DRSLTR 1 filename1.htm DRSLTR

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

 

PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

ANDREW L. FOSTER *

BRADLEY A. KLEIN ~

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

RORY MCALPINE

JONATHAN B. STONE *

PALOMA P. WANG

◆ (ALSO ADMITTED IN ENGLAND & WALES)

~ (ALSO ADMITTED IN ILLINOIS)

* (ALSO ADMITTED IN NEW YORK)

 

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

 

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

            

 

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

 

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July 29, 2019

Confidential

Draft Registration Statement

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:

I-Mab

   

Confidential Submission of the Draft Registration Statement on Form F-1

Dear Sir/Madam,

On behalf of our client, I-Mab, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s ordinary shares, par value US$0.0001 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act, as amended (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. The Company also confirms that it will publicly file the registration statement previously submitted on a confidential basis at least 15 days prior to any road show in connection with the proposed offering. A registration statement on Form F-6 relating to the ADSs will be filed with the Commission in due course.


Draft Registration Statement

Securities and Exchange Commission

July 29, 2019

Page 2

 

Financial Information

The Company has included in this submission its audited consolidated financial statements and selected financial information as of December 31, 2017 and 2018 and for each of the two years ended December 31, 2017 and 2018. As an emerging growth company, the Company has omitted its audited consolidated financial statements and selected financial information for the year ended December 31, 2016. Prior to the distribution of a preliminary prospectus, the Company will amend the registration statement to include all financial statements required by Regulation S-X at the date of the amendment.

*        *        *


Draft Registration Statement

Securities and Exchange Commission

July 29, 2019

Page 3

 

If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740 4863 or via e-mail at julie.gao@skadden.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

 

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

 

cc:

Jingwu Zhang Zang, Chairman of the Board of Directors, I-Mab

 

Jielun Zhu, Director and Chief Financial Officer, I-Mab

 

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 

Jane Kong, Partner, PricewaterhouseCoopers Zhong Tian LLP

 

Li He, Esq., Partner, Davis Polk & Wardwell LLP