Oatly Group AB — Capital/Financing Update 2021

May 17, 2021

CORRESP 1 filename1.htm CORRESP

May 17, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Mandy Hooker

John Cash

Geoff Kruczek

Asia Timmons-Pierce

Re: Oatly Group AB

Registration Statement on Form F-1 (File No. 333-255344)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the “ Representatives ”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ Act ”), the underwriters have distributed approximately 1,082 copies of the Preliminary Prospectus dated May 11, 2021 through the date hereof, to underwriters, dealers, institutions and others.

We, the undersigned Representatives, have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Act, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on May 19, 2021 or as soon thereafter as practicable.

[ signature page follows ]

Very truly yours,
M ORGAN S TANLEY & C O . LLC
J.P. M ORGAN S ECURITIES LLC
C REDIT S UISSE S ECURITIES (USA) LLC
For themselves and as representatives of the syndicate of underwriters for the offering
By M ORGAN S TANLEY & C O . LLC
By:	/s/ Josh Kamboj
	Vice President
By J.P. M ORGAN S ECURITIES LLC
By:	/s/ Jaclyn M. Berkley
	Executive Director
By C REDIT S UISSE S ECURITIES (USA) LLC
By:	/s/ Sophie van Kleef
	Director

[ SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS ]