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                            July 15, 2021

       Andrew McDonald
       Chief Executive Officer
       Lifesci Acquisition II Corp.
       250 W 55th St #3401
       New York, NY 10019

                                                        Re: Lifesci Acquisition
II Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 16,
2021
                                                            CIK No. 0001819113

       Dear Mr. McDonald:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       DRS on Form S-1 filed June 16, 2021

       Prospectus Cover Page, page 1

   1.                                                   Please disclose on the
prospectus cover page that the current LSAQ Public
                                                        Stockholders will own
approximately 6% of the combined company   s outstanding shares
                                                        of common stock, and
that the Science 37 stockholders would own approximately 75.1%
                                                        of the outstanding
common stock of the combined company.
   2.                                                   We note that the
consideration for the business combination will include converting
                                                        each Science 37 Warrant
that is outstanding and unexercised into a warrant exercisable to
                                                        receive common stock.
Please clarify if you are registering these converted warrants and
                                                        their underlying common
stock in this offering, as your fee table and related notes
                                                        suggest otherwise.
 Andrew McDonald
Lifesci Acquisition II Corp.
July 15, 2021
Page 2
Summary of the Proxy Statement
Redemption Rights, page 21

3.       We note your disclosure on page F-7 that    the Sponsor and Chardan
Healthcare
         Investments LLC have agreed to (i) waive their redemption rights with
respect to Founder
         Shares and any Public Shares they may acquire during or after the
Initial Public Offering
         in connection with the consummation of a Business Combination.
Please describe any
         consideration provided in exchange for these agreements.
Interests of Certain Persons in the Business Combination, page 22

4.       In your disclosure here and on page 86 under the same caption, please
revise your
         disclosure to also include the private warrants that would be
cancelled and the value of the
         warrants. In addition, please augment your disclosure here to clarify
if the sponsor and its
         affiliates can earn a positive rate of return on their investment,
even if other
         LSAQ stockholders experience a negative rate of return in the
post-business combination
         company.
Risk Factors, page 28

5.       Disclose the material risks to unaffiliated investors presented by
taking the company
         public through a merger rather than an underwritten offering. These
risks could
         include the absence of due diligence conducted by an underwriter that
would be subject to
         liability for any material misstatements or omissions in a
registration statement.
6.       We note your disclosures on page 82 that "[i]n light of the COVID-19
Pandemic and
         recent logistical technology developments, the FDA has reiterated its
support of
         decentralized clinical trials" and on page 122 that "[m]uch of the
growth in DCTs was
         catalyzed by the COVID-19 pandemic in early 2020...The U.S. Food and
Drug
         Administration (   FDA   ) and European Medicines Agency (   EMA   )
each issued guidance
         directing sponsors to implement DCT techniques in order to maintain
study continuity."
         Please address the risk that the FDA may not continue to promote the
use of DCT
         techniques after the pandemic and its potential effect on Science 37's
business, if
         applicable.
In the event that a significant number of public shares are redeemed, our
common stock ..., page
62
FirstName LastNameAndrew McDonald
Comapany
7.          NameLifesci
       Please             Acquisition
               discuss here, as you do II
                                       onCorp.
                                           page 67, the risk that if too many
shareholders redeem
       their shares
July 15, 2021 Page 2it may impact  your  ability to proceed with the Business
Combination.
FirstName LastName
 Andrew McDonald
FirstName  LastNameAndrew
Lifesci Acquisition II Corp. McDonald
Comapany
July       NameLifesci Acquisition II Corp.
     15, 2021
July 15,
Page  3 2021 Page 3
FirstName LastName
Background of the Business Combination, page 78

8.       We note your February 23, 2021 discussion with PWP, and that as a
result of the
         discussion LSAQ submitted a revised LOI to PWP that contemplated a $1
billion pre-
         money valuation with no earnouts. Please revise your disclosure to
describe the basis for
         the change in your pre-money valuation.
9.       Please expand the disclosure in this section to include a more
detailed description of the
         negotiations which occurred in order to establish the core terms of
the business
         combination, such as the share consideration, including the exchange
ratio and earnout
         structure. For example, we note your disclosure that    [o]n February
23, 2021...LSAQ and
         PWP discussed a number of key commercial terms of LSAQ   s proposals,
including
         valuation, concurrent financing size, and earnout structures," and
that "[i]n March 21,
         2021, LSAQ emailed a further revised LOI to Science 37, PWP, and
Cowen, which
         included changes to the earnout shares, including an increase in both
the quantity of shares
         issued and the strike prices that would trigger the earnouts, and
synchronization of the
         sponsor and Science 37 stockholder lockup periods.    Please address
the substance of the
         parties' multiple conversations and discussions that resulted in the
changes to the core
         terms included in the various drafts of the Merger Agreement and
Letters of Intent, as well
         as any key points of disagreement and how they were resolved.
Selected Comparable Public Company Analysis, page 85

10.      To provide additional context for investors, please revise your
disclosure to disclose the
         material aspects of the underlying information and analyses used by
the Board such as, if
         applicable, actual (i.e. numbers) financial and market data, and
comparable companies
         analysis (including the names of the companies), so that shareholders
can understand how
         this information supported the Board's recommendation. In this regard,
we note your
         disclosure that "LSAQ then compared selected implied valuations of
these comparable
         companies to the proposed pre-money valuation for Science 37 of
$1,000,000,000," and
         that based on that information    the Board determined that the
pre-money valuation of
         Science 37 was fair." However, we do not note a discussion of the
implied valuations of
         the comparable companies.
11.      We note that you have provided Science 37's projected sales for 2021
through 2024 which
         results in a Sales CAGR of 87.1% for 2021-2023. Please provide
additional information
         with respect to the underlying assumptions of Science 37's sales
projections so
         stockholders can evaluate the projections and their reasonableness
when making
         their investment decision. As a related matter, please describe how
these projected sales
         relate to the proposed pre-money valuation for Science 37 of
$1,000,000,000. In this
         regard, we note your disclosure the the Board determined that the
pre-money valuation of
         Science 37 was fair, in-part due to the projected sales.
 Andrew McDonald
FirstName  LastNameAndrew
Lifesci Acquisition II Corp. McDonald
Comapany
July       NameLifesci Acquisition II Corp.
     15, 2021
July 15,
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FirstName LastName
12.      None of the factors discussed here appear to pertain to the
consideration to be paid as part
         of the transaction. Explain if the Board took this factor into account
in recommending the
         transaction.
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 86

13.      Please revise your discussion in this section to address in greater
detail the role that the
         financial advisors played in the transaction negotiations and
valuation discussions. Please
         clarify whether the financial advisors delivered any reports to the
Board that were
         materially related to the transaction. If they did, please revise your
disclosure to state as
         much and provide the information required by Item 4(b) of Form S-4.
Interests of Certain Persons in the Business Combination, page 86

14.      We note your disclosure that "[p]ursuant to the Sponsor Support
Agreement, the Sponsor
         has agreed, among other things, to amend the agreement relating to the
Private Placement
         Warrants held by the Sponsor such that they will represent the right
to receive 3,146,453
         shares of common stock at the Effective Time." Please discuss the
potential dilutive
         effect to public stockholders, if applicable.
Proposal No. 2 - The Charter Approval Proposal, page 90

15.      It appears that this proposal includes three changes from majority to
supermajority voting
         requirements. Please ensure your proxy card will allow shareholders to
vote on each
         material change to the charter separately. Alternatively, provide us
with your analysis as
         to why you are not required to unbundle these proposals. Please refer
to Rule 14a-4(a)(3)
         of Regulation 14A, as well as Question 201.01 of the Compliance and
Disclosure
         Interpretations Regarding Unbundling under Rule 14a-4(a)(3) in the M&A
Context.
Overview, page 117

