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May 11, 2021
Saurabh Saha, M.D., Ph.D.
Chief Executive Officer
Centessa Pharmaceuticals Ltd
The Dorothy Hodgkin Building Babraham
Research Campus
Babraham
Cambridge
United Kingdom CB22 3FH
Re: Centessa
Pharmaceuticals Ltd
Registration
Statement on Form S-1
Filed April 21,
2021
File No. 333-255393
Dear Dr. Saha:
We have reviewed your 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.
Registration Statement on Form S-1 filed April 21, 2021
If we are a passive foreign investment company (PFIC)..., page 88
1. Please revise the risk
factor heading and the disclosure on page 10 to state, if true, that
there is substantial
uncertainty regarding your current and future status under the Code.
We further note your
disclosure on page 89 indicating that your operations currently
generate very limited
amounts of non-passive income. To the extent that you believe it is
probable that you will
be a PFIC in 2021, please revise both the risk factor and Summary
accordingly. Also
revise the risk factor disclosure to explain the consequences to
stockholders if one or
more of of the Centessa Subsidiaries are treated as a PFIC.
Saurabh Saha, M.D., Ph.D.
Centessa Pharmaceuticals Ltd
May 11, 2021
Page 2
Funding Requirements, page 125
2. We refer to prior comment 20 and reissue. In this regard, the timing,
costs and funding
associated with the infrastructure expansion remains unclear and it does
not appear that
any offering proceeds are intended to cover these expenses. In light of
the disclosure on
page 2 and elsewhere concerning the importance of having centralized
resources, please
revise to provide additional details concerning these plans.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Centessa Pharmaceuticals Limited
Incentivization Agreements, page 128
3. Please revise to explain the term "exit" and/or "exit event" for purposes
of these
agreements. Also, revise here, or elsewhere as appropriate, to discuss
any rights or
obligations in the event that you determine to "terminate" a program, as
referenced on
page 2.
4. Please expand your description of the incentivization agreements to
disclose the
termination provisions.
Exhibits
5. Please file as an exhibit to the registration statement the acquisition
documents that
include the provisions regarding payments due to Chiesi and former
Cardiokine
stakeholders, or advise.
You may contact Tara Harkins at (202) 551-3639 or Dan Gordon at (202)
551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at (202) 551-6553 or Joe McCann at (202) 551-6262 with any
other questions.
Sincerely,
FirstName LastNameSaurabh Saha, M.D., Ph.D.
Division of
Corporation Finance
Comapany NameCentessa Pharmaceuticals Ltd
Office of Life
Sciences
May 11, 2021 Page 2
cc: Edwin O Connor - Goodwin Procter LLP
FirstName LastName