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United States securities and exchange commission logo
April 1, 2022
Yu-Hsin Lin
Chief Executive Officer
BELITE BIO, INC
5820 Oberlin Drive, Suite 101
San Diego, CA 92121
Re: BELITE BIO, INC
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted March 15,
2022
CIK No. 0001889109
Dear Dr. Lin:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover page
1. We note your response
to comment 3. Please add disclosure discussing: (i) restrictions on
currency exchanges in
China may limit your ability to freely convert RMB to fund any
future business
activities outside China or other payments in U.S. dollars; and (ii) capital
controls the Chinese
government imposes may limit your ability to use capital from your
subsidiaries located in
China for business purposes outside of China. Please make similar
revisions to your
disclosure under the heading "Cash Transfers and Dividend Distribution"
on page 9.
Additionally, in your prospectus summary, disclose whether you have specific
cash management
policies and procedures in place that dictate how funds are transferred
through your
organization and if applicable, describe these policies and procedures in
Yu-Hsin Lin
FirstName LastNameYu-Hsin Lin
BELITE BIO, INC
Comapany
April NameBELITE BIO, INC
1, 2022
April 21, 2022 Page 2
Page
FirstName LastName
greater detail.
Risk Factors
Business disruptions could seriously harm our future revenue and financial
condition and
increase our costs and expenses., page 60
2. We note your response to our prior comment 10 and reissue the comment.
Please also
reference our prior comment 18 from our December 30, 2021 comment
letter. Please
revise your disclosure here to provide additional detail concerning
the risks posed by
COVID-19 to your development plans highlighted on pages 5-6 in the
summary.
There are uncertainties regarding the interpretation and enforcement of PRC
laws, rules and
regulations..., page 65
3. We note your revised disclosure to your risk factors on pages 65 and
66 in response to our
prior comments 4, 5 and 8. You state on page 66:
We do not expect these laws and regulations to result in a
material change in our
operations and/or the value of our ADSs, or to significantly
limit or completely
hinder our ability to offer or continue to offer securities to
investors and cause the
value of such securities to significantly decline or be
worthless.
We do not foresee the recent regulations by the Chinese
government to exert more
oversight and control over securities offerings by China-based
issuers to significantly
limit or completely hinder our ability to offer or continue to
offer securities to
investors.
Please revise these statements to discuss the relevant risks in the
context of your
commencing operations in China and/or Hong Kong.
Enforceability of Civil Liabilities, page 92
4. We note your disclosure that most of your officers and directors are
nationals or residents
of jurisdictions other than the United States and most of their assets
are located outside of
the United States. Please revise your disclosure here and in the
related risk factor on page
78 to affirmatively state whether any of your officers, directors or
other members of senior
management are located in China. If so, disclose that their residence
in China may make it
even more difficult to enforce any judgments obtained from foreign
courts against such
persons compared to non-U.S. jurisdictions. Additionally, if your
officers, directors or
other members of management are located in China, please include a
summary risk factor
describing that it may be difficult to enforce any judgments obtained
from foreign courts
against you or your management in mainland China.
Yu-Hsin Lin
BELITE BIO, INC
April 1, 2022
Page 3
You may contact Eric Atallah at 202-551-3663 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameYu-Hsin Lin
Division of
Corporation Finance
Comapany NameBELITE BIO, INC
Office of Life
Sciences
April 1, 2022 Page 3
cc: Portia Ku, Esq.
FirstName LastName