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United States securities and exchange commission logo





                            March 1, 2023

       Jack K. Heilbron
       Chief Executive Officer
       Murphy Canyon Acquisition Corp.
       4995 Murphy Canyon Road, Suite 300
       San Diego, CA 92123

                                                        Re: Murphy Canyon
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted February
1, 2023
                                                            CIK No. 0001896212

       Dear Jack K. Heilbron:

              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.

       Draft Registration Statement on Form S-4 submitted February 1, 2023

       Cover Page

   1.                                                   On the cover page of
the joint proxy statement/prospectus which appears immediately
                                                        following the letter to
stockholders, please clearly disclose the valuation of the target
                                                        company where the
business combination consideration is discussed, expressed as a dollar
                                                        amount.
   2.                                                   Please revise your
disclosure in the third paragraph on this page to show the potential
                                                        impact of redemptions
on the per share value of the shares owned by non-redeeming
                                                        shareholders by
including a sensitivity analysis showing a range of redemption scenarios,
                                                        including minimum,
maximum and interim redemption levels. Please include similar
                                                        disclosure in the
summary of the material terms of the transaction on page 3 and the Q&A
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March2 1, 2023 Page 2
Page
FirstName LastName
         referencing the post combination equity stakes on page 7.
3.       Please identify the Private Placement Investor where first discussed.
Summary of the Material Terms of the Transaction, page 4

4.       We note that certain shareholders have agreed to waive their
redemption rights. Please
         describe any consideration provided in exchange for this agreement.
5.       We note your discussions of the Shareholder Support Agreement and the
Sponsor Support
         Agreement throughout the document. In this section, please disclose
the percentage of
         outstanding shares that have agreed to vote in favor of the business
combination.
6.       Please clarify if the Sponsor and its affiliates can earn a positive
rate of return on their
         investment, even if other SPAC stockholders experience a negative rate
of return in the
         post-business combination company.
7.       Please disclose the Sponsor and its affiliates    total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities.
Disclose the
         approximate dollar value of that interest based on the transaction
value and recent trading
         prices as compared to the price paid.
8.       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.
Questions and Answers about the Business Combination and Proposals, page 6

9.       Please add a Q&A discussing all possible sources and extent of
dilution that shareholders
         who elect not to redeem their shares may experience in connection with
the business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions.
Summary of the Proxy Statement/Prospectus
Sponsor, page 13

10.      We note that the company's CEO, Jack Heilbron, is the sole and
managing member of the
         Sponsor, Murphy Canyon Acquisition Sponsor LLC. Please clearly
disclose this
         information where the Sponsor is first discussed and disclose all
associated conflicts of
         interest, including quantification of any financial benefit Mr.
Heilbron may receive in
         connection with the business combination by virtue of his membership
in the Sponsor
         entity. Your disclosure regarding these conflicts should appear in
each place where the
         differing interests of the directors and officers of MURF compared to
those of MURF
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March3 1, 2023 Page 3
Page
FirstName LastName
         stockholders are discussed.
Interests of MURF's Directors and Officers in the Business Combination, page 15

11.      We note your statement that the Sponsor, Conduit or Conduit's
shareholders and/or their
         respective affiliates may purchase shares or enter into agreements to
purchase shares to
         increase the likelihood of approval of the business combination
proposal. Confirm your
         intent to comply, and revise your disclosure on pages 16, 47 and 63
accordingly, with the
         conditions set forth in Question 166.01 of the Tender Offers and
Schedules C&DI.
Conditions to the Closing of the Business Combination, page 17

12.      Please revise to identify which conditions the parties may waive and
still proceed with the
         business combination.
Risk Factors, page 22

13.      Please highlight the risk that the Sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to stockholders rather than
liquidate.
14.      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.
We have identified material weaknesses in our internal control over financial
reporting..., page
26

15.      Please revise this risk factor to discuss the steps you have taken, or
will take, in order to
         remediate the significant deficiency in your internal controls.
If the Business Combination's benefits do not meet the expectations of
investors or securities
analysts..., page 39

