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United States securities and exchange commission logo
July 22, 2022
Philip Caramanica
Secretary & Treasurer
Alvotech
1201 Wilson Blvd., Ste. 2130
Arlington, Virginia 22209
Re: Alvotech
Registration
Statement on Form F-1
Filed July 14, 2022
File No. 333-266136
Dear Mr. Caramanica:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed July 14, 2022
Cover Page
1. For each of the founder
shares and the public warrants, disclose the price that the selling
securityholders paid
for such shares and units overlying such securities.
2. We note your disclosure
that you will receive proceeds from the exercise of the Warrants
and that the exercise
price of your Warrants is $11.50 per warrant. Please include
disclosure that
compares the market price of the ordinary shares underlying the Warrants
to the exercise price
of the Warrants. Please also describe the impact on your liquidity
and update your
disclosure to address your ability to fund your operations on a
prospective basis with
your current cash on hand.
Philip Caramanica
FirstName
Alvotech LastNamePhilip Caramanica
Comapany
July NameAlvotech
22, 2022
July 22,
Page 2 2022 Page 2
FirstName LastName
3. We note your disclosure that based on the closing price of your
Ordinary Shares of $7.00
as of July 11, 2022, the Sponsor and other holders of the Founder
Shares would
experience a potential profit of up to approximately $5.88 per share,
or up to
approximately $36.73 million in the aggregate. Please also indicate
that the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also include appropriate risk factor disclosure.
Risk Factors
Risks Related to Ownership of our Ordinary Shares and our Status as a Public
Company
Sales of Ordinary Shares, or the perception of such sales, by us or the Selling
Securityholders
pursuant to this prospectus . . . ., page 67
4. We note your disclosure on page 68 that the Ordinary Shares being
offered for resale
pursuant to this prospectus by the Selling Securityholders represent
approximately
6.87% of Alvotech s outstanding shares as of June 15, 2022. This
appears to conflict with
your disclosure on the cover page which states the percentage is
84.31%. Please reconcile
your disclosure or otherwise advise. Also, to illustrate this risk,
revise to disclose the
purchase price of the securities being registered for resale.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 139
5. In light of the significant number of redemptions and the likelihood
that the company will
not receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the ordinary
shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s ordinary shares. Your
discussion should
highlight the fact that Alvogen Lux Holdings and Aztiq Pharma
Partners, beneficial
owners of 35% and 40% of your outstanding shares, respectively, will
be able to sell all of
their shares for so long as the registration statement of which this
prospectus forms a part
is available for use.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
Philip Caramanica
Alvotech
July 22, 2022
Page 3
statement.
You may contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-
3635 with any questions.
Sincerely,
FirstName LastNamePhilip Caramanica
Division of Corporation
Finance
Comapany NameAlvotech
Office of Life Sciences
July 22, 2022 Page 3
cc: Nicolas H.R. Dumont, Esq.
FirstName LastName