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United States securities and exchange commission logo
July 11, 2022
Timothy Lu, M.D., Ph.D
Chief Executive Officer
Senti Biosciences, Inc.
2 Corporate Drive, First Floor
South San Francisco, CA 94080
Re: Senti Biosciences,
Inc.
Registration
Statement on Form S-1
Filed June 28, 2022
File No. 333-265873
Dear Dr. Lu:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed June 28, 2022
Cover Page
1. For each of the common
stock shares being registered for resale, disclose the price that the
selling securityholders
paid for such shares.
2. We note the significant
number of redemptions of your common stock in connection with
your business
combination and that the shares being registered for resale will constitute a
considerable percentage
of your public float. We also note that many of the shares being
registered for resale
were purchased by the selling securityholders for prices considerably
below the current
market price of the common stock. Highlight the significant negative
impact sales of shares
on this registration statement could have on the public trading price
of the common stock.
Timothy Lu, M.D., Ph.D
FirstName LastNameTimothy Lu, M.D., Ph.D
Senti Biosciences, Inc.
Comapany
July NameSenti Biosciences, Inc.
11, 2022
July 11,
Page 2 2022 Page 2
FirstName LastName
Prospectus Summary
Overview, page 6
3. In light of the significant number of redemptions and LifeForce
Capital not funding the
$16.2 million pursuant to a certain subscription agreement entered
into concurrently with
the execution of the Business Combination Agreement in December 2021,
expand your
discussion of capital resources to address any changes in the company
s liquidity position
since the business combination. If the company is likely to have to
seek additional capital,
discuss the effect of this offering on the company s ability to
raise additional capital.
4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
Risk Factors, page 11
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
significantly below the SPAC IPO price, the private investors have an
incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
General
6. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the sponsor, private placement investors, PIPE
investors, and any other
selling securityholders acquired their shares, and the price that the
public securityholders
acquired their shares. Disclose that while the sponsor, private
placement investors, PIPE
investors, and any other selling securityholders may experience a
positive rate of return
based on the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to differences in
the purchase prices and
the current trading price. Please also disclose the potential profit
the selling
securityholders will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
Timothy Lu, M.D., Ph.D
Senti Biosciences, Inc.
July 11, 2022
Page 3
statement.
Please contact Dillon Hagius at 202-551-7967 or Jason Drory at
202-551-8342 with any
questions.
Sincerely,
FirstName LastNameTimothy Lu, M.D., Ph.D
Division of
Corporation Finance
Comapany NameSenti Biosciences, Inc.
Office of Life
Sciences
July 11, 2022 Page 3
cc: Maggie Wong
FirstName LastName