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United States securities and exchange commission logo
January 7, 2021
Jon Heimer
Chief Executive Officer
Knilo HoldCo AB
Uppsala Science Park
SE-751 83
Uppsala, Sweden
Re: Knilo HoldCo AB
Draft Registration
Statement on Form F-1
Submitted on
December 11, 2020
CIK No. 0001835539
Dear Mr. Heimer:
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 F-1 submitted on December 11, 2020
Risk Factors
Because we have elected to take advantage of the controlled company
exemption..., page 50
1. Please expand to
disclose the percentage of your voting power Summa Equity AB
currently beneficially
owns and is expected to beneficially own immediately following the
closing of the
offering. Additionally, disclose that you are a controlled company in the
Prospectus Summary.
Use of Proceeds, page 63
2. We note that you plan
to use a portion of the proceeds of this offering to repay your
Jon Heimer
FirstName LastNameJon Heimer
Knilo HoldCo AB
Comapany
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current outstanding credit facilities. Please expand to disclose the
amount outstanding
under these facilities and the material terms of repayment. Please
also expand to disclose
the amount outstanding under those facilities as of the latest
practicable date and describe
the interest rate and maturity of such indebtedness and, for
indebtedness incurred within
the past year, the uses to which the proceeds of such indebtedness
were put. Please refer
to Item 3.C.4 of Part I of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Indicators of Performance and Financial Condition, page 75
3. We note that you eliminate management adjustments when calculating
non-IFRS Adjusted
EBITDA and that you believe that these costs are not reflective of
your normal course of
business. We further note that these costs consist of impairment of
intangible assets;
system and process improvements, integration and reorganization costs;
and recognition
of the step up in inventory. Please revise to quantify and describe
the nature of these costs
and explain why these costs are not normal recurring expenses
necessary to operate your
business. Refer to Question 100.01 of the Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
4. Further, we note that several of these management reconciling items
appear to be
recurring in nature since you reported similar costs in the comparable
periods. Please tell
us how you considered the guidance in Item 10(e) of Regulation S-K
which prohibits
adjusting a non-GAAP financial performance measure to eliminate or
smooth items
identified as unusual when the nature of the charge or gain is such
that it is reasonably
likely to recur within two years or there was a similar charge or gain
within the prior two
years. Otherwise, revise your presentation to comply.
Business
Overview, page 91
5. We note your disclosure here and elsewhere that your customers
carefully and rigorously
vet and validate your technology before adopting Olink. Please expand
your disclosure to
describe the process whereby customers vet your technology.
6. We note your disclosure in the last paragraph on page 93 and on page 3
that you plan to
increase your library to approximately 3,000 protein biomarker targets
in 2021 and to over
6,000 protein biomarker targets over time. Please expand your
disclosure to describe how
you plan to accomplish this in greater detail. We also understand from
your disclosure
that your detection technology relies on a matched pair of two
antibodies each with a
complementary DNA tag that hybridizes when in close proximity. Please
clarify whether
expanding your biomarker targets beyond your current library could be
limited if some
proteins require more than two antibodies for identification.
7. We note your disclosure that you anticipate that the first diagnostic
protein signature
based on PEA will be commercialized by one of our customers in the
diagnostics market
Jon Heimer
Knilo HoldCo AB
January 7, 2021
Page 3
in 2021. Please clarify how you plan to derive revenue from such
commercialization.
Our Market Opportunity, page 112
8. We note that you estimate your addressable market is $35 billion,
which consists of a $19
billion research opportunity and a $16 billion clinical opportunity.
Please expand your
disclosure to describe how you developed this estimate.
Intellectual Property, page 124
9. Please expand your disclosure to discuss the durations of the patents
you own or in-
license.
Related Party Transactions
Management Services Agreement, page 137
10. Please disclose if payments will be made to Summa Equity AB under the
Management
Services Agreement after the consummation of your offering and how any
such payments
would be determined. Please also file this agreement as an exhibit to
your registration
statement of tell us why such agreement is not required to be filed.
Principal Shareholders, page 139
11. Please ensure that you identify the natural persons who are the
beneficial owners of the
shares held by the 5% or greater shareholder identified in your table.
Description of Share Capital and Articles of Association, page 140
12. We note from your introduction to this section that your summary of
your share capital
stock is qualified by reference to "applicable Swedish law." You may
not qualify
disclosure by reference to information outside the registration
statement. Please revise as
appropriate.
13. We note your disclosure on page 55 that your articles of association
will provide that the
United States District Court for the District of Delaware shall be the
sole and exclusive
forum for resolving any complaint filed in the United States asserting a
cause of action
arising under the Securities Act. Please expand your disclosure in this
section to clearly
describe your federal forum provision, address any uncertainty as to its
enforceability and
FirstName LastNameJon Heimer
discuss the impact it may have on investors, including increased costs
to bring a claim and
Comapany NameKnilo
that the HoldCo
provisions AB
can discourage claims or limit investors ability
to bring a claim in a
Januaryjudicial
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3 they find favorable.
FirstName LastName
Jon Heimer
FirstName LastNameJon Heimer
Knilo HoldCo AB
Comapany
January NameKnilo HoldCo AB
7, 2021
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General
14. Please provide us with copies of all written communications, as
defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
retain copies of the communications.
You may contact Tara Harkins at (202) 551-3639 or Terence O Brien at
(202) 551-3355
if you have questions regarding comments on the financial statements and
related matters.
Please contact David Gessert at (202) 551-2326 or Tim Buchmiller at (202)
551-3635 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Kristopher D. Brown, Esq.