16.      Please disclose here if the parties are currently aware of any ongoing
litigation related to
         the merger agreement.
Our certificate of incorporation provides, subject to limited exceptions, that
the Court of
Chancery..., page 42

17.      We note your disclosure regarding the exclusive forum provision.
Please also disclose
         that investors may incur increased costs due to the provision and
clarify that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder.
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March4 1, 2023 Page 4
Page
FirstName LastName
We may not be able to complete the Private Placement in connection with the
Business
Combination., page 44

18.      We note the above titled risk factor undermines your disclosure
elsewhere which
         presumes the private placement will close, including your disclosure
that a subscription
         agreement has been entered into between the Private Placement Investor
and MURF.
         Please reconcile or explain.
MURF's stockholders may be held liable for claims by third parties..., page 47

19.      We note the above titled risk factor. Please revise to explain why you
believe this risk
         factor presents a material risk related to the transaction and why you
believe that MURF
         may not properly assess claims that may be brought against the
company.
Special Meeting of MURF Stockholders
Opinion of ValueScope, Inc., page 51

20.      Please remove your statement on page 52 that ValueScope's reports and
opinions "have
         been reviewed by the SEC, Internal Revenue Service and United States
Department of
         Justice", as such statement implies approval of such reports and
opinions by the named
         agencies, which is not the case.
Opinion of ValueScope, Inc.
Overview of Key Assumptions and Inputs, page 54

21.      We note that the valuation prepared by ValueScope considered 14
indications by Conduit
         for the proposed clinical assets. Please explain how these 14
indications relate to the
         pipeline table disclosed on page 128. In this regard, the disclosure
on page 128 indicates
         that Conduit (through its funding arrangement with St George Street)
currently only has
         rights to development clinical assets, AZD1656 and AZD5904, in six
indications.
22.      You state that the current development stage of each application was
provided by Conduit
         and MURF, which estimated that completion of Phase I would take
approximately 1 year,
         Phase II would take approximately 2 years, Phase III would take about
1 year, and
         approval from the FDA would take an additional 1 year. You also
disclose that
         ValueScope researched development timelines by phase in the
pharmaceutical industry
         and determined that the estimates provided by Conduit management were
reasonable.
         Please discuss the type and extent of research performed by ValueScope
in assessing the
         reasonableness of these development timelines.

23.      You disclose that Conduit intends to license their products upon
successful Phase II
         completion and expects that licensing agreements would provide them
with development
         success driven milestone payments and a royalty on future revenue
generated by the
         products. Please address the following:
             Clearly explain how the Global Funding Agreement with St George
Street provides
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March5 1, 2023 Page 5
Page
FirstName LastName
              you with exclusive rights to develop AZD1656 and AZD5904 and cite
the specific
              provisions within this agreement that entitle you to future
license fees, milestone
              payments and royalties. Provide us with a copy of the Global
Funding Agreement to
              assist us with our analysis.
                Tell us why you believe comparing industry milestone payments
with large
              pharmaceutical companies is comparable to Conduit's operations.
                We note that most of the applications have a low probability
rate of success. Tell us
              how milestone payments and licensing income were determined for
those
              applications given the probability of success appears unlikely
they would achieve a
              stage that would result in milestone payments or licensing
income. For example, for
              Crohn's disease with a PoS of 20% tell us why it is appropriate
to project revenue for
              this application.
                Tell us which applications are assumed to have future licensing
income and milestone
              payments and why.

24.      You disclose that Conduit expects future licensing agreements to
contain a royalty rate of
         15.0% of revenue, and that ValueScope reviewed industry data and
observed a range of
         12.5% to 18.0% within similar licensing agreements and used a 15.0%
royalty rate in its
         base case. Tell us what consideration was given to the company being
an early stage
         biotech with no significant operating history in research and
development in determining a
         15% royalty rate. For the royalty rates disclosed on page 60, explain
to us whether such
         rates take into consideration the existing agreements among Conduit
Pharmaceuticals Inc.,
         St George Street Capital, Vela Technology PLC, and Cizzle PLC, which
seem to limit
         Conduit's entitlement to future royalties. In your response, please
also discuss whether
         such limitations also exist for other product candidates.
Comparable Public Companies Selected for Beta Analysis, page 55

25.      We note your disclosure of numerous public companies that ValueScope
determined were
         comparable to Conduit. Please revise to further disclose the
methodology used to reach
         this determination and explain why ValueScope believed the identified
companies were
         comparable to Conduit given its stage of operations and appropriate to
use in the
         analysis. in the analysis.
Probability of Success ("PoS"), page 57

26.      You state on page 55 that ValueScope reviewed two industry studies to
determine the
         appropriate PoS for each application by stage, and that they selected
the PoS data it
         deemed most appropriate from each study based on the therapeutic area
involved and
         averaged the two data points to form its base-case PoS assumptions for
each indication.
         Please address the following:
             Provide narrative disclosure explaining what is depicted in each
of the charts
             appearing in this section.
             For each column in the PoS table at the top of page 57, clarify
what the PoS
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March6 1, 2023 Page 6
Page
FirstName LastName
              percentages represent and how each was derived. In this regard,
clarify whether the
              percentages are meant to indicate the PoS that each indication
will complete each
              phase of development.
                Walk us through a specific indication and explain what the PoS
percentages imply.
              For example, are we to infer from this table that for Crohn's
Disease you estimate that
              there is a 40% PoS that the product candidate will successfully
complete Phase II
              trials? If this is the case, why would the PoS for successful
completion of Phase III
              and ultimate FDA approval then increase to 60% and 83%,
respectively? How do
              these phase-by-phase probabilities correlate to a total PoS of
20%?
                Clarify how and when the 61% probability for the COVID-19
indication
              was determined and if the new COVID-19 variations affect that
probability.
Certain Unaudited Conduit Prospective Financial Information, page 60

27.      You disclose that the projections disclosed on page 60 were prepared
by Conduit
         management, provided to MURF in connection with the evaluation of the
Business
         Combination, and provided to ValueScope in connection with its
fairness opinion. You
         also disclose that the projections were provided on a base-case
non-probability adjusted
         basis and that ValueScope has made adjustments to pre-tax income of
each product for the
         probability of its success at that point in time. Please address the
following:

                Explain how you determined that presenting these projections on
a non-probability
              adjusted basis without also providing balancing disclosure on a
probability-adjusted
              basis provides meaningful information to investors.
                Explain your consideration of providing similar pro forma
income statement
              projections on a probability-adjusted basis, taking into
consideration the adjustments
              made by ValueScope for purposes of their fairness opinion.
                Expand your narrative discussion to clearly disclose the
material assumptions used by
              Conduit management when preparing the projections for each line
item as well as the
              adjustments made by ValueScope. For example, quantify the
assumptions used by
              management in projecting future revenues and development costs
for each indication
              and quantify the specific adjustments made by ValueScope.
                o  As it relates specifically to revenue projections, in
addition to illustrating how
                   the PoS of each indication was utilized when estimating
future licensing income
                   and milestone payments, please also provide clarity as to
how forecasted patent
                   expiry is reflected in the projected revenue streams. In
this regard, we note your
                   disclosure that Conduit   s revenue was projected to grow
rapidly once several
                   products launch to market, after which, revenue was
projected to grow steadily
                   until the product   s patents are expected to expire in 2030
(with declining
                   revenue over the three years after expiry and a low rate of
growth afterwards at
                   total addressable market expands.) The development timelines
provided by
                   Conduit management suggest a total of five years to get FDA
approval, which
                   appears to indicate that your products will be marketed, at
the earliest, in 2028.
                   With patent expiry in 2030, this suggests a relatively short
life span of revenue
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March7 1, 2023 Page 7
Page
FirstName LastName
                     generation.
                 o   As it relates specifically to development cost
projections, clarify what
                     adjustments were made by ValueScope to the projections
provided by
                     management. For example, based on the development
timelines provided by
                     Conduit management, it would appear that 2027 would be the
projected phase
                     III development period for 14 applications, yet there is
only $3.8 million in
                     projected development costs for this year no developments
costs in 2028 when
                     presumably additional costs/studies will still be required
to obtain regulatory
                     approval.

