UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): June 37, 2022

~~Oaktree~~OAKTREE ~~Acquisition~~ACQUISITION ~~Corp~~CORP. II

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Cayman Islands	001-39526	98-1551592
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 South Grand Avenue

333 South Grand Avenue, 28th Floor

Los Angeles, CA

90071

(Address of principal executive offices)

(Zip Code)

28th Floor

Los Angeles, CA 90071

(Address of Principal Executive Offices, and Zip Code)

(213) 830-6300

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

☒ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	OACB.U	New York Stock Exchange
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant	OACB.U	New York Stock Exchange
Class A ordinary shares included as part of the units	OACB	New York Stock Exchange
Class A Ordinary Shares included as part of the units	OACB	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	OACB WS	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	OACB WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(17 CFR §230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(17 CFR §240~~.~~12b-2 of this chapter).~~

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~June~~previously announced, on December 37, ~~2022~~2021, Oaktree Acquisition Corp. II (“OACB”) ~~issued~~entered into a ~~press~~definitive ~~release~~business ~~announcing~~combination ~~that~~agreement (as it ~~intends~~may be amended, supplemented or otherwise modified from time to ~~voluntarily~~time, ~~delist~~the ~~all~~“Business ofCombination Agreement”), by and among OACB’s, ~~securities~~Alvotech ~~from~~Holdings ~~The~~S.A., ~~New~~a ~~York~~public ~~Stock~~limited ~~Exchange~~liability company (~~“NYSE”~~société anonyme) ~~upon~~incorporated and existing under the ~~consummation~~laws of the Grand Duchy of Luxembourg, having its ~~pending~~registered ~~business~~office ~~combination~~at ~~(the~~9, ~~“Business~~rue ~~Combination”)~~de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with ~~Alvotech~~the Luxembourg Trade and ~~TopCo~~Company Register (~~each~~Registre asde ~~defined~~Commerce ~~below~~et des Sociétés, Luxembourg) under number B229193 (“Alvotech”) and Alvotech, ~~including~~previously ~~each~~known ofas ~~OACB’s~~Alvotech ~~units~~Lux Holdings, ~~public~~a ~~shares~~simplified joint stock company (société par actions simplifiée) incorporated and ~~public~~existing ~~warrants~~under ~~currently~~the ~~listed~~laws onof the ~~NYSE~~Grand ~~under~~Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the ~~symbols~~Luxembourg ~~“OACB.U~~Trade and Company Register (Registre de Commerce et des Sociétés,” Luxembourg) under number B258884 (“~~OACB~~TopCo”). ~~and~~The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “~~OACB~~Business ~~WS,~~Combination” ~~respectively~~. Defined terms included in this current report on Form 8-K the (“Current Report”) that are not otherwise defined in this Current Report shall have the same meaning as terms defined in the registration statement on Form F-4 (the “Registration Statement”) first filed by TopCo with the U.S. Securities and Exchange Commission (the “SEC”) on December 20, 2021.

AsOn ~~previously announced, on December~~June 7, ~~2021~~2022, OACB ~~entered~~and ~~into~~Alvotech ~~a definitive business combination agreement~~ (asthe it“Parties”) ~~may~~entered beinto ~~amended,~~the ~~supplemented~~Second orAmendment ~~otherwise modified from time~~ to ~~time,~~ the “Business Combination Agreement (the “Amendment”), bypursuant ~~and~~to ~~among~~which ~~OACB,~~the ~~Alvotech~~Parties ~~Holdings~~agreed ~~S.A.,~~to ~~a public limited liability company~~ (~~société anonyme~~i) extend ~~incorporated and existing under~~ the ~~laws~~Termination ofDate ~~the~~from ~~Grand Duchy of Luxembourg~~June 7, ~~having~~2022 ~~its~~to ~~registered office at 9~~June 21, ~~rue~~2022 ~~de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg~~ and ~~registered with the Luxembourg Trade and Company Register~~ (~~Registre de Commerce et des Sociétés, Luxembourg~~ii) reduce ~~under~~the number ~~B229193~~of ~~(“Alvotech”)~~Business ~~and~~Days ~~Alvotech,~~after athe ~~simplified~~Approval ~~joint~~Date ~~stock company (société par actions simplifiée) incorporated~~ and ~~existing~~prior ~~under~~to the ~~laws~~effectiveness of the ~~Grand~~First ~~Duchy~~Merger ofShareholder ~~Luxembourg,~~Resolution ~~having~~from ~~its~~seven ~~registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register~~ (~~Registre de Commerce et des Sociétés, Luxembourg~~7) Business ~~under~~Days ~~number~~to ~~B258884~~six (~~“TopCo”~~6). Business ~~The~~Days ~~transactions~~(or ~~contemplated~~such bylater ~~the~~date ~~Business~~or ~~Combination~~as ~~Agreement~~mutually ~~are~~agreed ~~hereinafter~~in ~~referred~~writing toby as the ~~“Business Combination”~~Parties).

