SEC Comment Letter 0000000000-23-005347 to SIGNA Sports United N.V. (CIK 0001869858)
SIGNA Sports United N.V. (CIK 0001869858)
Date: May 18, 2023 · CIK: 0001869858 · Accession: 0000000000-23-005347
AI Filing Summary & Sentiment
File numbers found in text: 333-270826
Letter
United States securities and exchange commission logo May 18, 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 Response dated May 3, 2023 File No. 333-270826 Dear Dr. Stephan Zoll: We have reviewed your written response and have the following 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. Unless we note otherwise, our references to our prior comment are to our comment in our April 10, 2023 letter. Response dated May 3, 2023 General 1.We note your response to comment 1. Please tell us why you believe the selling security holder should not be viewed as a parent. Please frame your analysis in terms of Question 212.15 of the Securities Act Rules Compliance and Disclosure Interpretations. In doing so, please describe to us the relationships among the relevant constituents of the larger SIGNA conglomerate that you refer to in your response and tell us why you appear to believe it would be appropriate to limit the legal analysis regarding parent status to only the immediate corporate parent-subsidiary relationship between SISH (as defined in your response) and the registrant and not to the much broader set of relationships among the SIGNA group. In this regard, we note for example disclosure on page F-58 of the
FirstName LastNameDr. Stephan Zoll Comapany NameSIGNA Sports United N.V. May 18, 2023 Page 2 FirstName LastName Dr. Stephan Zoll SIGNA Sports United N.V. May 18, 2023 Page 2 registrant's most recent annual report on Form 20-F that "SSU N.V.’s [i.e., the registrant's] parent is SIGNA International Sports Holding GmbH, Munich, Germany and the SSU N.V.’s ultimate controlling party is SIGNA Retail GmbH, Vienna, Austria. Alternatively, please identify the selling security holder as an underwriter and revise the relevant disclosure in the prospectus to indicate that, as to the transaction by SISH, this is an indirect primary offering. You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
May 18, 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
Response dated May 3, 2023
File No. 333-270826
Dear Dr. Stephan Zoll:
We have reviewed your written response and have the following 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. Unless we note
otherwise, our references to our prior comment are to our comment in our April 10, 2023 letter.
Response dated May 3, 2023
General
1.We note your response to comment 1. Please tell us why you believe the selling security
holder should not be viewed as a parent. Please frame your analysis in terms of Question
212.15 of the Securities Act Rules Compliance and Disclosure Interpretations. In doing
so, please describe to us the relationships among the relevant constituents of the larger
SIGNA conglomerate that you refer to in your response and tell us why you appear to
believe it would be appropriate to limit the legal analysis regarding parent status to only
the immediate corporate parent-subsidiary relationship between SISH (as defined in your
response) and the registrant and not to the much broader set of relationships among the
SIGNA group. In this regard, we note for example disclosure on page F-58 of the
FirstName LastNameDr. Stephan Zoll
Comapany NameSIGNA Sports United N.V.
May 18, 2023 Page 2
FirstName LastName
Dr. Stephan Zoll
SIGNA Sports United N.V.
May 18, 2023
Page 2
registrant's most recent annual report on Form 20-F that "SSU N.V.’s [i.e., the registrant's]
parent is SIGNA International Sports Holding GmbH, Munich, Germany and the SSU
N.V.’s ultimate controlling party is SIGNA Retail GmbH, Vienna, Austria. Alternatively,
please identify the selling security holder as an underwriter and revise the relevant
disclosure in the prospectus to indicate that, as to the transaction by SISH, this is an
indirect primary offering.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services