SecProbe.io

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 April 29, 2025

Ivica Krolo
Chief Financial Officer
Birkenstock Holding plc
1-2 Berkeley Square
London W1J 6EA , United Kingdom

 Re: Birkenstock Holding plc
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 001-41836
Dear Ivica Krolo:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Birkenstock Holding PLC • 1-2 Berkeley Square • London W1J 6EA • U.K.

 Birkenstock
 Holding PLC
 1-2
 Berkeley Square
 London
 W1J
 6EA
 U.K.

 April 15, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance - Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Ms. Melissa Gilmore and Mr. Kevin Woody

 Re:
 Birkenstock Holding plc

 Form 20-F for the Fiscal Year Ended September 30, 2024

 File No. 001-41836

 Dear Ms. Gilmore and Mr. Woody:

 We set forth below our responses to the
comments raised in the letter of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission to Birkenstock Holding plc ("we," "us," "our," or the "Company"), dated March
27, 2025.

 For ease of reference, each of the Staff's
comments is reproduced below in italics.

 Response Letter Dated March 24,
2025
Response to Previous Comment 1

 1. We note your response that you believe presenting a directional change in ASP on a group-wide basis
is meaningful and providing the number of footwear pairs sold or ASP by channel and segment would be potentially misleading and could
give undue prominence to the precision of factors in understanding the impact changes in revenue. Since you refer to ASP in your revenue
by channel and revenue by segment discussions and your proposed disclosure states that you believe presenting a directional change in
ASP provides useful information to investors as it helps facilitate an enhanced understanding of your operating rests and enables them
to make more meaningful period-to-period comparisons, please revise your future disclosure to state why you do not provide respective
information at a channel or segment level.

 Response : We acknowledge
the Staff's comment and respectfully submit that going forward, we will add the following disclosure at the end of the sub-section
entitled "Non-IFRS Financial Measures" (see page 61 of our 2024 annual report on Form 20-F), which will be amended to read
"Non-IFRS Financial Measures and Other Metrics," to our annual reports on Form 20-F. (The last sentence of the third paragraph
contains new language (emphasis added) as compared to our response letter dated March 24, 2025; the previous last sentence was moved up
and is now the second paragraph):

 "Average Selling Price

 Average selling price ("ASP")
is calculated by dividing our total revenue from sales of footwear pairs by the number of footwear pairs sold. Prior to fiscal 2024, ASP
was calculated by dividing our total revenue by our total number of units of all products sold. The difference between these two methods
is immaterial.

 Our management uses group ASP in managing
and monitoring the performance of the business.

 We believe presenting a directional change
in ASP provides useful information to investors as it helps facilitate an enhanced understanding of our operating results and enables
them to make more meaningful period-to-period comparisons, particularly because a change in ASP is typically one of several principal
drivers of our revenue development between periods. However, in channels and segments, ASP can vary significantly based on various
factors and circumstances, and, therefore, management believes that quantifying ASP or the directional change thereof at segment or channel
level would provide a level of granularity not considered helpful and potentially misleading ."

 Response to Previous Comment 2

 2. We note your response that your operating expense line items are predominantly exposed to Euros and
your FX exposure in operating expenses is limited to global sales entities and you believe that presenting expense line items at constant
currency would not provide meaningful additional information to investors. Please remove your disclosure on page 76 in your fiscal year
2024 20-F that you generate a significant portion of your expenses in currencies other than the Euro, or tell us how this statement is
still applicable.

 Response : We acknowledge
the Staff's comment and respectfully submit to the Staff that the Company believes its disclosure on page 76 of the 2024 annual
report on Form 20 is correct. More than 50% of the Company's revenues and approximately 25% of expenses are generated and incurred,
respectively, in currencies other than the Euro. Thus, both the non-Euro revenues and the non-Euro expenses represent a "significant
portion" of total revenues and expenses, respectively (as stated on p. 76). However, since 74.6% of the Company's expenses
are incurred in Euros, the statement in our response letter dated March 24, 2025 that "our operating expense line items are with
approximately 70% predominantly exposed to Euros" is also correct. The Company continues to believe that presenting revenue on a
constant currency basis is more helpful as the non-Euro portion represents "more than 50%," but that presenting expenses on
a constant currency basis would be less meaningful as the non-Euro portions represent only approximately 25%.