16.      Please provide support for the following statements or characterize
them as your beliefs.

                Your statement in the last sentence of the second full
paragraph of this section that
              "[i]f a typical drug can get to market three months earlier, it
is estimated that between
              $54 million and $720 million of additional revenue can be
generated over the life of
              that drug..."
                Your statement in the last sentence of the third paragraph that
"[o]nly about 8% of
              patients are approached to join a clinical trial because most do
not live near a
              participating research site. About 20% of the patients recruited
do not complete the
              full study. In parallel, only about 5% of providers participate
in clinical research due
              to the high cost and low incentives to house clinical teams or
send patients out of
              their practice for a clinical trial. In the end, approximately
80% of trials experience
              delays, 94% of them greater than one month, resulting in
timelines of 7-13 years to
              launch drug treatments globally."
 Andrew McDonald
FirstName  LastNameAndrew
Lifesci Acquisition II Corp. McDonald
Comapany
July       NameLifesci Acquisition II Corp.
     15, 2021
July 15,
Page  5 2021 Page 5
FirstName LastName
                Your statement on page 119 that "Global annual research and
development spending
              has increased from $33.4 billion in 1993 to current annual
spending of approximately
              $195 billion, growing at a 4% to 5% compounded annual growth
rate."

         With respect to the information you cite, if any reports were
commissioned by you for use
         in connection with the registration statement, please file consents of
such third parties
         pursuant to Rule 436 of the Securities Act as exhibits to your
registration statement or tell
         us why you believe you are not required to do so.
Disrupting a $195 Billion Total Addressable Market, page 121

17.      We note your statement that "Science 37 estimates that its serviceable
available market is
         approximately $60 billion, and expects its serviceable available
market to grow at an
         approximately 6% CAGR over the next five years." Please define and
disclose any
         material assumptions and limitations associated with the estimate
underlying
         the calculation of Science 37's serviceable available market.
Information About Science 37, page 128

18.      In order to better understand the source of revenue, please disclose
the percentage of
         revenue contributed by each of the three primary product offerings, as
well as the number
         of customers in each product offering. Please also discuss, in an
appropriate place in your
         prospectus, the general type of contracts entered into by customers in
such service lines,
         including material terms such as pricing terms, performance periods,
renewal terms and
         termination provisions.
19.      We note that you included months in the "Traditional Trial Workflow"
diagram included
         as Exhibit 1. To ensure comparability, please also consider including
months in Exhibit
         2, which includes the diagram for the "Decentralized Trial Workflow"
or tell us why you
         believe such disclosure is not required.
Trusted, Deep Relationships with Science 37's Large and Growing Customer Base:
, page 129

20.      We note that Science 37 has "numerous strategic collaborations [that]
demonstrate its
         strong relationships with customers." Please file any material
agreements associated with
         such relationships as exhibits and revise your disclosure to include a
description of the
         material terms of such agreements. In this regard, we also note your
disclosure that "[f]or
         the year ended December 31, 2019, four customers     Boehringer
Ingelheim
         International, GmbH (   Boehringer Ingelheim   ), Sanofi US Services
Inc, Otsuka
         Pharmaceutical Development & Commercialization, Inc. and UCB Biopharma
SPRL
         individually each represented greater than 10% of revenue."
Exclusive forum for certain lawsuits, page 163

21.      We note here your disclosure that the exclusive provision contained in
your amended and
         restated certificate of incorporation will not apply to Exchange Act
claims and there will
 Andrew McDonald
FirstName  LastNameAndrew
Lifesci Acquisition II Corp. McDonald
Comapany
July       NameLifesci Acquisition II Corp.
     15, 2021
July 15,
Page  6 2021 Page 6
FirstName LastName
         be concurrent state and federal jurisdiction for Securities Act
claims. However, your risk
         factor on page 58 states that "the federal district courts of the
United States of America
         shall be the exclusive forum for the resolution of any complaint
asserting a cause of action
         arising under the Securities Act." Please revise to ensure consistent
disclosure concerning
         claims filed under the Securities Act. In this regard, we note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. If this provision does not apply to actions
arising under the
         Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
         the governing documents states this clearly.
2020 Bonuses, page 188

