View:
United States securities and exchange commission logo
July 25, 2023
Iain Brown
Chief Financial Officer
Mural Oncology Ltd
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Re: Mural Oncology Ltd
Amendment No. 2 to
Draft Registration
Statement on Form 10
Submitted July 14,
2023
CIK No. 0001971543
Dear Iain Brown:
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 Registration Statement on Form 10 as Confidentially
Submitted on July 14,
2023
Business, page 105
1. We note your response
to prior comment 6, which we reissue in part. There are still
numerous instances
throughout the Information Statement where information presented in
your tables and figures
appears to be printed in type that is too small to read. Even with
enhanced pixilation,
such text is not legible. Please revise to ensure any included figures
and graphics can be
read. By way of example only and not limitation, we note the
following:
Text in the
leftmost blue columns and in the "Indication" and "Dosing" columns of
Iain Brown
Mural Oncology Ltd
July 25, 2023
Page 2
your pipeline overview and discovery programs tables on page 112
Text related to Part C in the dose expansion figure on page 116
Line items on the x and y axes in many of your tables, such as
on pages 120 and 121.
Safety Observations, page 122
2. We note your response to to prior comment 11 and the distinction
between the severity of
adverse events as graded by the CTCAE and as defined by the FDA.
Please disclose all
serious adverse events observed in ARTISTRY-1 meeting the FDA
definition and
quantify the number of each type of event.
Conditions to the Distribution, page 173
3. You disclose that Alkermes in its sole discretion may waive any of the
listed conditions to
the distribution, including that Alkermes shall have received a
private letter ruling from
the IRS and a tax opinion from Goodwin Procter LLP. If Alkermes waives
any
such condition and the changes, such as those resulting from different
tax
consequences, would be material to Alkermes' shareholders, please tell
us how such
changes will be communicated to shareholders.
Voting, page 192
4. We note your revisions in response to prior comment 14. We also note
your reference to
your Constitution and your response letter's reference to Regulation 96
of your
Constitution.
Please file your articles and bylaws or instruments corresponding
thereto.
Additionally, your disclosure is not clear as to when voting is
decided on a show of
hands if all resolutions put to a vote of a general meeting of
shareholders are to be
decided on a poll. Please clarify when a show of hands may or will
determine the
vote. For example, will a show of hands determine the vote of a
resolution at a
special meeting, for other questions that arise at a meeting for
which a poll is not
demanded, or any other circumstances?
FirstName LastNameIain Brown
Please incorporate risk factor disclosure describing the limitations
on shareholder
Comapany voting
NameMural
rightsOncology Ltd show of hands voting can be used.
in cases where
July 25, 2023 Page 2
FirstName LastName
Iain Brown
FirstName LastNameIain Brown
Mural Oncology Ltd
Comapany
July NameMural Oncology Ltd
25, 2023
July 25,
Page 3 2023 Page 3
FirstName LastName
You may contact Frank Wyman at 202-551-3660 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Lauren Hamill at 303-844-1008 or Suzanne Hayes at
202-551-3675 with
any other questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Robert E. Puopolo