SEC Comment Letter 0000000000-24-001406 to Marex Group Ltd (MRX)
Marex Group Ltd
Date: Feb. 5, 2024 · CIK: 0001997464 · Accession: 0000000000-24-001406
AI Filing Summary & Sentiment
Show Raw Text
United States securities and exchange commission logo
February 5, 2024
Nick Jones
Head of Legal
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re:Marex Group plc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 18, 2024
CIK No. 0001997464
Dear Nick Jones:
We have reviewed your amended draft registration statement and have the following
comments.
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 2, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Growth from Expansion of Client Footprint, page 13
1.We note your response to prior comment 4 and your revised disclosures on pages 15 and
127. Please describe how you defined "larger clients" so that investors can better
understand the positioning of the clients you present in your case studies.
Our amended and restated articles of association will contain exclusive jurisdiction provisions,
page 70
2.We note your discussion in the second paragraph of this risk factor that discusses the fact
that there have been challenges to the enforceability of the exclusive forum provisions.
FirstName LastNameNick Jones
Comapany NameMarex Group plc
February 5, 2024 Page 2
FirstName LastNameNick Jones
Marex Group plc
February 5, 2024
Page 2
Revise this risk factor to note that investors cannot waive compliance with the federal
securities laws, and that Section 22 of the Securities Act of 1933 permits investors to
bring actions to enforce a duty or right under the Act in any state or federal court of
competent jurisdiction.
Quantitative and Qualitative Disclosures of Market Risks, page 108
3.We note your response to prior comment 21, as well as your disclosure in the risk factors
about the potential risk if your risk tolerance were to increase, or your risk management
policies or processes were not able to adequately identify and address risks. Revise this
section, or another appropriate section, to better discuss your evaluation of risk exposure
and how management and the board address changes in risk tolerance or risk exposure
that exceeds the existing standards.
Interest Rate Risk, page 111
4.We note your response to prior comment 22. Please revise your disclosure to further
discuss the time period covered by your analysis of short term interest rate changes and
any assumptions underlying your 100bp sensitivity analysis.
Management, page 166
5.We note your response to prior comment 8, your discussion in several risk factors, as well
as your discussion of data privacy obligations on page 161. To the extent cybersecurity
and digital privacy risks are material to your business, please disclose how these risks fit
into your risk management structure, including the nature of the board, or a specific
committee’s role in overseeing your management of these risks.
6.Revise this section to provide a more complete response to the information required by
Item 6 of Form 20-F. For instance, we note that you provide language that states "the
following is a brief summary of the business experience..." as your response to Item
6(A)(1). While we understand that your management and board may change as a result of
the reorganization, please include the relevant disclosure for individuals that have been
named.
Executive Officer and Director Compensation, page 169
7.Revise your disclosure to identify each key element of executive compensation separately.
Also, please provide disclosure on an individual basis or provide us with a specific
analysis of UK requirements that permit you to present employee and director
compensation on an aggregate basis.
8.Please tell us whether the two named executive officers represent your primary "risk
takers" as the term is used in the 2022 Deferred Bonus Plan discussed on page 175. Revise
your disclosure related to your risk management activities to discuss the oversight of your
primary "risk takers."
FirstName LastNameNick Jones
Comapany NameMarex Group plc
February 5, 2024 Page 3
FirstName LastName
Nick Jones
Marex Group plc
February 5, 2024
Page 3
Articles of Association, page 183
9.We note your response to prior comment 25. Please revise this section to describe the
exclusive forum provision in your Amended and Restated Articles of Association.
19 Inventory, page F-60
10.We note your responses to our prior comments 10 and 17, which indicate that your
cryptocurrency specific activities are not material to your operations or financial results.
Please revise your disclosure to state this fact here. Additionally, consistent with your
response, please revise your MD&A or Market Risk disclosures, where appropriate, to
state that you monitor your overall net exposure to cryptocurrencies and that if the price of
Bitcoin (or other significant digital asset holdings) were to rise or fall for the periods
presented, the results would be immaterial to your operational and financial results.
22 Derivative Instruments, page F-63
11.Please refer to prior comment 12. Noting that you offer bespoke off-exchange hedging
solutions in the form of customized OTC derivatives hedging, please quantify your
exposure to customized OTC derivatives for each of the periods presented within your
financial statements.
Please contact Shannon Davis at 202-551-6687 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-3419 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Marc Jaffe, Esq.