SecProbe.io

United States securities and exchange commission logo
August 2, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Draft Registration Statement on Form F-1
Submitted July 7, 2023
CIK No. 0001977102
Dear Oliver Reichert:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.Please identify the controlling shareholder on the cover page. If the controlling
shareholder will also be the selling shareholder, please state that as well.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 2
Industry and Market Data, page iv
2.We note that the prospectus includes market, industry, and other data based on
information from third-party sources.  Please tell us if you commissioned any of the
industry or other data that you reference and, if so, please file consents of such third
parties pursuant to Rule 436 of the Securities Act as exhibits to your registration statement
or advise.
3.We note your disclosure that "The Company does not accept responsibility for the factual
correctness of any such statistics or information obtained from third parties."  This
statement appears to imply a disclaimer of responsibility for the information in the
registration statement.  Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.
Summary, page 1
4.Please revise your summary to present an objective description of the challenges and/or
weaknesses of your business and operations.  For example, you highlight your competitive
strengths and pillars of growth without equally prominent disclosure regarding your
weaknesses.
Risk Factors
Counterfeit or "knock-off" products, as well as products that are "inspired-by-BIRKENSTOCK"
may siphon off, page 32
5.Please update this risk factor, if material, to discuss past violations of IP rights and how
your business has been impacted.
Our operations, products, systems and services rely on complex IT systems and networks that are
subject to the risk of disruption and securi, page 45
6.We note your risk factor regarding cybersecurity risks. Please describe the extent and
nature of the role of the board of directors in overseeing cybersecurity risks, including in
connection with the company's supply chain/suppliers/service providers.
Use of Proceeds, page 69
7.Please disclose the estimated net amount of the proceeds broken down into each principal
intended use thereof.  See Item 3.C of Form 20-F.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 3
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 3
Management's Discussion and Analysis of- Financial Condition and Operations
Non-IFRS Financial Measures
Adjusted EBITDA and Adjusted EBITDA margin, page 79
8.Please revise the discussion following the table to clearly describe each of the items for
which you adjust when calculating Adjusted EBITA in each reported period. The current
reference to obtain a further description at Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Non-IFRS Financial Measures, appears
to be circular in nature as it is referring the reader to this very section.
Results of Operations, page 87
9.You disclose in your risk factors that inflation has negatively impacted your results of
operations, leading to increased employee wages and the cost of materials. In addition,
you disclose that you have mitigated these pressures through price increases.  To the
extent possible, and if material, please revise this discussion to quantify and disclose the
impact of the inflationary pressures you are experiencing on your revenues, cost of sales,
selling and distribution expenses and operating expenses.
Business
Broad and Democratic Fan Base, page 115
10.Please provide support for the statement that you are "one of the few brands in the world
that has demonstrated success across a broad price range."
Properties, page 137
11.Please provide the disclosure required by Item 4.D of Form 20-F for material properties
mentioned in this section.
Financial Statements, page F-1
12.Please provide updated interim financial statements and related disclosures as required by
Item 8.A.5 of Form 20-F.
Revenue from Contracts with Customers, page F-62
13.We note from the business section that you make several references to your silhouettes,
including your core Silhouettes - the Madrid,  Arizona, Boston, Gizeh and Mayari. You
indicate on page 4 that your top five silhouettes collectively generated nearly 76% of your
annual revenues in fiscal 2022.  Please tell us what consideration you have given to
disclosing disaggregated revenue by product line.  Refer to IFRS 15.114.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 4
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 4
14.We note the discussion in the last two paragraphs on page 85 relating to business-to-
business, or “B2B”, and direct-to-consumer, or “DTC”, channel revenues. Please clarify
for us whether there are differences in your policies for recognizing revenue from
your two main sales channels, and if so, revise the financial statements to disclose
separately your revenue recognition policy for sales made through your B2B and DTC
channels.
Exhibits
15.Please file all material agreements, including but not limited to: (i) lease agreements, (ii)
employment agreements, and (iii) supply agreements. See Item 601(b)(10) of Regulation
S-K.
General
16.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia's invasion of Ukraine.  For example, discuss whether you have or expect
to:
•Suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•Be unable to supply products at competitive prices or at all.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possibly quantify the impact to your business.
17.Please ensure that the website address you provided as your principal website is accurate
and active.
18.Please provide us supplemental copies of all written communications as defined in Rule
405 under the Securities Act that you or anyone authorized to do so on your behalf have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of those
communications. Please contact the legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 5
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 5
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross Leff