SEC Comment Letter 0000000000-23-005801 to SharkNinja, Inc. (SN) (CIK 0001957132) (SN)
SharkNinja, Inc. (SN) (CIK 0001957132)
Date: June 1, 2023 · CIK: 0001957132 · Accession: 0000000000-23-005801
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United States securities and exchange commission logo June 1, 2023 Paul Carbone Chief Financial Officer SharkNinja Global SPV, Ltd. 89 A Street, #100 Needham, MA 02494 Re:SharkNinja Global SPV, Ltd. Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted May 16, 2023 CIK No. 0001957132 Dear Paul Carbone: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 our comments apply 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 these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form F-1 Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information, page 19 1.Please remove the unaudited designation from the columnar headings as none of the summary data is considered to be audited. Risk Factors We operate our business in jurisdictions where intellectual property theft or compromise is common, page 38 2.Noting your disclosure here regarding intellectual property, on page 47 regarding tariffs on Chinese imports, and on page 132 stating that the suppliers responsible for the
FirstName LastNamePaul Carbone Comapany NameSharkNinja Global SPV, Ltd. June 1, 2023 Page 2 FirstName LastName Paul Carbone SharkNinja Global SPV, Ltd. June 1, 2023 Page 2 assembly of your products are primarily based in China, please tell us what consideration you gave to adding risk factor disclosure discussing the Chinese government’s significant oversight and discretion over the conduct of your suppliers. This could include the risk that the Chinese government may intervene or influence the operations of your suppliers at any time, and whether this could result in a material change in your operations and/or the value of the securities you are registering. Capitalization, page 69 3.We note that the Total debt caption references a footnote (3) but you have not included such a footnote to the table. Please revise to include to footnote (3) and its related discussion, or advise us. You may contact Beverly Singleton at 202-551-3328 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
June 1, 2023
Paul Carbone
Chief Financial Officer
SharkNinja Global SPV, Ltd.
89 A Street, #100
Needham, MA 02494
Re:SharkNinja Global SPV, Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 16, 2023
CIK No. 0001957132
Dear Paul Carbone:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating
Information, page 19
1.Please remove the unaudited designation from the columnar headings as none of the
summary data is considered to be audited.
Risk Factors
We operate our business in jurisdictions where intellectual property theft or compromise is
common, page 38
2.Noting your disclosure here regarding intellectual property, on page 47 regarding tariffs
on Chinese imports, and on page 132 stating that the suppliers responsible for the
FirstName LastNamePaul Carbone
Comapany NameSharkNinja Global SPV, Ltd.
June 1, 2023 Page 2
FirstName LastName
Paul Carbone
SharkNinja Global SPV, Ltd.
June 1, 2023
Page 2
assembly of your products are primarily based in China, please tell us what consideration
you gave to adding risk factor disclosure discussing the Chinese government’s significant
oversight and discretion over the conduct of your suppliers. This could include the risk
that the Chinese government may intervene or influence the operations of your
suppliers at any time, and whether this could result in a material change in your operations
and/or the value of the securities you are registering.
Capitalization, page 69
3.We note that the Total debt caption references a footnote (3) but you have not
included such a footnote to the table. Please revise to include to footnote (3) and its related
discussion, or advise us.
You may contact Beverly Singleton at 202-551-3328 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing