Divakar Gupta
+1 212 479 6474
dgupta@cooley.com
October 18, 2023
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Vanessa Robertson |
Mary Mast
Joshua Gorsky
Jason Drory
| Re: | Abivax SA |
Amendment No. 1 to Registration Statement on Form F-1
Filed on October 16, 2023
File No. 333-274780
Ladies and Gentlemen:
On behalf of Abivax SA (the “Company”), we are providing this letter in response to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) Division of Corporation Finance contained in its letter, dated October 17, 2023 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to the Registration Statement on Form F-1, filed on October 16, 2023 (the “Amendment No. 1 Registration Statement”).
In response to the comment set forth in the Comment Letter, the Company has revised the Amendment No. 1 Registration Statement and is filing an amendment to the Registration Statement (the “Amended Registration Statement”) with this response letter, which reflects changes made in response to the comment contained in the Comment Letter.
The numbering of the paragraph below corresponds to the numbering of the comment contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Amended Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in the Amended Registration Statement.
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com
October 18, 2023
Page Two
Amendment No. 1 to Registration Statement on Form F-1, filed October 16, 2023
Capitalization, page 85
| 1. | Please revise the description in the second bullet to quantify separately the amount of the tranches drawn for the Kreos/Claret OCABSA and Heights Convertible Notes as well as the amounts repaid under the First KC Agreement, the Second KC Agreement and the OCEANE bonds. |
In response to the Staff’s comment, the Company has updated its disclosure on pages 85 and 86.
* * * *
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com
Divakar Gupta
+1 212 479 6474
dgupta@cooley.com
Please direct any questions or further comments concerning the Registration Statement or this response letter to either the undersigned at (212) 479-6474, Marc Recht of Cooley LLP at (617) 937-2316, Ryan Sansom of Cooley LLP at (617) 937-2335 or Denny Won of Cooley LLP at (415) 693-2032.
| Sincerely, |
| /s/ Divakar Gupta |
| Divakar Gupta |
| cc: | Marc de Garidel, Abivax SA |
Didier Blondel, Abivax SA
Marc Recht, Cooley LLP
Ryan Sansom, Cooley LLP
Denny Won, Cooley LLP
Nathan Ajiashvili, Latham & Watkins LLP
Alison A. Haggerty, Latham & Watkins LLP
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6275 cooley.com