United States securities and exchange commission logo
January 28, 2021
Berndt Modig
Chief Executive Officer
Pharvaris, B.V.
J.H. Oortweg 21
2333 CH Leiden, The Netherlands
Re: Pharvaris, B.V.
Amendment No. 1 to
Registration Statement on Form F-1
Filed January 22,
2021
File No. 333-252157
Dear Mr. Modig:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 15, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1
Material United States and Dutch Income Tax Considerations, page 177
1. We note your revised
disclosure and your response to comment 5. It appears that you do
not intend to file a
tax opinion relating to the U.S. tax consequences of this transaction.
Please tell us why you
have determined that such a tax opinion is not required for this
transaction
considering, for example, the uncertainty relating to your PFIC status.
Alternatively, please
file an opinion that addresses U.S. tax matters. Refer to Item 601 of
Regulation S-K and
Section III.A of Staff Legal Bulletin No. 19.
Berndt Modig
FirstName LastNameBerndt Modig
Pharvaris, B.V.
Comapany
January 28,NamePharvaris,
2021 B.V.
January
Page 2 28, 2021 Page 2
FirstName LastName
You may contact Julie Sherman at 202-551-3640 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Chris Edwards at 202-551-6761 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Sophia Hudson, Esq.