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September 7, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001977102
Dear Oliver Reichert:
            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. 1 to Draft Registration Statement on Form F-1
Risk Factors
Risks Related to Our Ordinary Shares and the Offering
Our Principal Shareholder controls us, and their interests may conflict with ours or yours in the
future., page 60
1.We note your disclosure on page 171 that when MidCo beneficially owns less than a
majority, but at least 5% of your ordinary shares, it will be entitled to designate for
nomination a number of directors in proportion to its ownership of your ordinary shares.
Please revise your disclosure in this section to state this clearly. In addition, where you
state that for so long as the principal shareholder continues to own a "significant"

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 September 7, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
September 7, 2023
Page 2
percentage, it will be able to "significantly" influence or effectively control the
composition of our board of directors and the approval of actions requiring shareholder
approval through their voting power, please revise to include specific rights based on
exact ownership amounts.
Business
Operations
Logistics, page 139
2.We note your reference to opening a Geodis facility in Columbus, Ohio. Please provide
more information regarding this facility.
Tax Receivable Agreement, page 169
3.We note your disclosure that the description is a summary of "certain" material terms.
Please revise to remove "certain" and confirm that all material terms of the agreement
have been discussed. In addition, please add the agreement to the exhibit index.
Related Party Transactions
Shareholders' Agreement, page 171
4.Please revise the final sentence of this section to remove the qualification that the
summary is not complete and confirm that all material terms of the agreement have been
described.
General
5.We note your letter from your CEO. Please relocate the letter to a more appropriate
location in your prospectus, such as the section beginning on page 114. In addition, please
provide support for your statement on page ix that you have set a standard that others
cannot replicate.
            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