EMBECTA CORP.
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
February 7, 2022
VIA EDGAR
Jason Drory
Ada D. Sarmento
Division of Corporate Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Embecta Corp.
Registration Statement on Form 10-12B
File No. 001-41186
Dear Mr. Drory and Ms. Sarmento:
Reference is made to the Registration Statement on Form 10 (File No. 001-41186) (as amended, the “Registration Statement”), filed by Embecta Corp. (the “Company”) with the U.S. Securities and Exchange Commission.
The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on February 10, 2022, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.
If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, David K. Lam of Wachtell, Lipton, Rosen & Katz, at (212) 403-1394. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Lam and that such effectiveness also be confirmed in writing.
| Sincerely, | ||
| Embecta Corp. | ||
| /s/ Devdatt Kurdikar | ||
| Name: | Devdatt Kurdikar | |
| Title: | President and Chief Executive Officer | |
| cc: | David K. Lam |
Wachtell, Lipton, Rosen & Katz
Forward Looking Statement
The information included on this website and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, transcripts, newsletters and similar events and communications contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws, based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of embecta may differ materially from those expressed or implied by such forward-looking statements and assumptions.These statements use words such as "will," "plan," "expect," "anticipate," "estimate," "next," "project," "potential," "continue," "expand" and "grow" and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance and statements regarding our business strategy, impact of mergers and acquisitions,future product development, regulatory clearances and approvals, competitive position and expenditures.These statements are based on current assumptions and expectations of future events at the time they are made and thus are inherently subject to uncertainty.
All such statements are based upon current expectations of embecta and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. Many of these risks and uncertainties are beyond the company's control. For a discussion of certain factors that could cause our actual results to differ from our expectations in any forward-looking statements see our latest Annual Report on Form 10-K and other filings with the SEC. embecta expressly disclaims any undertaking to update or revise any forward looking statements set forth herein to reflect events or circumstances after the date hereof, except as required by applicable law or regulation.