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United States securities and exchange commission logo
January 5, 2023
Dr. Michael Davidson
Chief Executive Officer
NewAmsterdam Pharma Co N.V.
Gooimeer 2-35
1411 DC Naarden
The Netherlands
Re: NewAmsterdam Pharma
Co N.V.
Registration
Statement on Form F-1
Filed December 20,
2022
File No. 333-268888
Dear Dr. Michael Davidson:
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 filed on December 20, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
securities. If the
warrants are out the money, please disclose the likelihood that warrant
holders will not
exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors,
MD&A, and use of proceeds section and disclose that cash
proceeds associated
with the exercises of the warrants are dependent on the stock price.
3. Highlight the
significant impact that resales covered by this registration statement could
Dr. Michael Davidson
NewAmsterdam Pharma Co N.V.
January 5, 2023
Page 2
have on the public trading price of your securities.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 156
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.
General
5. Please revise your prospectus to highlight any differences in the
current trading price, the
prices that the PIPE investors acquired their shares and warrants, and
the price that the
public security holders acquired their shares and warrants. Disclose
that while the PIPE
investors 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
statement.
Please contact Cindy Polynice at 202-551-8707 or Joe McCann at
202-551-6262 with any
other questions.
FirstName LastNameDr. Michael Davidson Sincerely,
Comapany NameNewAmsterdam Pharma Co N.V.
Division of
Corporation Finance
January 5, 2023 Page 2 Office of Life
Sciences
FirstName LastName