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United States securities and exchange commission logo
April 18, 2024
David P. Hochman
Chief Executive Officer
Orchestra BioMed Holdings, Inc.
150 Union Square Drive
New Hope, PA 18938
Re: Orchestra BioMed
Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form S-1 on Form S-3
Filed March 27,
2024
File No. 333-274924
Dear David P. Hochman:
We have reviewed your amended 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.
Unless we note otherwise,
any references to prior comments are to comments in our October 24, 2023
letter.
Amendment No. 1 to Registration Statement on Form S-1 on Form S-3
Cover Page
1. We note your response
to prior comment 1 and re-issue in part. Where you disclose the
"weighted average per
share" price of common stock, please further revise to disclose the
price that the selling
securityholders paid for each of the securities being registered for
resale.
2. We note your response
to prior comment number 4 that "the weighted average price of the
shares of common stock
being registered . . . was $6.65" and, therefore, the Company has
elected not to include
this information. While the average initial sale price of your
common stock is more
than the current market value, there remain selling shareholders
that will profit on
sales as a result of the lower initial price for which they purchased their
shares. Therefore,
these selling shareholders will have an incentive to sell their shares and
that public
securityholders may not experience a similar rate of return on the securities
David P. Hochman
Orchestra BioMed Holdings, Inc.
April 18, 2024
Page 2
they purchased. Please revise your cover page and risk factors to include
disclosure
relating to certain selling shareholders' incentive to sell.
Risk Factors, page 8
3. We note your response to prior comment 6 and re-issue in part. We note
the significant
number of redemptions of your common stock in connection with your
business
combination and that the shares being registered for resale will
constitute a considerable
percentage of your public float. Please highlight in a risk factor here
the amount of shares
being registered for resale could have a significant negative impact on
the public trading
price of the common stock and the attendant risks.
Please contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at
202-551-3642
with any other questions.
Sincerely,
FirstName LastNameDavid P. Hochman Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameOrchestra BioMed Holdings, Inc.
Services
April 18, 2024 Page 2
cc: Yariv Katz
FirstName LastName