United States securities and exchange commission logo
July 1, 2021
David Allemann
Founder and Executive Co-Chairman
On Holding AG
Pfingstweidstrasse 106
8005 Zurich
Re: On Holding AG
Draft Registration
Statement on Form F-1
Submitted June 4,
2021
CIK No. 0001858985
Dear Mr. Allemann:
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 June 4, 2021
Market and Industry Data, page iv
1. Please tell us whether
you commissioned any of the third-party data presented in your
document and, if so,
please file the consent as an exhibit.
Partners' Letter, page viii
2. Please move this
section to another appropriate section after the Risk Factors section.
David Allemann
FirstName
On HoldingLastNameDavid Allemann
AG
Comapany
July 1, 2021NameOn Holding AG
July 1,2 2021 Page 2
Page
FirstName LastName
Summary, page 1
3. Please revise to ensure that the information you include in your
summary is balanced,
such as, by way of example and not limitation, more prominent
disclosure of your net
losses.
Implications of Being an Emerging Growth Company, page 14
4. Please supplementally 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 communication.
Non-IFRS Measures, page 83
5. We note that your EBITDA measure adjusts for "Foreign exchange
result." Please note
that EBITDA, by definition, should only reflect adjustments for
interest, taxes,
depreciation and amortization. In this regard, please revise to remove
the Foreign
exchange adjustment from your calculation of EBITDA or alternatively,
you may include
such adjustments in your calculation of Adjusted EBITDA. Please refer
to Question
103.01 of the Commission s Compliance and Disclosure Interpretations:
Non-GAAP
Measures dated April 4, 2018.
6. We note your presentation of Adjusted Net Income and Adjusted EPS.
Please revise to
present the effect of income taxes as a separate adjustment and expand
your disclosure to
clearly explain how the tax effects of non-GAAP adjustments are
calculated, or explain
why you do not believe this is necessary. Refer to Question 102.11 of
the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
Liquidity and Capital Resources, page 86
7. It appears that On Holdings is structured as a holding company that
relies of distributions
from operating subsidiaries to fund cash requirements. If appropriate,
please clarify this
in your filing and revise your disclosures to discuss any material
restrictions on your
ability to transfer funds from your operating subsidiaries and the
potential impact on your
liquidity.
Intellectual Property, page 108
8. Please disclose the material terms of the agreements with third
parties you refer to on page
45, such as the duration and the termination provisions, Refer to Item
10.C of Form 20-F.
David Allemann
FirstName
On HoldingLastNameDavid Allemann
AG
Comapany
July 1, 2021NameOn Holding AG
July 1,3 2021 Page 3
Page
FirstName LastName
9. Please file as an exhibit the license agreement mentioned on page 45
or tell us why you do
not believe this is required. Refer to Item 601(b)(10) of of
Regulation S-K.
Principal Shareholders, page 120
10. Please revise your disclosure to identify the natural person or
persons who have voting
and investment control of the shares held by each entity in the table.
11. Please provide the disclosure required by Item 7.A.2. of Form 20-F.
No Sales of Similar Securities, page 156
12. Please disclose the exceptions to the agreements with your directors,
officers and existing
stockholders.
Enforcement of Judgments, page 170
13. Please revise the disclosure in the first paragraph of this section to
identify counsel and
file the consent of counsel as an exhibit.
You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Perry Hindin at 202-551-3444 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Deanna L. Kirkpatrick