United States securities and exchange commission logo
November 29, 2022
Georges Gemayel, Ph.D.
Interim President and Chief Executive Officer
Gemini Therapeutics, Inc.
297 Boston Post Road #248
Wayland, MA 01778
Re: Gemini
Therapeutics, Inc.
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 23,
2022
File No. 333-267276
Dear Georges Gemayel:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 17, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Risk Factors
Risks Related to the Merger, page 23
1. We reissue comment 2 in
part. Revise the risk factor to specifically address the fact that
the projections do not
consider the risk that none of the Disc product candidates receive
FDA approval. We note
this disclosure in the revisions on page 150 in response to our
prior comments.
Summary of Financial Analysis, page 157
2. We note your response
to comment 4 and your revised disclosure on page 157. Please also
explain here what
factors led SVB Securities to use a discount rate ranging from 10% to
Georges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
November 29, 2022
Page 2
12%. In the alternative, if the range was provided by Gemini management,
please
disclose that information and any associated parameters provided by
Gemini.
You may contact Tara Harkins at 202-551-3639 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any
other
questions.
Sincerely,
FirstName LastNameGeorges Gemayel, Ph.D.
Division of
Corporation Finance
Comapany NameGemini Therapeutics, Inc.
Office of Life
Sciences
November 29, 2022 Page 2
cc: Mark Nylen, Esq.
FirstName LastName