SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-25-003083 to Klarna Group plc (KLAR)

Klarna Group plc
Date: March 21, 2025 · CIK: 0002003292 · Accession: 0000000000-25-003083

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-285826

Date
March 21, 2025
Author
Office of Finance
Form
UPLOAD
Company
Klarna Group plc

Letter

Re: Klarna Group plc Registration Statement on Form F-1 Filed March 14, 2025 File No. 333-285826 Dear Sebastian Siemiatkowski:

March 21, 2025

Sebastian Siemiatkowski Chief Executive Officer Klarna Group plc 10 York Road London SE1 7ND United Kingdom

We have reviewed your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 Regulatory Capital Requirements, page 155

1. We note your presentation of capital adequacy information on a consolidated basis within the table on page 156. Please address the following:

Revise to include information for each period end presented and discuss any material related trends or changes between the periods. Revise to disclose the relevant regulatory minimum requirements to present your performance and compliance in relation to the minimum requirements. Revise to include capital adequacy and any other material regulatory requirements for each relevant entity if material to an understanding of any relevant risks. March 21, 2025 Page 2 Item 7. Recent Sales of Unregistered Securities, page II-2

2. We note your disclosure on page F-58 of significant events after the end of the reporting period, including the grant of 15,343,932 warrants in connection with a commercial agreement with a global partner. Please revise this section to include all recent sales of unregistered securities within the past three years, or advise. Exhibits Exhibit 5.1 Opinion of Davis Polk & Wardwell London LLP as to the validity of the ordinary shares, page II-5

3. Please have counsel revise the legal opinion in Exhibit 5.1 so that counsel opines that the shares will be fully paid, in addition to being validly issued and non-assessable. For guidance, please refer to Item 601(b)(5)(i) of Regulation S-K. See also Staff Legal Bulletin No. 19. 4. We note that counsel includes a statement in the Scope sub-section of their legality opinion that the "courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim...in connection with this opinion." Please remove the statement that by relying on your opinion a person irrevocably agrees and accepts that the courts of England have exclusive jurisdiction to hear and determine any dispute or claim to clarify that the limitation does not apply to claims brought under the Securities Act of 1933. 5. We note that counsel states that the "opinion is addressed to you in relation to the Registration Statement and may not be relied upon for any other purpose." Revise to remove any implication that investors are not able to rely on the opinion in purchasing the shares registered and sold in this offering. General

6. We note your press report released on March 17 that announced your entry into an exclusive agreement to provide buy now, pay later and other short and intermediate term financing for purchasers from Walmart through the OnePay app. To the extent you do not include the agreement as an exhibit in your next amendment, please provide us with your analysis as to how you determined that the agreement was not a material contract under Item 601(b)(10) of Regulation S-K.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Lory Empie at 202-551-3714 or Michael Volley at 202-551-3437 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- March 21, 2025 Page 3

551-3419 with any other questions.

Sincerely,
Division of Corporation Finance
Office of Finance
cc: Byron B. Rooney, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Sebastian Siemiatkowski
Chief Executive Officer
Klarna Group plc
10 York Road
London SE1 7ND
United Kingdom

 Re: Klarna Group plc
 Registration Statement on Form F-1
 Filed March 14, 2025
 File No. 333-285826
Dear Sebastian Siemiatkowski:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
Regulatory Capital Requirements, page 155

1. We note your presentation of capital adequacy information on a
consolidated basis
 within the table on page 156. Please address the following:

 Revise to include information for each period end presented and
discuss any
 material related trends or changes between the periods.
 Revise to disclose the relevant regulatory minimum requirements to
present your
 performance and compliance in relation to the minimum requirements.
 Revise to include capital adequacy and any other material
regulatory requirements
 for each relevant entity if material to an understanding of any
relevant risks.
 March 21, 2025
Page 2
Item 7. Recent Sales of Unregistered Securities, page II-2

2. We note your disclosure on page F-58 of significant events after the end
of the
 reporting period, including the grant of 15,343,932 warrants in
connection with a
 commercial agreement with a global partner. Please revise this section
to include all
 recent sales of unregistered securities within the past three years, or
advise.
Exhibits
Exhibit 5.1 Opinion of Davis Polk & Wardwell London LLP as to the validity of
the ordinary
shares, page II-5

3. Please have counsel revise the legal opinion in Exhibit 5.1 so that
counsel opines that
 the shares will be fully paid, in addition to being validly issued and
non-assessable.
 For guidance, please refer to Item 601(b)(5)(i) of Regulation S-K. See
also Staff Legal
 Bulletin No. 19.
4. We note that counsel includes a statement in the Scope sub-section of
their legality
 opinion that the "courts of England shall have exclusive jurisdiction to
hear and
 determine any dispute or claim...in connection with this opinion."
Please remove the
 statement that by relying on your opinion a person irrevocably agrees
and accepts that
 the courts of England have exclusive jurisdiction to hear and determine
any dispute or
 claim to clarify that the limitation does not apply to claims brought
under the
 Securities Act of 1933.
5. We note that counsel states that the "opinion is addressed to you in
relation to the
 Registration Statement and may not be relied upon for any other
purpose." Revise to
 remove any implication that investors are not able to rely on the
opinion in purchasing
 the shares registered and sold in this offering.
General

6. We note your press report released on March 17 that announced your entry
into an
 exclusive agreement to provide buy now, pay later and other short and
intermediate
 term financing for purchasers from Walmart through the OnePay app. To
the extent
 you do not include the agreement as an exhibit in your next amendment,
please
 provide us with your analysis as to how you determined that the
agreement was not a
 material contract under Item 601(b)(10) of Regulation S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Lory Empie at 202-551-3714 or Michael Volley at
202-551-3437 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-
 March 21, 2025
Page 3

551-3419 with any other questions.

 Sincerely,

 Division of Corporation Finance
 Office of Finance
cc: Byron B. Rooney, Esq.
</TEXT>
</DOCUMENT>