Matthew Gline
Chief Executive Officer
Roivant Sciences Ltd.
Suite 1, 3rd Floor
11-12 St. James Square
London SW1Y4LB
United Kingdom
Re: Roivant Sciences
Ltd.
Amendment No. 2 to
Registration Statement on Form S-4
Filed July 22, 2021
File No. 333-256165
Dear Mr. Gline:
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 July
15, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Material United States Tax Considerations, page 135
1. We note your response
to comment 2 and your amended disclosure on page 139
that "neither MAAC nor
Roivant has received or sought, an opinion of counsel that the
Merger qualifies as a
reorganization, and neither MAAC nor Roivant intends to request a
ruling from the IRS
regarding the U.S. federal income tax treatment of the Merger."
Please make clear in
the tax opinion itself that counsel is unable to opine on whether the
transaction qualifies
as as a reorganization for tax purposes and that counsel is unable to
opine on whether the
company will be treated as a U.S. corporation for U.S. federal
Matthew Gline
Roivant Sciences Ltd.
July 29, 2021
Page 2
income tax purposes. While we note that the Kirkland & Ellis tax opinion
attached as
Exhibit 8.3 states that it expresses "no opinion" on these tax issues, it
is not clear why it is
unable to do this. Please provide an explanation for this inability in
the tax opinion itself
and discuss the possible alternatives and risks to investors of each tax
consequence. Refer
to Item 601(b)(8) of Regulation S-K and, for guidance, Section II.B.1.c.
and Section III.A.
of Staff Legal Bulletin No. 19.
Material United Kingdom Tax Considerations, page 149
2. We note your response to comment 4. It appears, however, that the filing
still does not
set forth counsel's opinion or the basis for such opinion. If counsel is
unable to opine, the
tax opinion should be revised to clearly state its inability, provide a
reason for the inability
and discuss the possible alternatives and risks to investors of each tax
consequence. Refer
to Item 601(b)(8) of Regulation S-K and, for guidance, Section II.B.1.c.
and Section III.A.
of Staff Legal Bulletin No. 19.
Summary of MAAC Financial Analysis, page 184
3. We note your response to comment 6; however, it is still not clear how
how you arrived at
the $7.3 billion pro forma equity value, especially considering the
various valuations
detailed on pages 187 to 189. Please revise your disclosure to more
specifically explain
how you calculated this $7.3 billion valuation.
You may contact Ibolya Ignat at 202-551-3636 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameMatthew Gline
Division of
Corporation Finance
Comapany NameRoivant Sciences Ltd.
Office of Life
Sciences
July 29, 2021 Page 2
cc: Derek Dostal
FirstName LastName