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United States securities and exchange commission logo
June 15, 2021
Gad Soffer
Chief Executive Officer
Consonance-HFW Acquisition Corp.
Palmer Square, Suite 305
Princeton, NJ 08540
Re: Consonance-HFW
Acquisition Corp.
Registration
Statement on Form S-4
Filed May 14, 2021
File No. 333-256146
Dear Mr. Soffer:
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-4
Cover Page
1. Please revise to
disclose the trading price of shares of Consonance-HFW Acquisition
Corp.'s common stock
immediately before the announcement of the business combination
and as of the latest
most practicable date.
Summary of the Proxy Statement/Prospectus
Governing Documents Proposals, page 28
2. With reference to Rule
14a-4(a)(3), please identify clearly and impartially each separate
matter intended to be
acted upon. For instance, and without limitation, we note the
changes in authorized
capital and the removal of stockholder action by written consent.
For additional
guidance, please refer to the interpretations available at:
Gad Soffer
Consonance-HFW Acquisition Corp.
June 15, 2021
Page 2
https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a-4a3.htm.
Interests of CHFW Directors and Executive Officers in the Business Combination,
page 37
3. Please expand your disclosure here to quantify the aggregate dollar
amount and describe
the nature of what the CHFW sponsor and its affiliates have at risk
that depends on
completion of a business combination. Include the current value of
securities held, loans
extended, fees due, out-of-pocket expenses and other items for which
the sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for
the company s
officers and directors, if material. Further, please clarify if the
CHFW sponsor and its
affiliates can earn a positive rate of return on their investment,
even if other CHFW
shareholders experience a negative rate of return in the post-business
combination
company. Please also highlight this information in your Questions and
Answers and/or
Summary discussion.
Business Combination Proposal
Background to the Business Combination, page 151
4. Please expand your disclosure on page 153 to describe how Surrozen was
identified as a
target and by whom, and how the negotiations were started with it and
by whom.
5. Please revise the disclosure on page 155 to disclose the post-money
valuation of Surrozen
in its most recent round of financing and the date of that financing.
6. Please revise to explain the bases that management used to determine
that the nine
identified companies in the table were the most comparable to
Surrozen. Discuss all
material criteria and assumptions.
7. We note your disclosure in the sixth bullet on page 157 that the CHFW
board considered a
financial and valuation analysis in its evaluation of the proposed
business combination.
Please revise to indicate whether this is the same analysis that
management presented to
the Board on February 18, 2021. To the extent that this is a different
or updated analysis,
then please revise to present such analysis.
8. With reference to your disclosure on page 156 concerning Surrozen's
pending IPO
process, please revise here or elsewhere, as appropriate, to discuss how
and why Surrozen
became interested in a SPAC merger as opposed to a more traditional IPO
transaction.
Where appropriate, please also disclose the material risks to
unaffiliated investors
presented by taking the company public through a merger rather than an
underwritten
offering. These risks could include the absence of due diligence
conducted by an
underwriter that would be subject to liability for any material
misstatements or omissions
in a LastNameGad
FirstName registration statement.
Soffer
Comapany
9. WithNameConsonance-HFW Acquisition
reference to the March 18, Corp.
2021 entry, please identify the Lead
Investor and discuss
any
June 15, reasons
2021 Pagethis
2 investor provided to support a reduced valuation.
FirstName LastName
Gad Soffer
FirstName LastNameGad SofferCorp.
Consonance-HFW Acquisition
Comapany
June NameConsonance-HFW Acquisition Corp.
15, 2021
June 15,
Page 3 2021 Page 3
FirstName LastName
Certain Material U.S. Federal Income Tax Considerations, page 193
10. Please revise to include a tax opinion covering the material tax
consequences of the
redomestication and redemption. With reference to your disclosure on
page 198
concerning your likely status as a PFIC, please revise so that the
disclosure/opinion
concerning the tax consequences is not "subject to the PFIC rules"
which are discussed
elsewhere in the prospectus. For guidance concerning assumptions and
opinions subject
to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise
the Q&A and
Summary sections accordingly.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 214
11. You indicate in pro forma adjustment (d) that the warrants issued in
the PIPE Financing
are expected to be equity classified under ASC 815-40 after
considering, amongst other
factors, the post-combination company will have a single class equity
structure. You also
disclose on page 32 that the warrants issued in the PIPE Financing
have substantially the
same provisions as the private warrants issued in connection with your
initial public
offering. Please provide us with an analysis supporting your
determination that the PIPE
Warrants meet the requirements for equity classification under ASC
815-40. In this
regard, please clarify whether the warrants issued in the PIPE
Financing contain a
provision similar to the private warrants issued in your IPO that
provides for potential
changes to the settlement amounts dependent upon the characteristics
of the holder of the
warrant.
Information About Surrozen, page 240
12. Please disclose Surrozen's plan for using the proceeds obtained
through the merger and
PIPE financings. In particular, please discuss the funding plan for
each of the two lead
candidates.
Our Strategy, page 247
13. The disclosure on page 247 indicates that Surrozen has a leadership
position as a pioneer
in Wnt pathway modulation and you seek to further your leading
position in developing
Wnt signaling pathway modulators. Please expand your disclosure to
describe the basis
and provide support for these statements. Similarly, please revise the
disclosure on page
30 to clarify how the CHFW Board concluded that this is an industry
leading platform.
Intellectual Property Licensing Arrangements, page 265
14. Please address the following:
With respect to the Stanford License Agreements, revise to provide
the royalty term,
the expected expiration of the patents licensed thereunder;
With respect to the UCSF License and Option Agreements, revise to
identify your
Gad Soffer
Consonance-HFW Acquisition Corp.
June 15, 2021
Page 4
product candidate(s) or programs dependent on the UCSF license and
provide the
expected royalty term if the option is exercised and quantify the
aggregate potential
milestone payments; and
With respect to the Distributed Bio Subscription agreement, revise
to identify your
product candidate(s) and or research program(s) dependent on the
agreement.
Additionally, disclose the subscription term and quantify the annual
fee.
SWAP Platform Technology, page 268
15. We note your disclosure that you solely own or exclusively license twelve
patent families
related to your SWAP platform. Please revise to provide the applicable
jurisdiction for
each of your remaining pending patent applications for your SWAP
platform, aside from
the six patent families that are described.
Surrozen's Executive Compensation
Employment Arrangements, page 300
16. Please confirm that you will file the employment agreements or offer
letters with each of
your named executive officers.
Beneficial Ownership of Securities, page 319
17. With reference to footnotes 5 and 10, please identify the natural
person(s) with voting
and/or dispositive control over the shares.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tracey McKoy at 202-551-3772 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameGad Soffer
Division of
Corporation Finance
Comapany NameConsonance-HFW Acquisition Corp.
Office of Life
Sciences
June 15, 2021 Page 4
cc: Jacqueline Mercier
FirstName LastName