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United States securities and exchange commission logo
January 4, 2023
Jun Yoon
Chief Financial Officer
Structure Therapeutics Inc.
611 Gateway Blvd., Suite 223
South San Francisco, CA 94080
Re: Structure
Therapeutics Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted December
5, 2022
CIK No. 0001888886
Dear Jun Yoon:
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 S-1
Cover Page
1. Disclose on your cover
page whether your offering is contingent upon final approval of
your NASDAQ listing
application. Please ensure the disclosure is consistent with your
underwriting agreement.
Prospectus Summary, page 1
2. Please disclose whether
you plan to conduct the Phase 2 trials for ANPA-0073 in the US
or in another country.
Jun Yoon
FirstName LastNameJun
Structure Therapeutics Inc.Yoon
Comapany
January NameStructure Therapeutics Inc.
4, 2023
January
Page 2 4, 2023 Page 2
FirstName LastName
Our Pipeline and Programs, page 4
3. We note your use of the term significant unmet medical needs
here and elsewhere in the
document. Such a term might imply that your candidates are eligible
for fast track
designation or priority review granted by the FDA for products that
treat certain serious
unmet medical needs. Please remove your use of this term throughout or
otherwise please
explain why you believe use of this term is appropriate.
Business, page 120
4. Please revise the Business section, where appropriate, to present your
plans for
the Phase 1b multiple ascending dose trial in GSBR-1290. In this
regard, we note your
Summary disclosure indicates that in September 2022 you received FDA
allowance for
the IND associated with this trial. Also discuss your current plans
for the Phase 2 trial
for ANPA-0073.
Initial Public Offering Participation Rights, page 198
5. We note your response to prior comment 3. Prior to effectiveness,
please revise the
prospectus, where appropriate, to disclose whether the shares will be
offered as part of the
public offering or in separate private placement.
Principal Shareholders, page 200
6. Please revise to identify the natural person(s) with voting and/or
dispositive control over
the shares held by ERVC Healthcare IV, L.P. and XX-I SHT Holdings
Limited.
You may contact Vanessa Robertson at 202-551-3649 or Terence O'Brien at
202-551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at
202-551-
6262 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Patrick Loofbourrow