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United States securities and exchange commission logo
March 22, 2021
Stephen Hurly
Chief Executive Officer
LAVA Therapeutics BV
Yalelaan 60
3584 CM Utrecht, the Netherlands
Re: LAVA Therapeutics
BV
Amendment No. 1 to
Registration Statement on Form F-1
Filed March 18,
2021
File No. 333-253795
Dear Mr. Hurly:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our 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 the comment, we may have additional comments.
Form F-1 Amendment No. 1 Filed March 18, 2021
VUmc Agreement , page 102
1. We note your response
to comment 3. It remains unclear how the Exit payment obligation
will impact your
financial statements upon effectiveness of the IPO. It appears on page 88
that you expect a
liability of 11 million Euro associated with the Exit Payments as part of
the Pro Forma as
adjusted information in the Capitalization table. Given that the amount is
material to your
operating results, please expand your disclosure in the Summary and
Selected Financial
Data, Capitalization table, MD&A and the corresponding risk factor to
discuss how you
determined the liability amount, what the corresponding expense amount
will be, and whether
you will recognize the total expense amount in FY 2021. Also,
clarify the disclosure
on page 102 that states a material impact on operating results is
limited to the extent
payment is made in cash. Further, please reconcile the disclosure on
page F-30 that appears
to indicate that the Exit payment is limited to 3.2 million Euros
with the disclosure on
page 102 that the Exit payment could be in the high teens of
Stephen Hurly
LAVA Therapeutics BV
March 22, 2021
Page 2
millions of Euros. Please provide your accounting analysis and refer to
IAS 37,
if applicable, in your response.
You may contact Christie Wong at 202-551-3684 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameStephen Hurly
Division of
Corporation Finance
Comapany NameLAVA Therapeutics BV
Office of Life
Sciences
March 22, 2021 Page 2
cc: Joshua A. Kaufman, Esq.
FirstName LastName