~~Pursuant~~The toforegoing ~~the~~description ~~Business Combination Agreement, each~~ of the ~~following~~Amendment ~~transactions~~is ~~will~~not ~~occur~~complete ~~in the following order: (i) on the First Merger Effective Time, OACB will merge with~~ and ~~into~~is ~~TopCo,~~subject ~~whereby~~to ~~(a) all of the outstanding OACB ordinary shares will be exchanged for TopCo Ordinary Shares~~ and ~~(b) all~~qualified ~~of the outstanding OACB warrants will be converted into TopCo Warrants, with TopCo as the surviving company~~ in ~~the~~its ~~merger;~~entirety ~~(ii) immediately after the effectiveness of the First Merger, TopCo will redeem and cancel the initial shares held~~ by ~~the~~reference ~~initial sole shareholder of TopCo pursuant~~ to ~~a share capital reduction of TopCo; (iii) immediately after~~ the ~~effectiveness of the First Merger and the Redemption~~Amendment, ~~the~~a ~~legal~~copy ~~form~~ of ~~TopCo~~which ~~shall~~is befiled ~~changed~~with ~~from~~this aCurrent ~~simplified~~Report ~~joint~~on ~~stock~~Form ~~company~~8-K ~~(société~~as ~~par~~Exhibit ~~actions~~2.1, ~~simplifiée) to a public limited liability company (société anonyme) under Luxembourg law;~~ and ~~(iv) immediately following~~ the ~~effectiveness~~terms of ~~the~~which ~~Conversion~~are ~~and~~incorporated ~~the~~by ~~PIPE~~reference ~~Financing, Alvotech will merge with and into TopCo, with TopCo as the surviving company in the merger~~herein.

OnItem June 3, 2022, OACB notified the NYSE that, subject to final shareholder approval at OACB’s extraordinary general meeting on June 7, 2022, fulfillment of all The Nasdaq Stock Market LLC and the Nasdaq First North Growth Market (together “Nasdaq”) listing requirements and satisfaction of other customary closing conditions of the Business Combination, it intends to voluntarily delist all of its securities from the NYSE and list its post-Business Combination securities on the Nasdaq following the consummation of the Business Combination, which is currently expected to occur on June 15, 2022 (the “Closing Date”)5.07 ~~OACB~~Submission ~~expects the last day~~ of ~~trading~~Matters ~~on the NYSE for its listed securities~~ to ~~be on or about June 15, 2022, on which date OACB intends to file~~ a ~~Form~~Vote ~~25 with respect to the delisting~~ of ~~its~~Security ~~securities from the NYSE with the Securities and Exchange Commission (the “SEC”)~~Holders.

~~Subject~~On toJune 7, ~~final~~2022, ~~shareholder~~OACB ~~approval~~held ofan ~~the~~extraordinary ~~Business~~general ~~Combination~~meeting atof ~~OACB’s~~its ~~extraordinary~~shareholders ~~general~~(the ~~meeting~~“General ~~on June 7~~Meeting”), ~~2022~~at ~~and~~which ~~satisfaction~~holders of ~~other~~20,009,407 ~~customary~~ordinary ~~closing~~shares ~~conditions~~(consisting toof ~~the~~13,759,407 ~~Business~~Class A ~~Combination,~~ordinary ~~trading~~shares ofand ~~TopCo’s~~6,250,000 Class B ordinary shares) onheld ~~Nasdaq~~of ~~and~~record ~~warrants~~as onof ~~The~~March 22, ~~Nasdaq~~2022, ~~Stock~~the ~~Market~~record ~~LLC~~date isfor ~~currently~~the ~~expected~~General toMeeting, ~~begin~~were onpresent in person or ~~about~~by ~~June 16~~proxy, ~~2021~~representing ~~under~~64.32% of the ~~ticker~~voting ~~symbols~~power ~~“ALVO”~~of ~~and~~OACB’s ~~“ALVOW,”~~ordinary ~~respectively.~~shares ~~Until~~as of the ~~Business~~record ~~Combination~~date ~~has~~for ~~been~~the ~~consummated~~General Meeting, and ~~the~~constituting ~~transfer~~a toquorum ~~Nasdaq~~for isthe ~~complete,~~transaction ~~OACB’s~~of ~~units,~~business. ~~public~~The ~~shares~~proposals ~~and~~listed ~~public~~below ~~warrants~~are ~~will~~described ~~continue~~in tomore ~~trade~~detail onin the ~~NYSE.~~definitive proxy statement/prospectus of OACB, ~~will~~which ~~not~~was ~~have~~filed ~~any~~with ~~units~~the ~~traded~~SEC ~~following~~on May 10, 2022 (the ~~Closing~~“Proxy ~~Date~~Statement”). A summary of the voting results at the General Meeting is set forth below:

AThe ~~copy~~shareholders ofapproved the ~~press~~Business ~~release~~Combination isProposal ~~furnished~~and ~~hereto~~the asFirst ~~Exhibit~~Merger 99Proposal.1.

The voting results for each proposal were as follows:

The Business Combination Proposal


For	Against	Abstain
18,665,966	1,432,438	1,003

The First Merger Proposal


For	Against	Abstain
18,665,966	1,432,438	1,003

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

Based on the results of the General Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the Business Combination is expected to be consummated on Wednesday, June 15, 2022. Following the consummation of the Business Combination, the ordinary shares of TopCo are expected to begin trading on the Nasdaq Stock Market LLC (“Nasdaq”) and the Nasdaq First North Growth Market under the new ticker symbol “ALVO” and the warrants of TopCo are expected to trade on Nasdaq under the new ticker symbol “ALVOW.”

Item 8.01

Other Items.

On June 7, 2022, OACB issued a press release announcing, among other things, the voting results of the Business Combination Proposal and the First Merger Proposal at the General Meeting. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Additional Information

In connection with the Business Combination, OACB, Alvotech and TopCo ~~have~~ filed with the SEC the Registration Statement containing athe ~~proxy~~Proxy ~~statement~~Statement of OACB and a preliminary prospectus of TopCo. The ~~Registration~~extraordinary ~~Statement~~general ~~has~~meeting ~~been~~of ~~declared~~shareholders ~~effective~~of ~~by the SEC and~~ OACB ~~has mailed a definitive proxy statement/prospectus related~~ to approve the ~~proposed~~ Business Combination towas ~~its~~held ~~shareholders~~on June 7, 2022. This Current Report on Form 8-K ~~does not contain all the information that should be considered concerning the proposed Business Combination and~~ is not intended to form the basis of any investment decision orInvestors ~~any other decision in respect of the proposed Business Combination. OACB’s shareholders~~ and other interested persons are advised to read the ~~proxy~~Registration ~~statement/prospectus~~Statement and ~~the amendments thereto and the definitive proxy statement/prospectus and~~ other documents filed in connection with the ~~proposed~~ Business Combination, as these materials ~~will~~ contain important information about Alvotech, OACB, the Business Combination and the ~~proposed~~combined company after the Business Combination. Shareholders of OACB ~~are~~can also ~~able to~~ obtain copies of the ~~definitive~~Proxy ~~proxy~~Statement ~~statement/prospectus~~ and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a written request to: ~~OACB~~Oaktree Acquisition Corp. II, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

Participants in the Solicitation

OACB and Alvotech and their directors and executive officers may be deemed participants in the solicitation of proxies from OACB’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in OACB is contained in OACB’s annual report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a written request to OACB, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Additional information regarding the interests of such participants is contained in the proxy statement/prospectus for the proposed Business Combination.

