SecProbe.io

United States securities and exchange commission logo
September 8, 2023
Andrew Page
Chief Financial Officer
Amer Sports, Inc.
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Re:Amer Sports, Inc.
Draft Registration Statement on Form F-1
Submitted August 11, 2023
CIK No. 0001988894
Dear Andrew Page:
            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 filed August 11, 2023
Summary, page 1
1.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 brand awareness without equally prominent disclosure regarding your
weaknesses.
Our Market Opportunity, page 14
2.We note that the prospectus includes market, industry, and other data based on

 FirstName LastNameAndrew Page
 Comapany NameAmer Sports, Inc.
 September 8, 2023 Page 2
 FirstName LastNameAndrew Page
Amer Sports, Inc.
September 8, 2023
Page 2
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.
Summary Financial and Other Information
Summary Loss and Other Comprehensive Income and Loss Data, page 22
3.Considering the information appears currently available, please populate your loss per
share and weighted average number of ordinary shares outstanding amounts in the table.

4.Please revise footnote (2) to clearly describe and quantify adjustments made to determine
the pro forma loss and pro forma loss per ordinary shares amounts.

Risks Related to Our Class A Ordinary Shares and this Offering, page 62
5.Please consider disclosing the risks to holders of your Class A Ordinary Shares that future
issuances of your Class B Ordinary Shares may be dilutive to Class A shareholders.
Capitalization, page 73
6.Please address the following items related to your capitalization table:
•Place a double line beneath the cash and cash equivalents line item to distinguish it
from total capitalization;
•Revise to include all indebtedness, including your short-term borrowings;
•Revise to give effect to the expected repayment and cancellation of your shareholder
loans in connection with the offering.  Ensure you tell us and disclose your
accounting treatment for any gains or losses associated with such transactions; and
•Revise to separately discuss and quantify each of the pro forma adjustments.
Segment Results of Operations
Technical Apparel, page 93
7.Please populate the comparable sales growth percentages.
Non-IFRS Financial Measures, page 96
8.We note that your Adjusted Net Income and Adjusted EBITDA reconciliations include an
adjustment for expenses related to certain significant legal proceedings.  Please tell us and
disclose the specific facts and circumstances related to these expenses and explain how
you concluded that these expenses are not normal, recurring, cash operating expenses of
your business and that eliminating them within your Non-IFRS financial measures is
meaningful and appropriate.  Refer to Question 100.01 of the SEC’s Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures for guidance.  To the extent
any of the significant legal proceedings are still pending, tell us how you considered the

 FirstName LastNameAndrew Page
 Comapany NameAmer Sports, Inc.
 September 8, 2023 Page 3
 FirstName LastNameAndrew Page
Amer Sports, Inc.
September 8, 2023
Page 3
disclosure requirements of IAS 37.84-92 and 1(c)(v) of Instructions as to Summary
Prospectuses of Form F-1.
9.Although we acknowledge your disclosures on page iv regarding the reasons why you do
not present net loss margin, Item 10(e)(1)(i)(A)-(B) requires the presentation of and
reconciliation to the most directly comparable IFRS measure.  Please revise your filing to
comply with such disclosure requirements.
10.We note that certain amounts within the income tax expense and finance costs line items
of your Adjusted EBITDA reconciliation do not agree to the face of your consolidated
statement of loss.  Please revise your presentation accordingly or tell us what the
differences represent.
11.Pursuant to Question 102.11 of the SEC’s Compliance and Disclosure Interpretations for
Non-GAAP Financial Measures, please revise your Adjusted Net Income reconciliation
on page 97 to present each adjustment on a pre-tax basis with a separate adjustment for
income taxes.  Ensure that you clearly explain how you calculated the income tax effect.
Liquidity and Capital Resources, page 98
12.We note your disclosure that you are expecting increased capital expenditures related to
the upgrade of your global SAP enterprise resource planning system and the expansion of
your warehousing facilities.  Please expand your disclosure to quantify your estimated
capital expenditure requirements for the next twelve months.  See Item 303(b)(1) of
Regulation S-K.
Supply Chain, page 131
13.We note your disclosure that Gore-Tex is used in your Arc'teryx products. Please clarify
whether Gore-Tex is also used across your other brands, and to what extent.
Notes to the Consolidated Financial Statements
Revenue recognition, page F-14
14.We note your disclosures on pages 13 and 119 that Salomon and Arc'teryx offer customer
loyalty programs.  Please tell us and, to the extent material, disclose how you account for
such loyalty programs, including whether or not they represent a material right and a
separate performance obligation under IFRS 15.
15.We note that "guarantee revenue" related to certain licensing agreements is recognized at
the point in time when control of the license is transferred.  Please tell us the nature and
terms of these licensing agreements and how you determined point in time recognition
was appropriate under IFRS 15.
9. Depreciation, Amortization and Impairment Losses, page F-35
16.We note that the depreciation and amortization totals included in this footnote, the

 FirstName LastNameAndrew Page
 Comapany NameAmer Sports, Inc.
 September 8, 2023 Page 4
 FirstName LastNameAndrew Page
Amer Sports, Inc.
September 8, 2023
Page 4
statement of cash flows, and within your segment footnote are internally inconsistent.
Please revise your filing accordingly or tell us the reasons for each variance.  Also ensure
you reconcile the depreciation and amortization totals for your reportable segments to the
corresponding consolidated amounts pursuant to IFRS 8.28.
29. Discontinued Operations and Assets and Liabilities Held For Sale, page F-75
17.Please tell us in sufficient detail how the disposition of Suunto qualified for discontinued
operations classification pursuant to IFRS 5.32.  In particular, explain how you
determined the disposal represented a separate major lines of business or geographical
area and clarify if Suunto represented a cash-generating unit ("CGU") or a group of
CGU's.  Per the tables on pages F-76-77, we note that the assets and liabilities held for
sale at fiscal year-end 2021 were not material to consolidated amounts.
Exhibits
18.We note your disclosure that you rely on a sole source supplier for Gore-Tex. Please tell
us what consideration you gave to Item 601(b)(10) of Regulation S-K.
General
19.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.
20.Please tell us why Tencent's interests in Amer Sports Holding (Cayman) Limited are not
included in the reclassification and distribution transactions you describe.
21.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

 FirstName LastNameAndrew Page
 Comapany NameAmer Sports, Inc.
 September 8, 2023 Page 5
 FirstName LastName
Andrew Page
Amer Sports, Inc.
September 8, 2023
Page 5
discuss how to submit the materials, if any, to us for our review.
22.We note your disclosure that ANTA Sports will be a controlling shareholder after
completion of the offering. Please revise, wherever applicable, to describe the risks
associated with your controlling shareholder's being based in China, including your
Enforceability of Civil Liabilities section. In this regard, we note your disclosure on page
33 that "The PRC government has significant authority to exert influence on the ability of
companies with Chinese operations to conduct their business."
            You may contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing