SEC Comment Letter 0000000000-23-003521 to SIGNA Sports United N.V. (CIK 0001869858)
SIGNA Sports United N.V. (CIK 0001869858)
Date: April 10, 2023 · CIK: 0001869858 · Accession: 0000000000-23-003521
AI Filing Summary & Sentiment
File numbers found in text: 333-270826
Letter
United States securities and exchange commission logo April 10, 2023 Dr. Stephan Zoll Chief Executive Officer SIGNA Sports United N.V. Kantstraße 164, Upper West 10623 Berlin, Federal Republic of Germany Re:SIGNA Sports United N.V. Registration Statement on Form F-3 Filed March 24, 2023 File No. 333-270826 Dear Dr. Stephan Zoll: We have limited our review of your registration statement to the issue we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to our comment, we may have additional comments. Registration Statement on Form F-3 filed March 24, 2023 General 1.We note you are registering for resale 161,691,626 Ordinary Shares on behalf of SIGNA International Sports Holding GmbH, which appears to be your parent. Because of your relationship to this selling securityholder, resales by this selling security holder do not appear to be eligible under Rule 415(a)(1)(i) of the Securities Act of 1933 and instead appear to represent a primary offering under Rule 415(a)(1)(x). Please refer to Question 212.15 of our Securities Act Rules Compliance and Disclosure Interpretations, which are available on our website. Accordingly, please either identify this selling securityholder as an underwriter and disclose that this is a primary offering, or tell us your basis for determining that the transaction is eligible to be treated as secondary transaction under Rule 415.
FirstName LastNameDr. Stephan Zoll Comapany NameSIGNA Sports United N.V. April 10, 2023 Page 2 FirstName LastName Dr. Stephan Zoll SIGNA Sports United N.V. April 10, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
April 10, 2023
Dr. Stephan Zoll
Chief Executive Officer
SIGNA Sports United N.V.
Kantstraße 164, Upper West
10623 Berlin, Federal Republic of Germany
Re:SIGNA Sports United N.V.
Registration Statement on Form F-3
Filed March 24, 2023
File No. 333-270826
Dear Dr. Stephan Zoll:
We have limited our review of your registration statement to the issue we have addressed
in our comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form F-3 filed March 24, 2023
General
1.We note you are registering for resale 161,691,626 Ordinary Shares on behalf of SIGNA
International Sports Holding GmbH, which appears to be your parent. Because of your
relationship to this selling securityholder, resales by this selling security holder do not
appear to be eligible under Rule 415(a)(1)(i) of the Securities Act of 1933 and instead
appear to represent a primary offering under Rule 415(a)(1)(x). Please refer to Question
212.15 of our Securities Act Rules Compliance and Disclosure Interpretations, which are
available on our website. Accordingly, please either identify this selling securityholder as
an underwriter and disclose that this is a primary offering, or tell us your basis for
determining that the transaction is eligible to be treated as secondary transaction under
Rule 415.
FirstName LastNameDr. Stephan Zoll
Comapany NameSIGNA Sports United N.V.
April 10, 2023 Page 2
FirstName LastName
Dr. Stephan Zoll
SIGNA Sports United N.V.
April 10, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services