TopCo and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of OACB in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the proxy statement/prospectus for the proposed Business Combination.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements.” Forward-looking statements generally relate to future events or the future financial operating performance of OACB or Alvotech. For example, Alvotech’s expectations regarding future growth, results of operations, performance, future capital and other expenditures including the development of critical infrastructure for the global healthcare markets, competitive advantages, business prospects and opportunities including pipeline product development, future plans and intentions, results, level of activities, performance, goals or achievements or other future events; ~~and~~ the ~~potential~~timing ~~approval~~of ~~and~~the ~~commercial~~announcement ~~launch~~ of ~~product~~clinical ~~candidates;~~trial ~~and~~results, the timing of the closing of the Business Combination and expected first day of trading of TopCo’s securities on ~~The~~ Nasdaq; ~~Stock~~and ~~Market~~the ~~LLC~~potential approval and ~~The~~commercial ~~Nasdaq~~launch ~~First~~of ~~North~~Alvotech’s ~~Growth~~product ~~Market~~candidates. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by OACB and its management, and Alvotech and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond OACB’s and Alvotech’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against OACB, the combined company or others following this announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to ~~obtain approval of the shareholders of OACB, to obtain financing to complete the Business Combination or to~~ satisfy ~~other~~ conditions to closing; (4) ~~changes to~~ the ~~proposed~~inability ~~structure~~to ofexecute ~~the~~final ~~Business~~agreement ~~Combination~~with ~~that~~respect ~~may~~to bethe ~~required~~loan orfacility ~~appropriate~~with asSculptor aon ~~result~~acceptable ofterms ~~applicable laws~~ or ~~regulations~~at orall; as(5) the ainability ~~condition~~ to ~~obtaining~~consummate ~~regulatory~~the ~~approval~~transactions ofcontemplated by the ~~Business Combination~~SEPA; (56) the ability to meet or maintain stock exchange listing standards following the consummation of the Business Combination; (67) the risk that the Business Combination disrupts current plans and operations of Alvotech ~~as a result of the announcement and consummation of the Business Combination~~; (78) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (89) costs related to the Business Combination; (910) changes in applicable laws or regulations; (1011) the possibility that Alvotech or the combined company may be adversely affected by other economic, business, and/or competitive factors; (1112) Alvotech’s estimates of expenses and profitability; (1213) ~~pending~~Alvotech’s ~~litigation~~ability ~~related~~ to ~~AVT02~~develop, manufacture and commercialize its product candidates in its pipeline; (1314) actions of regulatory authorities, which may affect the ~~potential~~initiation, ~~impact~~timing and progress of clinical trials or future regulatory approvals or marketing authorizations; (15) Alvotech’s ability to obtain and maintain regulatory approval or authorizations of its product candidates, including the ~~ongoing~~timing ~~COVID-19~~or ~~pandemic~~likelihood onof expansion into additional markets or geographies; (16) the ~~FDA~~success of Alvotech’s ~~review~~current ~~timelines~~and future collaborations, ~~including~~joint ventures, partnerships or licensing arrangements; (17) Alvotech’s ability, and that of its commercial partners, to execute their commercialization strategy for approved products; (18) Alvotech’s ability to ~~complete~~manufacture ~~timely~~sufficient ~~inspection~~commercial supply of ~~manufacturing~~its ~~sites~~approved products; (1319) the ~~commercial~~outcome ~~launch~~of ~~date~~ongoing ofand ~~AVT02~~future inlitigation regarding Alvotech’s products and product candidates; (20) the ~~United~~potential ~~States~~impact orof ~~elsewhere~~the ongoing COVID-19 pandemic on the FDA’s review timelines, including its ability to complete timely inspection of manufacturing sites; and (1521) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in OACB’s ~~Annual~~annual ~~Report~~report on Form 10-K for the fiscal year ended December 31, 2021, in the Registration Statement or in other documents filed by OACB with the SEC. There may be additional risks that neither OACB nor Alvotech presently know or that OACB and Alvotech currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither OACB nor Alvotech undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current Report on Form 8-K. Alvotech and OACB disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Current Report on Form 8-K and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold Alvotech, OACB, ~~TopCo~~ or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives liable in any respect for the provision of this Current Report on Form 8-K, the information contained in this Current Report on Form 8-K, or the omission of any information from this ~~Current Report on Form 8-K~~communication.

No Offer

This communication is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description of Exhibit
Exhibit Number		Description
99.1		Press Release, dated June 3, 2022.
2.1		Second Amendment to Business Combination Agreement, dated as of June 7, 2022, by and among Oaktree Acquisition Corp. II, Alvotech Holdings S.A. and Alvotech.
99.1		Press Release, dated June 7, 2022.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OAKTREE ACQUISITION CORP. II

Dated: June 7, 2022

OAKTREE ACQUISITION CORP. II

Date: June 3, 2022

/s/ Zaid Pardesi

/s/ Zaid Pardesi

Zaid Pardesi

Chief Financial Officer and Head of M&A

Filing Compare · Oaktree Acquisition Corp. II