United States securities and exchange commission logo
June 28, 2021
Ron Zwanziger
Chief Executive Officer, Chairman and Director
LumiraDx Limited
c/o Ocorian Trust (Cayman) Limited
PO Box 1350, Windward 3, Regatta Office Park
Grand Cayman KY1-1108, Cayman Islands
Re: LumiraDx Limited
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted June 16,
2021
CIK 0001685428
Dear Mr. Zwanziger:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Questions and Answers About the Proposals and the Special Meeting
Did the CAH board of directors obtain a third-party valuation or
fairness opinion in determining
whether or not to proceed with the Merger?, page viii
1. We note your response
to prior comment 3 and re-issue in part. Please revise your
disclosure in the
response to this question and on page 4 of the proxy statement/prospectus
to briefly explain why
CAH determined that neither it nor any of its officers, directors,
sponsor, or advisors
was affiliated with LumiraDx and therefore why CAH did not obtain
a fairness opinion,
third-party valuation or take any additional measures, such as the
formation of an
independent committee of the board.
Ron Zwanziger
FirstName LastNameRon Zwanziger
LumiraDx Limited
Comapany
June NameLumiraDx Limited
28, 2021
June 28,
Page 2 2021 Page 2
FirstName LastName
What happens if I fail to take any action with respect to the special meeting?,
page xii
2. We note your revised disclosure stating that if "the Merger is not
approved, you will
continue to be a stockholder and/or warrant holder of CAH and will
become a stockholder
and/or warrant holder of LumiraDx following consummation of the
Merger." Please
revise to indicate how a CAH stockholder would become a stockholder
and/or warrant
holder of LumiraDx if the Merger is not approved at the special
meeting or advise.
Summary
Information About the Companies
LumiraDx Limited, page 1
3. We note your response to prior comment 4 and re-issue in part. Please
revise the
"LumiraDx Limited" subsection of the Summary to discuss the test strip
recall in January
2021.
CAH's Board of Directors' Reasons for Approval of the Merger, page 3
4. We note your response to prior comment 5 and revised disclosure and
re-issue in part.
Please revise to provide more specificity on the other EUA submissions
that are being
referenced in the comparison and discuss the reasons why CAH's board
believes that
LumiraDx's assays are "among the best performing."
Summary Historical Financial Information CAH, page 13
5. Please revise the summary historical financial information of CAH for
the three months
ended March 31, 2021 to be consistent with their Statement of
Operations presented on
page F-18. Also, since you indicate that the amounts presented are in
thousands, please
revise the total assets for December 31, 2020 to be $151 rather than
$150,698.
Comparative Per Share Data, page 16
6. We note your response to comment 10. Please show us your calculations
for the
combined pro forma and pro forma equivalent book value per share
amounts of $4.66 and
$3.79 as well as your revised CAH $.76 historical book value per
share. Also, clarify
whether the book value per share information for CAH is as of March
31, 2021 or
December 31, 2020. Lastly, indicate what footnote (1) to the table is
attempting to convey
to readers since you present a December 31, 2020 pro forma combined
balance sheet on
pages 199 and 200.
Summary of Financial Analyses, page 118
7. Please remove all disclaimers surrounding the financial projections,
including the
statement that the summary does not purport to be a complete
description of the analyses
performed by management and internal advisors of CAH or of its
presentation to CAH s
Ron Zwanziger
FirstName LastNameRon Zwanziger
LumiraDx Limited
Comapany
June NameLumiraDx Limited
28, 2021
June 28,
Page 3 2021 Page 3
FirstName LastName
board of directors on March 19, 2021. CAH is responsible for ensuring
that all material
information used by its management, internal advisors and board of
directors in
determining to approve the transaction is presented to investors.
8. Please revise your CAH financial projections to include the non-GAAP
reconciliations
required by Item 10(e) of Regulation S-K or advise.
CAH Financial Projections, page 120
9. We note the "major assumptions" referred to in your headnotes to the
projections are not
presented with any specificity. As such, and for each scenario
presented, please provide
the material assumptions underlying the revenue, EBITDA, and free cash
flow
projections, including asset, revenue and earnings growth rates,
projected market
penetration rates, discount rates, etc. The level of detail provided
must be sufficient
enough for an investor to understand the reasonableness of the
assumptions underlying the
projections as well as the inherent limitations on the reliability of
projections in order to
make informed investment decisions. To the extent that these
projections assume changes
in your historical operating trends, please revise your disclosure to
address why the
projected changes in trends are appropriate and why the assumptions
underlying these
projected changes are reasonable. In addition, in light of your
limited commercial
experience with your Platform and your launch of tests, ensure you
fully explain how you
arrived at your revenue projections. If you assessed the probability
of regulatory/technical
success, ensure you provide such details.
Comparable M&A Transaction Analysis, page 122
10. Please revise your disclosure to explain why CAH compared "Implied EV
to LTM
Revenue" from the comparable companies in this analysis to EV to
expected revenue
metrics, rather than to LumiraDx's "Implied EV to LTM Revenue."
Business of LumiraDx, page 150
11. We note your response to prior comment 17. Please revise within this
section, as
appropriate, to discuss the nature of LumiraDx's arrangement with NHS
for the delivery of
POC tests.
Note 3. Accounting for the Merger , page 204
12. You disclose that as CAH does not meet the definition of a business in
accordance with
IFRS 3 ( Business Combinations ), the transaction will be
accounted for within the scope
of IFRS 2 ( Share-based Payment ). As such, the fair value of
LumiraDx shares
transferred to CAH shareholders in excess of the net assets of CAH
will be recorded in
Selling, Marketing and Administrative expenses. We see such adjustment
in Note
6. Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations
for the Year Ended December 31, 2020. However, under the caption,
Anticipated
Accounting Treatment, on page 126 you disclose that any difference
between the fair
Ron Zwanziger
LumiraDx Limited
June 28, 2021
Page 4
value of LMDX common shares and the fair value of CAH's identifiable net
assets will be
recorded as additional paid-in capital, in accordance with IFRS 2. With
reference to the
specific guidance in IFR2, please confirm your accounting and revise your
disclosures
accordingly.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of
December 31, 2020, page 205
13. Please expand note 5(e) and 5(m) to address the underlying accounting for
both the public
and private placement warrants as a result of the IPO and the Merger.
Also, clarify how
you determined the $7,493 adjustment and indicate the impact the
remaining warrant
liability may have on future operating results.
14. We note the revision made to pro forma adjustment 5(f) in response to
comment
18 includes a reference to a 2.625766662:1 Subdivision. However, we note
elsewhere in
your filing that the February 1, 2021 Subdivision was 220:1 and that the
2.625766662 is
the LMDX Conversion Factor. Please clarify and expand your disclosure to
quantify the
historical LMDX ordinary and common shares outstanding as of December 31,
2020, the
additional shares issued as a result of the Subdivision and/or Conversion
Factor and the
number of shares shares issued upon the conversion of the outstanding
series A and B
preferred shares to arrive at the pro forma shares of LMDX ordinary and
common shares.
Please consider a tabular presentation for ease of understanding.
You may contact David Burton at 202-551-3626 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameRon Zwanziger
Division of
Corporation Finance
Comapany NameLumiraDx Limited
Office of Life
Sciences
June 28, 2021 Page 4
cc: Edwin M. O Connor
FirstName LastName