CLEARY GOTTLIEB STEEN & HAMILTON LLP
| WASHINGTON, D.C.
PARIS
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LONDON
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COLOGNE
MOSCOW |
One Liberty Plaza New York, NY 10006-1470 T: +1 212 225 2000 F: +1 212 225 3999
clearygottlieb.com
D: +852 2532 3783 szhao@cgsh.com |
ROME
MILAN
HONG KONG
BEIJING
BUENOS AIRES
SÃO PAULO
ABU DHABI
SEOUL |
June 5, 2020
VIA EDGAR AND OVERNIGHT COURIER
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 |
| Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-238596) |
| 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 are filing herewith amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s response to the comment contained in the letter from the staff of the Commission (the “Staff”) dated June 3, 2020. The Staff’s comment is repeated below in bold and is followed by the Company’s response. We have included page reference in the Registration Statement where the language addressing the comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.
Securities and Exchange Commission
June 5, 2020
Page 2 of 4
To facilitate the Staff’s review, we have separately delivered to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the registration statement on Form F-1 publicly filed with the Commission on May 22, 2020.
The Company respectfully advises the Staff that it expects to launch the roadshow on June 8, 2020. The Company expects to request effectiveness of the Registration Statement on June 11, 2020 and will file the joint acceleration requests before then. The Company would greatly appreciate the Staff’s continuing support and assistance.
* * * *
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Securities and Exchange Commission
June 5, 2020
Page 3 of 4
Index to the Consolidated Financial Statements
Consolidated Balance Sheet, page F-4
1. Please revise to remove your pro forma shareholders’ equity as of December 31, 2019.
Refer to Rule 11-02(c)(1) of Regulation S-X and Item 4(b) of Form F-1.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages F-4 and F-25 of the Registration Statement.
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Securities and Exchange Commission
June 5, 2020
Page 4 of 4
If you have any questions regarding the foregoing, 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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