28.      Please also revise your disclosure to address the following: :
             Clearly state when these projections were prepared and
management's reasons for
             producing the projections. To the extent that a material amount of
time has passed
             since the projections were prepared, disclose whether these
projections still reflect
             management   s views on future performance.
             Disclose all material assumptions used to develop the projections,
including assumed
             timing of regulatory approvals for Conduits' product candidates,
the length of time
             from approval to commercial availability, assumptions about market
acceptance /
             penetration rates, market growth rates and the impact of
competition.
             Explain why Conduit prepared projections for 11 years and discuss
any associated
             risks related to projections covering operating results over this
time period.

         Please also increase the size of the graphic appearing on page 60 so
that the text is easily
         readable.
Background of the Business Combination, page 64

29.      We note that Alliance Global Partners acted as a financial advisor to
both Murphy
         Canyon and Conduit for this transaction. Please revise to clarify at
what point the parties
         were made aware of the potential conflict of interest and whether the
same individuals
         were engaged to perform the advisory services. To the extent you have
not done so,
         please also describe the steps the parties took to mitigate the risks
resulting from the
         engagements and, if applicable, how potential conflicts of interest
were considered by the
         Murphy Canyon board in negotiating the terms of the merger agreement.
Additionally,
         please include a risk factor in the risk factors section discussing
the risks to investors
         related to this potential conflict of interest.
30.      Please name the legal, accounting and financial advisors that attended
the "all hands"
         organizational call on August 11, 2022, discussed on page 65.
31.      In this section, disclose any discussions about the need to obtain
additional financing for
         the combined company, such as the Private Placement, and the
negotiation/marketing
         processes undertaken to date (e.g., identification of the Private
Placement Investor and
         how the terms of the Private Placement were determined).
         Please provide more fulsome disclosure of the discussions related to
Mr. Sragovicz
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March8 1, 2023 Page 8
Page
FirstName LastName
32.      continuing employment as the Chief Financial Officer of New Conduit.
33.      We note your statement on page 67 that the Board reviewed an investor
presentation and
         analyses contained therein as part of its evaluation of the business
combination. Please
         provide further detail regarding the contents of such presentation.
Approval of the Transactions by Conduit's Board of Directors
Interests of the Sponsor and MURF's Directors and Officers in the Business
Combination, page
70

34.      Please disclose specifically how the Board considered Jack Heilbron's
control of the
         Sponsor and the financial benefits he would gain as a result of the
business combination.
         If such issue was not specifically considered, please clearly state
this fact and explain.
35.      We note that Murphy Canyon's initial charter waived the corporate
opportunities
         doctrine. Please discuss how the board considered this in determining
whether to approve
         and recommend the transaction.
Certain Agreements Related to the Business Combination
Subscription Agreement, page 78

36.      Please highlight the material differences in the terms and price of
securities issued at the
         time of the IPO as compared to private placements contemplated at the
time of the
         business combination. Please also disclose if any of Murphy Canyon's
directors, officers,
         Sponsor or their affiliates will participate in this private
placement.
Material U.S. Federal Income Tax Consequences, page 79

37.      We note your disclosure that the parties "intend" for this transaction
to qualify as
         a reorganization within the meaning of Section 368(a) of the Internal
Revenue
         Code. However, the disclosure does not clearly indicate whether the
parties expect the
         business combination to be tax-free to U.S. holders. Revise to make
clear whether the
         parties expect the business combination to be tax-free to U.S.
holders. If you are able to
         conclude that the business combination is likely to be tax-free to
U.S. holders, file a tax
         opinion supporting such a conclusion. For further guidance see Staff
Legal Bulletin No.
         19 and Item 601(b)(8) of Regulation S-K. If there is uncertainty
regarding the tax
         treatment of the business combination, counsel   s opinion should
discuss the degree of
         uncertainty.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 86

38.      Please explain to us, and revise to disclose, how you have calculated
the
         12,381,296 MURF Class A common stock under the maximum redemption
scenario.
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March9 1, 2023 Page 9
Page
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information , page 87

39.      Please revise your disclosure in the tables on page 87 to include the
Private Placement
         Investor's shares.
Exchange of Conduit Shares for Shares of New Conduit, page 88

40.      Please explain to us, and revise to disclose, how you have calculated
the 218,629 shares
         resulted from the conversion of the convertible notes payables. Also
as it relates to your
         exchange ratio, please expand to disclose whether the exchange ratio
is subject to
         variations, and if so, what they are. Also consider the need for
providing a sensitivity
         analysis.
Pro Forma Transaction Accounting Adjustments, page 93

41.      Under adjustment (h) you classify the warrants issued to the Private
Placement Investor as
         a derivative liability. You also state that these warrants have
materially similar terms as
         MURF   s publicly traded warrants, which appear to be equity
classified. Please explain to
         us the related terms and your accounting basis for the classification
of all your outstanding
         warrants, including MURF's publicly traded warrants, MURF's private
placement
         warrants, and the Private Placement Investor warrants. Disclose all
the significant terms
         of the Subscription agreement for the Private Placement warrants in
the filing, including
         the terms that result in the Private Placement warrants being
classified as liabilities.
Comparative Per Share Data, page 95

42.      Please revise to disclose all equity shares (e.g. warrants) that are
excluded from these
         comparative share information.
Business of Conduit Pharmaceuticals Limited, page 125

43.      Throughout this section please revise your disclosure to clarify the
role Conduit plays and
         has played to date in the discovery and development efforts discussed.
For example,
         clearly disclose whether any of the clinical trials reflected in the
pipeline table on page
         128 were conducted by Conduit. If trials were conducted by a third
party, please so state.
         If Conduit's role is merely to provide funding for clinical trials
conducted by third parties,
         including St George Street, this should be clear throughout the
prospectus.
44.      We note your statement that your current development pipeline includes
a glucokinase
         activator "which is Phase II ready"; however, you also state on page
23 that "Conduit has
         not generated the data to support such [an Investigational New Drug]
application, and the
         results of preclinical studies will require FDA review prior to the
initiation of clinical
         studies which may not be granted". Please reconcile and clarify your
disclosure
         throughout the prospectus regarding the phase of development of each
product candidate
         and the steps that must be undertaken by Conduit, including regulatory
submissions, to
         progress the identified products candidates to commercialization.
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March101, 2023 Page 10
Page
FirstName LastName

45.      Where clinical studies or trials are discussed, please revise your
disclosure to clarify the
         scope, size and design of the trial; the primary and secondary
endpoints, as applicable;
         whether the studies or trials were powered to show statistical
significance; and whether
         any adverse side effects were observed.
Science Strategy, page 125

46.      We note your statement that all of the assets in your pipeline have
been successfully tested
         in Phase I clinical trials. This statement conflicts with the pipeline
table on page 128
         indicating that AZD5904 has not yet completed Phase I trials. Please
reconcile your
         disclosure or advise.
47.      Please remove claims that you have an advantage in the speed you will
conduct trials
         as these statements are speculative. You may state, if true, that
Conduit's goal is to
         develop its product candidates more efficiently than current industry
standards.
Strategic Alliances and Arrangements, page 127

48.      For each licensing agreement disclosed in this section, please revise
to include the nature
         and scope of intellectual property transferred, each parties    rights
and obligations, the
         duration of agreement and royalty term, up-front or execution payments
received or paid,
         aggregate amounts paid or received to date under agreement, aggregate
future
         potential milestone payments to be paid or received, segregated by
development and
         commercial milestone payments, and royalty rates or a royalty range
not to exceed ten
         percentage points. Please also file these agreements as exhibits to
the registration
         statement, or tell us why you do not think such a filing is
appropriate. For guidance, refer
         to Item 601 of Regulation S-K.
Initial Pipeline: AZD1656 and AZD5904, page 128

49.      Please describe how management arrived at the potential market values
for each
         indication discussed in this section. For example only, disclosure on
page 129 indicates
         that Conduit's management believes the global market for uveitis will
be $1.7 billion in
         2023. Please discuss the methodology management used in reaching these
conclusion or
         provide other support for this and similar statements.
AZD1656 in Infectious Diseases - Covid-19 and Long Covid, page 130

50.      Please revise your disclosure to present objective information about
trial results, rather
         than conclusions as to the safety or efficacy of your product
candidates. For example
         only, on page 131 you state that AZD1656 was "effective" in treating
severe inflammatory
         disease and seen to be "safe." Please revise this statement, and any
others like it, to
         remove the conclusions that your product candidates will be safe and
effective, as
         such conclusions are within the sole authority of the FDA and
comparable foreign
         regulators.
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March111, 2023 Page 11
Page
FirstName LastName
Intellectual Property, page 132

51.      For each patent or patent application appearing in this section,
please disclose the product
         candidate to which each patent relates, whether the patents are owned
or licensed, the type
         of patent protection you have, the expiration dates or potential
expiration, if granted, and
         the applicable jurisdictions of protection.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Conduit Pharmaceuticals Limited
Key Component of Result of Operations
Operating Expenses
Research and Development Expenses, page 148

52.      You appear to indicate on page 128 that, except for Idiopathic Male
Infertility, which is in
         preclinical, and COVID-19, which is in Phase II, the indications are
in Phase I. Please
         clarify in the filing:
             how the applications reached Phase I if you have only worked on
the COVID-19
              application.
             how the COVID-19 application reached Phase II based on the amount
of research and
              development expenses incurred in the periods presented. In this
regard, we note that it
              does not appear that research and development expense occurred
prior to the fourth
              quarter of 2021.
Conduit Financial Statements
4. Liability related to the Sale of Future Revenue
Indirect Investment Regarding the Covid Asset, page F-10

53.      Please revise to expand your disclosures to provide more details of
the terms under
         the Indirect Investment Regarding the Covid Asset with St George
Street Capital (SGSC),
         including but not limited to the following:
             The rights and obligations between Conduit and SGSC, as they are
related to
              intellectual properties, clinical trials, manufacturing, funding
obligations, and etc.
             The rights and obligations between Conduit, SGSC and the third
party funding
              companies when indirect investment is obtained from other third
party companies,
              either via Conduit or directly by SGSC.
             The rights and obligations between Conduit, SGSC and the third
party
              pharmaceutical companies when out licensing to third party
pharmaceutical
              companies for further development and commercialization.
             Clarify for us whether Conduit and SGSC are under common control.
And if so,
              please disclose that fact.

         Provide quantitative disclosures whenever applicable. The same comment
also applies to
         your Global Funding Agreement with SGSC as disclosed at page 128.
54.      Clarify the accounting treatment for amounts incurred related to
research and development
 Jack K. Heilbron
FirstName  LastNameJack   K. Corp.
                             Heilbron
Murphy Canyon    Acquisition
Comapany
March      NameMurphy Canyon Acquisition Corp.
       1, 2023
March121, 2023 Page 12
Page
FirstName LastName
         expenditures and the accounting basis thereof. Distinguish between
amounts funded to
         SGSC and research and development activities performed directly by
you. Clarify if you
         have the license to perform the research and development in-house or
if the license is held
         by SGSC. Also clarify throughout the filing if all research and
development is being
         performed by St George Street Capital.
55.      You state on page 162 that the Funding Agreement entitles Conduit to
100% of the net
         revenue on projects that Conduit funds by itself which appears to
differ from the
         disclosure on page F-10 that states SGSC agreed to pay you a royalty
of 30% of sales in
         excess of $24.5 million (  19.2 million) of the Covid Asset should it
reach the
         commercialization stage and generate revenue in exchange for the
Company funding
         SGSC   s research and development efforts. Please revise to clarify.
Cizzles PLC, page F-11

