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United States securities and exchange commission logo
July 15, 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. 1 to
Registration Statement on Form S-4
Filed July 1, 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 June
15, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Material United States Tax Considerations, page 135
1. Please delete the
disclaimers on page 136 and 148 that material U.S. tax considerations
are provided for
information purposes only.
2. We note that Roivant
believes it will not be treated as a U.S. corporation for U.S. federal
income tax purposes and
the absence of guidance as to whether the transaction qualifies as
as a reorganization for
tax purposes. Please provide a tax opinion noting the uncertainty
with respect to whether
Roivant will be treated as a US corporation and the inability to
Matthew Gline
FirstName LastNameMatthew Gline
Roivant Sciences Ltd.
Comapany
July NameRoivant Sciences Ltd.
15, 2021
July 15,
Page 2 2021 Page 2
FirstName LastName
opine as to whether the transaction will qualify as a reorganization
for tax purposes.
Please identify counsel in your disclosure. 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
3. Please remove the disclaimers indicating that the discussion of
material tax considerations
are provided for informational purposes only.
4. We note that you have filed a short for tax opinion as exhibit 8.1.
However the prospectus
disclosure fails to identify tax counsel or clearly set forth
counsel's opinion or the basis for
such opinion. Please revise to eliminate the qualification of
discussion as a "general
summary" and set forth counsel's opinion and its bass for each
material tax consequence.
If counsel is unable to opine, 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.
Background of the Business Combination, page 169
5. We note your response to comment 11 in which you state that you have
removed
references to a third party advisor; however, we note that page 170
states that the MAAC
Sponsor managed the "coordination of third party advisors." Please
advise and, if
necessary, identify these third party advisors and their role with
respect to evaluations,
analysis and due diligence.
Summary of MAAC Financial Analysis, page 184
6. Please further explain how the presented comparable company and
selected Precedent
Transaction Analyses analyses support your determination that the
equity value of Roivant
is greater than the $7.3 billion pro forma equity value ultimately
agreed upon.
Development Pipeline, page 237
7. We note your response to comment 16 and reissue the comment. Given
that Riovant no
longer holds a controlling interest in these companies and has a
financial interest limited
to the appreciation of your investment in these companies, it is not
appropriate to include
them in the list of product candidates in the pipeline. Please remove
them from the table.
Platform Validation, page 246
8. We note your response to comment 18 please revise the title of this
subsection and remove
the statement that you believe Sumitomo's decision serves to validate
the quality of your
platform. The title and statement are speculative and imply that
Sumitomo's decision is
predictive of FDA efficacy determinations.
Matthew Gline
Roivant Sciences Ltd.
July 15, 2021
Page 3
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 Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameMatthew Gline
Division of
Corporation Finance
Comapany NameRoivant Sciences Ltd.
Office of Life
Sciences
July 15, 2021 Page 3
cc: Derek Dostal
FirstName LastName