22.      Please explain in greater detail how you calculated the annual bonus
for each executive
         officer. Please provide the actual targets and the actual performance
of the company or
         the executive that resulted in the annual bonus. Refer to Item
402(b)(1)(v) of Regulation
         S-K.
Security Ownership of Certain Beneficial Owners and Management, page 199

23.      Please revise your tabular disclosure to identify the natural
person(s) who have sole or
         shared voting or investment power for the securities beneficially
owned by the entities
         identified in the table. For example, please provide the identity of
the natural persons who
         serve as managers of Foresite Capital Management. For guidance, please
refer to Item 403
         of Regulation S-K.
Settlement Agreement with Former Executive Officer and Director, page 206

24.      Please revise your disclosure to name Noah Craft and Belinda Tan as
the parties to the
         settlement agreement as you did in the financial statements for
Science 37.
Certain Relationships And Related Party Transactions, page 207

25.      We note references to the section of this proxy statement/prospectus
entitled 'Management
             Conflicts of Interest', throughout your registration statement.
However, we cannot
         locate such section in your filing. Please revise as necessary or tell
us where you have
         included this section.

Business Combination Marketing Agreement, page F-14

26.      We note your disclosure here that LSAQ   s IPO underwriter, Ladenburg
Thalmann & Co.
         Inc., provided additional services after your IPO. In an appropriate
place in the body of
         the prospectus, please quantify the aggregate fees payable to
Ladenburg Thalman & Co.
         that are contingent on completion of the business combination.
 Andrew McDonald
FirstName  LastNameAndrew
Lifesci Acquisition II Corp. McDonald
Comapany
July       NameLifesci Acquisition II Corp.
     15, 2021
July 15,
Page  7 2021 Page 7
FirstName LastName



LifeSci Acquisition II Corp.
Notes to Condensed Financial Statements, March 31, 2021
Note 7. Stockholders' Equity, page F-14

27.      We note that you account for the private warrants as equity. Please
provide us with your
         analysis under ASC 815-40 to support your accounting treatment for the
warrants. As part
         of your analysis, please address whether there are any terms or
provisions in the warrant
         agreement that provide for potential changes to the settlement amounts
that are dependent
         upon the characteristics of the holder of the warrant, and if so, how
you analyzed those
         provisions in accordance with the guidance in ASC 815-40.
General

28.      In an appropriate place discuss the terms of the earnout shares, such
as the triggering
         events.
29.      Please revise your disclosure throughout the filing to address the
potential impact of
         redemptions on non-redeeming shareholders and all possible sources and
the extent of
         dilution that shareholders who elect not to redeem their shares may
experience in
         connection with the business combination, including:

                the potential impact on the per share value of the shares owned
by non-redeeming
              shareholders by revising your sensitivity analysis to show a
range of redemption
              scenarios, including interim redemption levels. In this regard,
we note that you have
              only included minimum and maximum redemption levels on page 22;
and
                disclose the effective underwriting fee on a percentage basis
for shares at each
              redemption level presented in your sensitivity analysis related
to dilution. In this
              regard, we note that it appears that underwriting fees remain
constant and are not
              adjusted based on redemptions.
30.      Please quantify the aggregate dollar amount and describe the nature of
what the Sponsor
         and its affiliates have at risk that depends on completion of a
business combination.
         Include the current value of securities held, loans extended, fees
due, and out-of-pocket
         expenses for which the Sponsor and its affiliates are awaiting
reimbursement. Provide
         similar disclosure for the company   s officers and directors, if
material.
 Andrew McDonald
Lifesci Acquisition II Corp.
July 15, 2021
Page 8



       You may contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Jennifer L  pez-Molina at
202-551-3792 with any
other questions.



FirstName LastNameAndrew McDonald                       Sincerely,
Comapany NameLifesci Acquisition II Corp.
                                                        Division of Corporation
Finance
July 15, 2021 Page 8                                    Office of Trade &
Services
FirstName LastName