56.      You state on page F-11 that on February 11, 2022, you entered into an
agreement with
         Cizzle whereby Cizzle "agreed to purchase a percentage of future
revenue earned in the
         Covid Asset, should it reach the commercialization stage." The
disclosure appears
         inconsistent with the disclosure on page F-29 that states that "Cizzle
agreed to provide
         funding to the Company for the Covid Asset for use in the field in
exchange for a
         percentage of future revenue earned if the Covid Asset is
commercialized." Also, the
         consideration for the agreement of $1.6 million in the disclosure on
page F-11 differs from
         the consideration of $1.3 million in the roll-forward on page F-11 and
the disclosure on
         page F-29. Please revise for consistency.
Vela Technologies PLC and Cizzle PLC, page F-11

57.      We have the following comments related to your agreements with Vela
Technologies PLC
         and Cizzle PLC:

                Revise to clarify who are the parties under the agreements, as
you disclosed that the
              Vela agreement was between Conduit and SGSC, while the Cizzle
agreement was
              between Conduit and Cizzle. Also revise to provide in detail the
rights and
              obligations of each party, for example, the royalty percentage
Cizzle purchased under
              that agreement.
                Provide us an analysis of the factors you relied upon to
overcome the debt
              presumption under ASC 470-10-25. Disclose the related terms in
the agreements that
              help address each bullet point under ASC 470-10-25-2. In your
analysis, please tell us
              how you have considered the fact that you have offered an option
for Cizzle to sell its
              economic interest in the Covid Asset back to you at a higher
price.
                As a related matter, we note that in the statement of cash flow
on page F-5, you
              present the $1.6 million cash received under the Vela agreement
as operating
              activities, while presenting the proceeds from sale of shares
received related to the
              sale of future revenue under both agreements as financing
activities. Please help us
              understand the reasons for the inconsistency or revise if
necessary.
 Jack K. Heilbron
Murphy Canyon Acquisition Corp.
March 1, 2023
Page 13
General

58.   It appears that deferred underwriting fees from Murphy Canyon's initial
public offering
      remain constant and are not adjusted based on redemptions. Revise your
disclosure to
      disclose the effective underwriting fee on a percentage basis for shares
at each redemption
      level presented in your sensitivity analysis related to dilution.
59.   We note that Alliance Global Partners was the underwriter for the initial
public offering of
      the SPAC and that they served as a financial advisor to both Murphy
Canyon and
      Conduit in connection with this transaction. We also note press reports
that certain
      financial advisors are ending their involvement in SPAC business
combination
      transactions. Please tell us whether you have received notice from this
      institution about ceasing involvement in your transaction and how that
may impact your
      deal or any deferred compensation owed to such company. In addition,
identify any other
      financial advisors who served the parties in connection with the proposed
transaction, and
      provide similar disclosure as applicable.
60.   With a view toward disclosure, please tell us whether your Sponsor is, is
controlled by, or
      has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
      addresses how this fact could impact your ability to complete your
initial business
      combination. For instance, discuss the risk to investors that you may not
be able to
      complete an initial business combination with a U.S. target company
should the
      transaction be subject to review by a U.S. government entity, such as the
Committee on
      Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
      as a result, the pool of potential targets with which you could complete
an initial business
      combination may be limited. Further, disclose that the time necessary for
government
      review of the transaction or a decision to prohibit the transaction could
prevent you from
      completing an initial business combination and require you to liquidate.
Disclose the
      consequences of liquidation to investors, such as the losses of the
investment opportunity
      in a target company, any price appreciation in the combined company, and
the warrants,
      which would expire worthless.
       You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other
questions.



                                                            Sincerely,
FirstName LastNameJack K. Heilbron
                                                            Division of
Corporation Finance
Comapany NameMurphy Canyon Acquisition Corp.
                                                            Office of Life
Sciences
March 1, 2023 Page 13
cc:       Avital Perlman, Esq.
FirstName LastName
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