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United States securities and exchange commission logo
October 24, 2023
David P. Hochman
Chief Executive Officer
Orchestra BioMed Holdings, Inc.
150 Union Square Drive
New Hope, Pennsylvania 18938
Re: Orchestra BioMed
Holdings, Inc.
Registration
Statement on Form S-1
Filed October 10,
2023
File No. 333-274924
Dear David P. Hochman:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Please disclose the
exercise prices of the warrants compared to the market price of the
underlying security. We
note that several of the warrants are out the money, please
disclose the likelihood
that warrant holders will not exercise their warrants on the cover
page and provide
similar disclosure in the prospectus summary, risk factors, MD&A and
use of proceeds
section. Furthermore, as applicable, please describe the impact on your
liquidity and update
the discussion on the ability of your company to fund your operations
on a prospective basis
with your current cash on hand.
3. We note the significant
number of redemptions of your public shares in connection with
your business
combination and that the shares being registered for resale will constitute a
David P. Hochman
FirstName LastNameDavid
Holdings,P.Inc.
Hochman
Orchestra BioMed
Comapany
October 24,NameOrchestra
2023 BioMed Holdings, Inc.
October
Page 2 24, 2023 Page 2
FirstName LastName
considerable percentage of your public float. We also note that most
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors
Risks Related to Ownership of Our Common Stock
The future sales, or the perception of future sales, of shares by existing
stockholders and future
exercise of registration rights may..., page 52
4. Please revise this risk factor to further highlight the negative
pressure potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
significantly below the SPAC IPO price, the private investors have an
incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 60
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
General
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor and other selling securityholders
acquired their shares
and warrants, and the price that the public securityholders acquired
their shares and
warrants. Disclose that while the Sponsor and other selling
securityholders may
experience a positive rate of return based on the current trading
price, the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
David P. Hochman
Orchestra BioMed Holdings, Inc.
October 24, 2023
Page 3
also disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
8. You appear to be registering shares issued or issuable to former
equityholders of
Orchestra BioMed, Inc. To the extent this is the case, these affiliates
are deemed to be
underwriters and must set a price at which the shares will be sold
pursuant to the
prospectus. Refer to Securities Act Rule 145(c). Please revise the
prospectus accordingly.
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.
Please contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at
202-551-7153
with any other questions.
Sincerely,
FirstName LastNameDavid P. Hochman Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameOrchestra BioMed Holdings, Inc.
Services
October 24, 2023 Page 3
cc: Yariv Katz
FirstName LastName