UPLOAD Filing
NIQ Global Intelligence plc
Date: June 18, 2025 · CIK: 0002054696 · Accession: 0000000000-25-006430
AI Filing Summary & Sentiment
Reasoning
Letter
Re: NIQ Global Intelligence Limited Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted May 30, 2025 CIK No. 0002054696 Dear James Peck:
June 18, 2025
James Peck Chief Executive Officer NIQ Global Intelligence Limited 200 West Jackson Boulevard Chicago, IL 60606
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 May 2, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 Risk Factors, page 27
1. We note that affiliates of J.P Morgan Securities LLC are also lenders under your Revolving Credit Facility. Please revise to add appropriate risk factor disclosure regarding the risk to investors from the existence of a conflict of interest within the meaning of Rule 5121 of FINRA because affiliates of certain of the underwriters are lenders under your Revolving Credit Facility and will each receive at least 5% of the net proceeds from the offering in connection with the repayment of amounts outstanding under your Revolving Credit Facility. In addition, revise to the summary as appropriate to include cross reference(s) to the appropriate risk factors. June 18, 2025 Page 2
Principal and Selling Shareholders, page 191
2. We note your response to prior comment 8. We further note that Advent International, L.P. have voting control of the company. Please revise to provide a materially complete discussion regarding how voting and investment decisions are made for the Advent Shareholder and NIM. In addition, include disclosure regarding the qualitative impact on the governance of the company. Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Thomas Fraser
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 18, 2025 James Peck Chief Executive Officer NIQ Global Intelligence Limited 200 West Jackson Boulevard Chicago, IL 60606 Re: NIQ Global Intelligence Limited Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted May 30, 2025 CIK No. 0002054696 Dear James Peck: 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 May 2, 2025 letter. Amendment No. 2 to Draft Registration Statement on Form S-1 Risk Factors, page 27 1. We note that affiliates of J.P Morgan Securities LLC are also lenders under your Revolving Credit Facility. Please revise to add appropriate risk factor disclosure regarding the risk to investors from the existence of a conflict of interest within the meaning of Rule 5121 of FINRA because affiliates of certain of the underwriters are lenders under your Revolving Credit Facility and will each receive at least 5% of the net proceeds from the offering in connection with the repayment of amounts outstanding under your Revolving Credit Facility. In addition, revise to the summary as appropriate to include cross reference(s) to the appropriate risk factors. June 18, 2025 Page 2 Principal and Selling Shareholders, page 191 2. We note your response to prior comment 8. We further note that Advent International, L.P. have voting control of the company. Please revise to provide a materially complete discussion regarding how voting and investment decisions are made for the Advent Shareholder and NIM. In addition, include disclosure regarding the qualitative impact on the governance of the company. Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Thomas Fraser </TEXT> </DOCUMENT>