SEC Comment Letter 0000000000-25-001153 to SES S.A. (SGBAF)
SES S.A.
Date: Feb. 3, 2025 · CIK: 0001347408 · Accession: 0000000000-25-001153
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February 3, 2025 Adel Al-Saleh Chief Executive Officer SES S.A. Château de Betzdorf L-6815 Betzdorf Grand Duchy of Luxembourg Re:SES S.A. Amendment No. 1 to Draft Registration Statement on Form S-4 Submitted January 17, 2025 CIK No. 0001347408 Dear Adel Al-Saleh: We have reviewed your amended draft registration statement and have the following comment. 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 a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 5, 2024 letter. Amendment No. 1 to Draft Registration Statement on Form F-4 Financial Statements of SES S.A. Notes to Consolidated Financial Statements Note 11 - Earnings Per Share, page F-45 1.Based on your revised disclosure in response to prior comment 14, it appears that Class A shares represent 66% of total weighted average number of shares outstanding as of 12/31/23 and Class B shares represent 34% of total weighted average number of shares outstanding as of 12/31/23. Clarify how you calculate 83% and 17% for purposes of allocating profit to Class A shareholders and Class B shareholders, respectively.
February 3, 2025 Page 2 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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February 3, 2025
Adel Al-Saleh
Chief Executive Officer
SES S.A.
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
Re:SES S.A.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted January 17, 2025
CIK No. 0001347408
Dear Adel Al-Saleh:
We have reviewed your amended draft registration statement and have the following
comment. 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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 5, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Financial Statements of SES S.A.
Notes to Consolidated Financial Statements
Note 11 - Earnings Per Share, page F-45
1.Based on your revised disclosure in response to prior comment 14, it appears that
Class A shares represent 66% of total weighted average number of shares outstanding
as of 12/31/23 and Class B shares represent 34% of total weighted average number of
shares outstanding as of 12/31/23. Clarify how you calculate 83% and 17% for
purposes of allocating profit to Class A shareholders and Class B shareholders,
respectively.
February 3, 2025
Page 2
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology