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| Goodwin Procter LLP 100 Northern Avenue
goodwinlaw.com +1 617 570 1000 |
March 3, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street NE
Washington, DC 20549
Attention: Tara Harkins
Terence O’Brien
David Gessert
Tim Buchmiller
Re: Olink Holding AB (publ)
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted on January 29, 2021
CIK No. 0001835539
Ladies and Gentlemen:
This letter is submitted on behalf of Olink Holding AB (publ) (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form F-1, confidentially submitted on January 29, 2021 (the “Draft Registration Statement”), as set forth in the Staff’s letter dated February 8, 2021 addressed to Jon Heimer, the Company’s Chief Executive Officer (the “Comment Letter”). The Company is concurrently filing a Registration Statement on Form F-1 (“Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted on January 29, 2021
Intellectual Property, page 128
U.S. Securities and Exchange Commission
March 3, 2021
Page 2
| 1. | We note the your revised disclosure regarding the expiration dates of your U.S. granted patents made in response to comment 9. Please expand to provide similar disclosure regarding your European granted patents and summarize the information by patent family and/or the four themes your patent portfolio covers. |
RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page 136 of the Registration Statement in response to the Staff’s comment.
Description of Share Capital and Articles of Association, page 146
| 2. | We note the changes you made in response to comment 13 to the risk factor on page 56, Our articles of association will designate specific courts in the United States as the exclusive forum… Please revise to disclose your exclusive forum provision in the Description of Share Capital and Articles of Association section. |
RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page 160 of the Registration Statement in response to the Staff’s comment.
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If you should have any questions regarding the enclosed matters, please contact me at (212) 813-8821.
| Sincerely, | |
| /s/ Kristopher D. Brown | |
| Kristopher D. Brown, Esq. |
Enclosures
| cc: | Jon Heimer, Chief Executive Officer, Olink Holding AB (publ) |
Oskar Hjelm, Chief Financial Officer, Olink Holding AB (publ)
Linda Ramirez-Eaves, Esq., General Counsel, Olink Holding AB (publ)
Stephanie A. Richards, Esq., Goodwin Procter LLP