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United States securities and exchange commission logo
March 26, 2021
Iraj Ali, Ph.D.
Chief Executive Officer
Achilles Therapeutics plc
245 Hammersmith Road
London W6 8PW
United Kingdom
Re: Achilles
Therapeutics plc
Amendment No. 2 to
Registration Statement on Form F-1
Filed March 25,
2021
File No. 333-253735
Dear Dr. Ali:
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.
Amendment to Form F-1 filed March 25, 2021
Summary consolidated financial data, page 13
1. Please revise this page
to present pro forma and supplemental pro forma earnings per
share information and
its related notes consistent with that provided on page 116 and 117.
Financial Statements, page F-1
2. We note the added
disclosure that the financial statements exclude the one-for-0.2526
reverse share split of
all ordinary shares, except for N ordinary shares, and the one-for-
0.1792 reverse share
split of N ordinary shares that will be part of the company s
corporate
reorganization to be effected immediately prior to and conditional on the
completion of this
offering. Please clarify if the historical financial statements and
Iraj Ali, Ph.D.
Achilles Therapeutics plc
March 26, 2021
Page 2
auditor's opinion will be updated prior to effectiveness to reflect the
reverse share splits
and tell us how your intended presentation complies with SAB Topic 4C. If
not, revise to
provide pro forma earnings per share information in the footnotes to the
financial
statements and discuss the matter as part of your subsequent event note.
You may contact Julie Sherman at 202-551-3640 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameIraj Ali, Ph.D.
Division of
Corporation Finance
Comapany NameAchilles Therapeutics plc
Office of Life
Sciences
March 26, 2021 Page 2
cc: Seo Salimi
FirstName LastName