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January 31, 2023
Eduardo Bravo Fernandez de Araoz
Principal Executive Officer
Oculis Holding AG
Bahnhofstrasse 7
CH-6300
Zug, Switzerland
Re: Oculis Holding AG
Amendment No. 3 to
Registration Statement on Form F-4
Filed January 27,
2023
File No. 333-268201
Dear Eduardo Bravo Fernandez de Araoz:
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
January 12, 2023 letter.
Amendment No. 3 to Registration Statement on F-4 filed January 27, 2023
Material Tax Considerations, page 165
1. We refer to your
response to comment 1 in our letter dated December 20, 2022 and your
exhibit 8.1 filing.
Revise your "United States Federal Income Tax Considerations to U.S.
Holders" section to
state that it is the opinion of named counsel. Refer to Section III.B.2
of Staff Legal Bulletin
No. 19 for guidance.
Eduardo Bravo Fernandez de Araoz
FirstName LastNameEduardo Bravo Fernandez de Araoz
Oculis Holding AG
Comapany
January 31,NameOculis
2023 Holding AG
January
Page 2 31, 2023 Page 2
FirstName LastName
Oculis SA Consolidated Financial Statements for the Years Ended December 31,
2021 and 2020,
page F-50
2. We note the audited financial statements included in the filing are
older than 12 months
since January 1, 2023. Since it appears this F-4 represents your
initial public offering,
please update your financial statements pursuant to Item 8.A.4 of Form
20-F, or provide
the appropriate representations in an exhibit. Refer to Instruction 2
to Item 8.A.4.
You may contact Li Xiao at 202-551-4391 or Daniel Gordon at 202-551-3486
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Derek Dostal, Esq.