Correspondence 0001193125-24-240466 from Marex Group Ltd (MRX)
Marex Group Ltd
Date: Oct. 21, 2024 · CIK: 0001997464 · Accession: 0001193125-24-240466
AI Filing Summary & Sentiment
Letter
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
Chicago
Riyadh
October 21, 2024
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
Hong Kong
Singapore
Houston
Tel Aviv
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention:
Madeleine Joy Mateo
Christian Windsor
Re:
Marex Group plc
Draft Registration Statement on Form F-1
Confidentially submitted on October 10, 2024
CIK No. 0001997464
Ladies and Gentlemen:
On behalf of Marex Group plc (the “Company”), we are hereby filing a Registration Statement on Form F-1 (“Registration Statement”). The Company previously submitted a Draft Registration Statement on Form F-1 on a confidential basis with the Securities and Exchange Commission (the “Commission”) on October 10, 2024 (the “Draft Submission”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on October 17, 2024 from the staff of the Commission (the “Staff”).
For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.
The market price of our ordinary shares could be negatively affected by future issuances, page 77
1. We note the last risk factor on page 77. Add a specific risk factor to address the impact of the sales of securities by the shareholders in this offering. Please revise your disclosure to identify the significant and affiliated selling shareholders referred to in the existing risk factor, as well as provide quantitative disclosure of the amount of shares sold by the selling shareholders in the IPO, and the amount expected to be sold in this offering.
Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 78 and 79 of the Registration Statement.
October 21, 2024
Page 2
* * *
We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Marc D. Jaffe
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CORRESP 1 filename1.htm CORRESP 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh October 21, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Madeleine Joy Mateo Christian Windsor Re: Marex Group plc Draft Registration Statement on Form F-1 Confidentially submitted on October 10, 2024 CIK No. 0001997464 Ladies and Gentlemen: On behalf of Marex Group plc (the “Company”), we are hereby filing a Registration Statement on Form F-1 (“Registration Statement”). The Company previously submitted a Draft Registration Statement on Form F-1 on a confidential basis with the Securities and Exchange Commission (the “Commission”) on October 10, 2024 (the “Draft Submission”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on October 17, 2024 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. The market price of our ordinary shares could be negatively affected by future issuances, page 77 1. We note the last risk factor on page 77. Add a specific risk factor to address the impact of the sales of securities by the shareholders in this offering. Please revise your disclosure to identify the significant and affiliated selling shareholders referred to in the existing risk factor, as well as provide quantitative disclosure of the amount of shares sold by the selling shareholders in the IPO, and the amount expected to be sold in this offering. Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 78 and 79 of the Registration Statement. October 21, 2024 Page 2 * * * We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence. Very truly yours, /s/ Marc D. Jaffe Marc D. Jaffe of LATHAM & WATKINS LLP cc: (via email) Ian Lowitt, Marex Group plc Rob Irvin, Marex Group plc Ian Schuman, Latham & Watkins LLP Jennifer Gascoyne, Latham & Watkins LLP