Correspondence 0001104659-24-097363 from SCHMID Group N.V. (SHMD)
SCHMID Group N.V.
Date: Sept. 5, 2024 · CIK: 0001987240 · Accession: 0001104659-24-097363
AI Filing Summary & Sentiment
File numbers found in text: 333-280095
Referenced dates: August 16, 2024
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filename1.htm
Clifford
Chance
Partnerschaft
mit
beschränkter
Berufshaftung
Junghofstraße
14
60311 Frankfurt am Main
Germany
Tel
+49 69 7199 01
Fax
+49 69 7199 4000
www.cliffordchance.com
VIA EDGAR
Lauren Pierce and Kathleen Krebs
United States Securities & Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
September 5,
2024
Washington, D.C. 20549-0404
Re SCHMID
Group N.V.
Registration Statement on Form F-1, File No. 333-280095
Responses
to Staff comments made by letter dated August 16, 2024
Dear Ms. Pierce, and Ms. Krebs:
On
behalf of our client, SCHMID Group N.V. (the "Company"), we submit to the staff of the United States Securities and
Exchange Commission (the "Staff") this letter setting forth the Company's response to the comments contained in the
Staff's letter dated August 16, 2024 (the "Comment Letter") in connection with the Company's Amendment No. 1
to Registration Statement on Form F-1, filed on August 2, 2024, (the "Registration Statement"). Concurrent
with the submission of this response letter, the Company is submitting Amendment No. 2 of the Registration Statement on Form F-1
(the "Second Amendment to the Registration Statement") via EDGAR. The Second Amendment to the Registration Statement
contains updates in response to the Staff's comments made in the Comment Letter. Attached as Annex A to this letter is a marked copy
showing the changed pages of the Amended Registration Statement for reference.
The Staff's comments are reproduced below in
italics and are followed by the Company's response. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Amended Registration Statement.
Clifford
Chance LLP is a limited liability partnership registered in England and Wales under no. OC323571. The firm's registered office and principal
place of business is at 10 Upper Bank Street London E14 5JJ. The firm uses the word "partner" to refer to a member of Clifford
Chance LLP or an employee or consultant with equivalent standing and qualifications. The firm is authorised and regulated by the Solicitors
Regulation Authority under SRA number 447778.
Clifford
Chance
PARTNERSCHAFT MIT
BESCHRÄNKTER BERUFSHAFTUNG
Amendment No. 1 to Registration Statement
on Form F-1
Summary of Prospectus, page 7
1. We note your response to prior
comment 2 and reissue in part. Please revise the prospectus summary to disclose your "controlled
company" status, your controlling shareholders, and the voting power percentage of your
controlling shareholders.
Company
Response: The Company acknowledges the Staff's Comment and has added the disclosure regarding the Company's "controlled
company" status, its controlling shareholders, and the voting power percentage of its controlling shareholders to the prospectus
summary.
The Offering, page 14
2. We note your response to prior
comment 1, which indicates that 87,565 shares have now been issued to Appleby as a set-off
of legal fees due and the remaining shares to two Korean investors have been removed from
the registration statement since the shares have not been issued and it is unclear whether
they will be issued to these two investors. Please continue to update your disclosure to
be consistent with the issuance of the 87,565 ordinary shares and non-issuance of the other
35,000 ordinary shares. For example, it appears you should update the information in the
following sections: The Offering (page 14), Use of Proceeds (page 55), Selling
Securityholders (page 116), Shares Eligible for Future Sale (page 141), and Unregistered
Sales of Securities (page II-1). These are just examples.
Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosures throughout the Registration Statement
but in particular on pages 14 (The Offering), 55 (Use of Proceeds), 116 (Selling Securityholders), 141 (Shares
Eligible for Future Sale), and II-2 (Unregistered Sales of Securities), to remove mention of the two Korean investors, who
will not be issued shares any more, and reflect that 87,565 Ordinary Shares were issued to Appleby on July 9, 2024.
Selling Securityholders, page 118
3. We note your response to prior
comment 10. Please revise to also discuss how Pegasus Digital Mobility Sponsor LLC received
its warrants.
Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosure on page 118 (Selling Securityholders)
to clarify when and how Pegasus Digital Mobility Sponsor LLC acquired its Private Warrants.
Recent Sales of Unregistered Securities,
page II-1
4. Please disclose the date of
sale for each unregistered sale of securities. Refer Item 701(a) of Regulation S-K.
Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosure on pages II-1 and II-2 to specify
the dates of sale for each unregistered sale of securities.
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Clifford
Chance
PARTNERSCHAFT MIT
BESCHRÄNKTER BERUFSHAFTUNG
Exhibits
5. Please
provide legality opinions that opine on all of the securities being registered. We note that
the filed legality opinion does not state to which securities it pertains. The opinion also
does not appear to address the legality of the ordinary shares already issued. We further
note that there is no opinion regarding whether the warrants in the offering are binding
obligations of the registrant under the law of the jurisdiction governing the warrant agreement.
Refer to Sections II.B.1.f and II.B.2.h of Staff Legal Bulletin No. 19.
Company
Response: The Company acknowledges the Staff’s Comment and an updated Dutch legal opinion of Clifford Chance a US legal opinion of Clifford Chance have been added to the
exhibits
If you have any questions regarding the Amended
Registration Statement, please contact with George Hacket at +49 69 7199 3103 or george.hacket@cliffordchance.com or Axel Wittmann at
Axel.Wittmann@CliffordChance.com or under +49 69 7199 1528.
Sincerely,
/s/ Axel Wittmann
c.c. SCHMID
Group N.V.
Julia Natterer (CFO)
- 3 -
Clifford
Chance
PARTNERSCHAFT MIT
BESCHRÄNKTER BERUFSHAFTUNG
Annex A
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