 For background, in the fiscal year
ended September 30, 2024, the Company's gross profit at constant currency was 1.3% higher than gross profit as reported under IFRS,
profit from operations was 1.8% higher than profit from operations as reported under IFRS, and net profit at constant currency was 3.0%
higher than net profit as reported under IFRS. However, we note that our management does not steer constant currency expenses and that
such figures are not part of management reporting and, as a result, the Company does not consider constant currency expenses, or gross
profit, profit from operations or net profit at constant currency, relevant to management's decision-making.

 We appreciate the opportunity to respond
to the Commission's comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses.
Please feel free to contact our counsel, Leo Borchardt, Esq., of Davis Polk & Wardwell London LLP, at +44-20-7418-1334 or by email
at leo.borchardt@davispolk.com.

 Sincerely,

 /s/ Ivica Krolo

 Ivica Krolo

 Chief Financial Officer

 (principal financial officer)

CORRESP
 1
 filename1.htm

 Birkenstock Holding PLC • 1-2 Berkeley Square • London W1J 6EA • U.K.

 Birkenstock
 Holding PLC
 1-2
 Berkeley Square
 London
 W1J
 6EA
 U.K.

 April 9,
2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance - Office of Manufacturing

 100 F Street,
NE

 Washington,
D.C. 20549

 Attention:
Ms. Melissa Gilmore and Mr. Kevin Woody

 Re:
 Birkenstock Holding plc

 Form 20-F for the Fiscal Year Ended September 30, 2024

 File No. 001-41836

 – REQUEST FOR EXTENSION OF TIME TO RESPOND TO
COMMENT LETTER DATED MARCH 27, 2025 –

 Dear Ms.
Gilmore and Mr. Woody:

 We are writing
in response to the letter of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission to Birkenstock Holding plc ("we," "us," "our," or the "Company"), dated March
27, 2025, in which the Staff requested certain information regarding our Form 20-F filing for the fiscal year ended September 30, 2024.
As discussed via E-mail with Ms. Gilmore, we would like to request an extension to the filing deadline for our response as the Company
needs more time to gather information and prepare its responses. Currently, a response was requested by the Staff within 10 business
days. We respectfully request the Staff to grant an extension of such time and allow the Company to respond to the Staff's letter
dated March 27, 2025 by April 16, 2025.

 Thank you
for your consideration of our request for an extension. If you have any further questions, please feel free to contact our counsel, Leo
Borchardt, Esq., of Davis Polk & Wardwell London LLP, at +44-20-7418-1334 or by email at leo.borchardt@davispolk.com.

 Sincerely,

 /s/
Ivica Krolo

 Ivica Krolo

 Chief Financial Officer

 (principal financial officer)

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<TEXT>
 March 27, 2025

Ivica Krolo
Chief Financial Officer
Birkenstock Holding plc
1-2 Berkeley Square
London W1J 6EA , United Kingdom

 Re: Birkenstock Holding plc
 Form 20-F for the Fiscal Year Ended September 30, 2024
 Response Letter Dated March 24, 2025
 File No. 001-41836
Dear Ivica Krolo:

 We have reviewed your March 24, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
March13, 2025 letter.

Response Letter Dated March 24, 2025
Response to Previous Comment 1

1. We note your response that you believe presenting a directional change
in ASP on a
 group-wide basis is meaningful and providing the number of footwear
pairs sold or
 ASP by channel and segment would be potentially misleading and could
give undue
 prominence to the precision of factors in understanding the impact
changes in
 revenue. Since you refer to ASP in your revenue by channel and revenue
by segment
 discussions and your proposed disclosure states that you believe
presenting a
 directional change in ASP provides useful information to investors as it
helps
 facilitate an enhanced understanding of your operating rests and enables
them to make
 more meaningful period-to-period comparisons, please revise your future
disclosure to
 state why you do not provide respective information at a channel or
segment level.
 March 27, 2025
Page 2

Response to Previous Comment 2

2. We note your response that your operating expense line items are
predominantly
 exposed to Euros and your FX exposure in operating expenses is limited to
global
 sales entities and you believe that presenting expense line items at
constant currency
 would not provide meaningful additional information to investors. Please
remove your
 disclosure on page 76 in your fiscal year 2024 20-F that you generate a
significant
 portion of your expenses in currencies other than the Euro, or tell us
how this
 statement is still applicable.
 Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Birkenstock Holding PLC • 1-2 Berkeley Square • London W1J 6EA • U.K.

 Birkenstock
 Holding PLC
 1-2
 Berkeley Square
 London
 W1J
 6EA
 U.K.

 March 24, 2025

 Via EDGAR

 Securities and Exchange
Commission

 Division of Corporation
Finance - Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Ms. Melissa
Gilmore and Mr. Kevin Woody

 Re:
 Birkenstock Holding plc

 Form 20-F for the Fiscal Year Ended September 30, 2024

 File No. 001-41836

 Dear Ms.
Gilmore and Mr. Woody:

 We set
forth below our responses to the comments raised in the letter of the staff of the Division of Corporation Finance (the "Staff")
of the Securities and Exchange Commission to Birkenstock Holding plc ("we," "us," "our," or the "Company"),
dated March 13, 2025.

 For ease
of reference, each of the Staff's comments is reproduced below in italics.

 Form
20-F for the Fiscal Year Ended September 30, 2024

 Item
5. Operating and Financial Review and Prospects

 A. Operating
 Results, page 60

 1. We
 note your key financial highlight of ASP and discussions of ASP growth in your revenues by
 channel and segment comparisons, which appears to be a metric. Please revise your disclosures
 to properly identify ASP as a metric, if true, and provide all disclosures consistent with
 the guidance in SEC Release No. 33-10751. Additionally, tell us your consideration for disclosing
 ASP and the number of footwear pairs sold by channel and segment.

 Response :
We acknowledge the Staff's comment and respectfully submit that the Company has reviewed SEC Release No. 33-10751. We respectfully
refer the Staff to page 1 of the Form 20-F for a definition of "ASP" which explains how the Company calculates the metric.
We believe presenting a directional change in ASP provides useful information to investors because it helps facilitate an enhanced understanding
of our operating results and enables them to make more meaningful period-to-period comparisons, particularly because a change in ASP
is typically one of several principal drivers of our revenue development between periods. Another principal driver is typically the change
in the number of footwear pairs sold.

 Our
management uses group ASP and total footwear pairs sold in managing and monitoring the performance of the business.

 In
channels and segments, ASP, and to a lesser extent the number of footwear pairs sold, can vary significantly based on various factors
and one-off events affecting only such channel or segment, including, but not limited to, the expansion of our DTC channel; market conversions
from third party distributors to direct shipping; optimization of our wholesale partner network; increased overall share of premium products;
and strategic like-for-like pricing increases. Management finds that presenting directional changes in ASP and the number of footwear
pairs sold helps investors understand the drivers behind revenue changes between periods. However, quantifying ASP or the number of footwear
pairs sold (or quantifying the directional change thereof) at segment or channel level would provide a level of granularity not considered
helpful and potentially misleading. In addition, our management wants to avoid giving undue prominence to the precision of these two
factors as there are others that also impact changes in revenue. Therefore, our management assesses the performance of the business considering
directional changes of the group-wide average ASP and number of footwear pairs sold, as it believes that presenting changes in ASP as
a group average and the number of footwear pairs sold in total typically has the effect of normalizing these metrics in a way that is
helpful to monitor and steer the business. We respectfully submit to the Staff that given management's view that the changes in
group-wide ASP and number of footwear pairs sold are the more balanced metrics for assessing the performance of the overall business,
this is also the more useful metric for investors.

 Going
forward, we will add the following disclosure at the end of the sub-section entitled "Non-IFRS Financial Measures" (see page
61 of our 2024 annual report on Form 20-F), which will be amended to read "Non-IFRS Financial Measures and Other Metrics,"
to our annual reports on Form 20-F:

 "Average
Selling Price

 Average
selling price ("ASP") is calculated by dividing our total revenue from sales of footwear pairs by the number of footwear
pairs sold. Prior to fiscal 2024, ASP was calculated by dividing our total revenue by our total number of units of all products sold.
The difference between these two methods is immaterial.

 We believe
presenting a directional change in ASP provides useful information to investors as it helps facilitate an enhanced understanding of our
operating results and enables them to make more meaningful period-to-period comparisons, particularly because a change in ASP is typically
one of several principal drivers of our revenue development between periods. Our management uses group ASP in managing and monitoring
the performance of the business."

 B. Liquidity
 and Capital Resources

 Effects of Foreign
Currency Fluctuation, page 76

 2. We
 note your disclosures of constant currency revenue and currency revenue growth. We also note
 that you generate a significant portion of your expenses in currencies other than the Euro.
 Please tell us your consideration for a similar disclosure as it relates to your expense
 line items.

 Response :
We acknowledge the Staff's comment and respectfully submit to the Staff the following considerations regarding constant currency
presentation of expense line items. Our exposure to foreign currencies ("FX") is most relevant for revenue, since more than
50% of our revenue is generated in our Americas segment and in currencies (i.e., primarily in U.S. dollar) other than the presentation
currency of our financial statements. Thus, we believe that constant currency revenue provides helpful additional information to investors
by showing like-for-like revenue growth that eliminates FX impact. By contrast, our operating expense line items are with approximately
70% predominantly exposed to Euros, due to the following reasons: our production sites are based in Germany and our component manufacturing
facility is based in Portugal (which both use the Euro, the presentation currency of our financial statements); raw materials are predominantly
sourced in Europe and thus paid for in Euros; and the vast majority of our corporate overhead expenses are incurred in Germany, and,
in consequence, in Euros. Our FX exposure in operating expenses is limited to global sales entities, i.e., mainly the sales entity in
the United States, with U.S. dollar-denominated costs primarily for logistics, marketing, personnel, and duties. As a result, we believe
that presenting expense line items at constant currency would not provide meaningful additional information to investors.

 Item 15. Controls
and Procedures

 Attestation Report
of the Registered Independent Public Accounting Firm, page 118

 3. We
 note your disclose that you did not include a report from your Registered Public Accounting
 Firm regarding internal control over financial reporting due to the transition period established
 by rules of the SEC for newly public companies. We also note your Form 20-F for the fiscal
 year ended September 30,2024 is the second annual report you filed after the effective date
 of your IPO. We further note that on page 46, that your independent registered public accounting
 firm must attest to and report on the effectiveness of your internal control over financial
 reporting when you no longer meet the definition of a non-accelerated filer, which you expect
 to be the case for the year ending September 30, 2025. Please tell us how you determined
 your non- accelerated filer status as noted on your cover page at September 30, 2024.

 Response :

 We
acknowledge the Staff's comment and respectfully submit that we have concluded that the Company was a non-accelerated filer for
purposes of its annual report on Form 20-F for the fiscal year ended September 30, 2024. Under each of the definitions of ‘accelerated
filer' and ‘large accelerated filer' (see Exchange Act Rule 12b-2(1) and (2), respectively), an issuer must meet the
relevant conditions "as of the end of its fiscal year," i.e., September 30, 2024. In each case, one of the conditions is
that the issuer "has been subject to the requirements of section 13(a) or 15(d) of the Act […] for a period of at least
twelve calendar months" (see Rule 12b-2(1)(ii) and Rule 12b-2(2)(ii), respectively). The Company was subject to such reporting
requirements from the date its registration statement on Form F-1 for its initial public offering became effective, which was on October
10, 2023. Thus, as of September 30, 2024, the Company had been a reporting issuer for less than 12 months. As a result, we were not required
to include a report from our Registered Public Accounting Firm regarding internal control over financial reporting.

 General

 4. Please
 provide us with your analysis as to how you determined that you are currently a foreign private
 issuer and at September 30, 2024. In this regard, we note your statement on page 196, that,
 "As of November 30, 2024, you estimated that approximately 98% of our outstanding ordinary
 shares were held by 15 U.S shareholders of record. Further, your table on page 94 shows J.
 Michael Chu, Director, beneficially owning 72% of your ordinary shares and appears to be
 as a resident of the United States. Refer to the definition of foreign private issuer under
 Exchange Act Rule 3b-4(c).

 Response :

 We
acknowledge the Staff's comment and respectfully submit that the Company was a foreign private issuer as defined in Exchange Act
Rule 3b-4(c) (an "FPI") as of September 30, 2024, and is currently an FPI. While we assume that more than 50% of the Company's
outstanding voting securities are directly or indirectly held by residents of the United States (see Rule 3b-4(c)(1)), we would only
cease to be a foreign private issuer if any of the requirements under Rule 3b-4(c)(2) was also met – which we have concluded was
not the case as of either of the dates in question. Specifically, as of December 31, 2024:

 · Three
 of seven directors and one of nine executive officers were citizens and/or residents of the
 United States. Consequently, the majority of the directors and the majority of the executive
 officers were not U.S. citizens or residents.

 · Only
 approximately 40% of the Company's total assets were located in the United States,
 therefore, more than 50% of the Company's total assets were not located in the United
 States.

 · The
 business of the Company was administered principally in Germany and the UK, hence outside
 the United States.

 For
purposes of our annual report for the year ended September 30, 2024 on Form 20-F, our analysis was based on the relevant data as of the
last business day of our most recently completed second fiscal quarter ended March 31, 2024. The conclusion at the time was substantially
the same, except that at the time approximately 41% of the Company's total assets were located in the United States.

 We appreciate
the opportunity to respond to the Commission's comments, and we would welcome any follow-up questions or concerns you may have
after reviewing our responses. Please feel free to contact our counsel, Leo Borchardt, Esq., of Davis Polk & Wardwell London LLP,
at +44-20-7418-1334 or by email at leo.borchardt@davispolk.com.

 Sincerely,

 /s/
 Ivica Krolo

 Ivica Krolo

 Chief Financial Officer

 (principal financial officer)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Ivica Krolo
Chief Financial Officer
Birkenstock Holding plc
1-2 Berkeley Square
London W1J 6EA , United Kingdom

 Re: Birkenstock Holding plc
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 001-41836
Dear Ivica Krolo:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended September 30, 2024
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 60

1. We note your key financial highlight of ASP and discussions of ASP
growth in your
 revenues by channel and segment comparisons, which appears to be a
metric. Please
 revise your disclosures to properly identify ASP as a metric, if true,
and provide all
 disclosures consistent with the guidance in SEC Release No. 33-10751.
Additionally,
 tell us your consideration for disclosing ASP and the number of footwear
pairs sold by
 channel and segment.
B. Liquidity and Capital Resources
Effects of Foreign Currency Fluctuation, page 76

2. We note your disclosures of constant currency revenue and currency
revenue growth.
 We also note that you generate a significant portion of your expenses in
currencies
 other than the Euro. Please tell us your consideration for a similar
disclosure as it
 relates to your expense line items.
 March 13, 2025
Page 2

Item 15. Controls and Procedures
Attestation Report of the Registered Independent Public Accounting Firm, page
118

3. We note your disclose that you did not include a report from your
Registered Public
 Accounting Firm regarding internal control over financial reporting due
to the
 transition period established by rules of the SEC for newly public
companies. We also
 note your Form 20-F for the fiscal year ended September 30,2024 is the
second annual
 report you filed after the effective date of your IPO. We further note
that on page 46,
 that your independent registered public accounting firm must attest to
and report on
 the effectiveness of your internal control over financial reporting when
you no longer
 meet the definition of a non-accelerated filer, which you expect to be
the case for the
 year ending September 30, 2025. Please tell us how you determined your
non-
 accelerated filer status as noted on your cover page at September 30,
2024.
General

4. Please provide us with your analysis as to how you determined that you
are currently
 a foreign private issuer and at September 30, 2024. In this regard, we
note your
 statement on page 196, that, As of November 30, 2024, you estimated
that
 approximately 98% of our outstanding ordinary shares were held by 15 U.S
 shareholders of record. Further, your table on page 94 shows J. Michael
Chu,
 Director, beneficially owning 72% of your ordinary shares and appears to
be as a
 resident of the United States. Refer to the definition of foreign
private issuer under
 Exchange Act Rule 3b-4(c).
 In closing, 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.

 Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

June 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Jenny O'Shanick

Re: 		Birkenstock Holding plc

		Registration Statement on Form F-1

		File No. 333‑280440

Acceleration Request

Requested Date: June 26, 2024

Requested Time: 4:00 P.M. Eastern Time

To the addressees set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Birkenstock Holding plc (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on June 26, 2024, or at such later time as the Company or its outside counsel, Kirkland & Ellis LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Sincerely,

GOLDMAN SACHS & CO. LLC

J.P MORGAN SECURITIES LLC

As representatives of the several underwriters

GOLDMAN SACHS & CO. LLC

By:  /s/ Timothy Carson
Name: Timothy Carson
Title: Managing Director

J.P. MORGAN SECURITIES LLC

By:  /s/ Brittany Collier
Name: Brittany Collier
Title: Managing Director

  [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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  CORRESP

BIRKENSTOCK HOLDING PLC

1-2 Berkeley Square

London W1J 6EA

United Kingdom

June 24, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jenny O’Shanick

Re:    Birkenstock Holding plc

Registration Statement on Form F-1

File No. 333-280440

Ladies and Gentlemen:

Birkenstock Holding plc (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1, as amended, to become effective on June 26, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Joshua N. Korff, Ross M. Leff and Zoey Hitzert of Kirkland & Ellis LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Ross M. Leff of Kirkland & Ellis LLP, counsel to the Registrant, at (212) 446-4947, or in his absence, Joshua N. Korff at (212) 446-4943, or Zoey Hitzert at (212) 909-3324.

[Signature Page Follows]

Very truly yours,

Birkenstock Holding plc

By: /s/ Ruth Kennedy

Name: Ruth Kennedy

Title:   Director

cc:	Oliver Reichert, Chief Executive Officer and Director

	Dr. Erik Massmann, Chief Financial Officer

	Christian Heesch, Chief Legal Officer

	Birkenstock Group

	Joshua N. Korff

	Ross M. Leff

	Zoey Hitzert

	Kirkland & Ellis LLP

	Marc D. Jaffe

	Ian D. Shuman

	Adam J. Gelardi

	Latham & Watkins LLP

United States securities and exchange commission logo
May 21, 2024
Oliver Reichert
Chief Executive Officer
Birkenstock Holding plc
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding plc
Draft Registration Statement on Form F-1
Submitted May 16, 2024
CIK No. 0001977102
Dear Oliver Reichert:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross M. Leff, P.C

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CORRESP

 BIRKENSTOCK HOLDING PLC

1-2 Berkeley Square

London W1J 6EA

 United Kingdom

,October 5, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:      Charles Eastman

Martin James

 Erin Donahue

Erin Purnell

RE:
 Birkenstock Holding plc

Registration Statement on Form F-1

File No. 333-274483

Ladies and Gentlemen:

 Birkenstock Holding plc
(the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form F-1, as amended, to become effective on October 10, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via
telephone call to the staff of the Commission. The Registrant hereby authorizes each of Joshua N. Korff, Ross M. Leff and Zoey Hitzert of Kirkland & Ellis LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Ross M. Leff of Kirkland &
Ellis LLP, counsel to the Registrant, at (212) 446-4947, or in his absence, Joshua N. Korff at (212) 446-4943, or Zoey Hitzert at (212) 909-3324.

 [Signature Page Follows]

Very truly yours,

BIRKENSTOCK HOLDING PLC

By:

/s/ Nikhil Thukral

Name:

Nikhil Thukral

Title:

Director

cc:
 Oliver Reichert, Chief Executive Officer

Dr. Erik Massmann, Chief Financial Officer

Christian Heesch, Chief Legal Officer

Birkenstock Holding plc

 Ross M.
Leff

 Joshua N. Korff

 Zoey
Hitzert

 Kirkland & Ellis LLP

Marc D. Jaffe

 Ian D. Shuman

 Adam J. Gelardi

Latham & Watkins LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
1
filename1.htm

CORRESP

 October 5, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Charles Eastman

 Martin James

Erin Donahue

 Erin Purnell

Re:

 Birkenstock Holding plc

Registration Statement on Form F-1

File No. 333-274483

 Acceleration Request

Requested Date: October 10, 2023

 Requested Time:
4:00 P.M. Eastern Time

 To the addressees set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the
several underwriters, hereby join in the request of Birkenstock Holding plc (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M.,
Eastern Time, on October 10, 2023, or at such later time as the Company or its outside counsel, Kirkland & Ellis LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we will take
reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Sincerely,

 GOLDMAN SACHS & CO. LLC

J.P MORGAN SECURITIES LLC

 MORGAN STANLEY & CO.
LLC

As representatives of the several underwriters

GOLDMAN SACHS & CO. LLC

By:

/s/ Ryan Cunn

Name:

Ryan Cunn

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

/s/ Brittany Collier

Name:

Brittany Collier

Title:

Managing Director

MORGAN STANLEY & CO. LLC

By:

/s/ Amna Malik

Name:

 Amna Malik

Title:

Morgan Stanley |
Investment Banking Division

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

 October 4,
2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Charles Eastman, Martin James, Erin Donahue and Erin Purnell

Re:
 Birkenstock Holding Limited

Amendment No. 2 to Registration Statement on Form F-1

Filed October 2, 2023

File No. 333-274483

Ladies and Gentlemen:

 This letter sets forth
the responses of Birkenstock Holding plc (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your
letter dated October 3, 2023 with respect to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”).

The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to
correspond to the number in the Staff’s letter. For your convenience, we have also set forth our response to the comment immediately below such comment.

In addition, the Company has revised the Registration Statement in response to the Staff’s comment, and the Company is concurrently
publicly filing Amendment No. 3 to the Registration Statement on Form F-1 (the “Amendment No. 3”) with this letter, which reflects these revisions
and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment
No. 3.

 Registration Statement on Form F-1 filed October 2, 2023

Capitalization, page 78

1.
 Staff’s comment: Revise the adjusted column of the table to remove your cash and cash
equivalents of €289,609 from the amount currently presented as “Total shareholders’ equity and indebtedness”. Further, please revise to title the caption “total capitalization”.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong
Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.

 Securities and Exchange Commission

October 4, 2023

  Page
 2

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page 78 of Amendment No. 3 accordingly.

 Securities and Exchange Commission

October 4, 2023

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comment. If you have any
questions related to this letter, please contact Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com.

Sincerely,

 /s/ Ross M. Leff

Ross M. Leff

 Via E-mail:

cc:
 Oliver Reichert, Chief Executive Officer

Dr. Erik Massmann, Chief Financial Officer

Christian Heesch, Chief Legal Officer

Birkenstock Holding Limited

Joshua N. Korff

 Zoey Hitzert

 Kirkland & Ellis LLP

Marc D. Jaffe

 Ian D. Shuman

Adam J. Gelardi

Latham & Watkins LLP

United States securities and exchange commission logo
October 3, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed October 2, 2023
File No. 333-274483
Dear Oliver Reichert:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our September 26, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed on October 2, 2023
Capitalization, page 78
1.Revise the adjusted column of the table to remove your cash and cash equivalents
of €289,609 from the amount currently presented as ''Total shareholders’ equity and
indebtedness". Further, please revise to title the caption "total capitalization".

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 October 3, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
October 3, 2023
Page 2
            Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross Leff

CORRESP
1
filename1.htm

CORRESP

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

 October 2,
2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Charles Eastman, Martin James, Erin Donahue and Erin Purnell

Re:
 Birkenstock Holding Limited

Amendment No. 1 to Registration Statement on Form F-1

Filed September 15, 2023

File No. 333-274483

Ladies and Gentlemen:

 This letter sets forth
the responses of Birkenstock Holding Limited (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in
your letter dated September 26, 2023 with respect to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments, and the Company is concurrently
publicly filing Amendment No. 2 to the Registration Statement on Form F-1 (the “Amendment No. 2”) with this letter, which reflects these revisions
and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No. 2. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment
No. 2.

 Registration Statement on Form F-1 filed September 15, 2023

Use of Proceeds, page 74

1.
 Staff’s comment: Please disclose the estimated net amount of proceeds broken down into each
principal intended use thereof. See Item 3.C of Form 20-F.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 23 and 76 of Amendment
No. 2 accordingly.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong
Kong Houston London Los Angeles Miami Munich   Paris Salt Lake City Shanghai Washington, D.C.

 Securities and Exchange Commission

October 2, 2023

  Page
 2

 Business

Operations

 Logistics, page 149

2.
 Staff’s comment: We note your response to comment 2, and reissue in part. Please tell us
whether you have a contractual agreement with the fulfillment center in Columbus, Ohio, and describe the material terms of any agreement you have with that facility.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that its contractual agreement
with the fulfillment center in Columbus, Ohio is not material to the Company, as the Company is not dependent on this fulfillment center. This fulfillment center is not the Company’s only fulfillment center, and the Company believes alternative
facilities that provide comparable services would be available if alternative facilities were ever required.

 Tax Receivable Agreement, page 179

3.
 Staff’s comment: We note your response to comment 3. Please revise your disclosure to
include a representation that all material terms of the agreement have been discussed. Please make similar revisions to your disclosure regarding the Shareholders’ Agreement.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 185 and 187 of Amendment
No. 2 accordingly.

 Exhibits and Financial Statement Schedules

Form of Opinion of Carey Olsen Jersey LLP, page II-1

4.
 Staff’s comment: Please have counsel file a final opinion in a pre-effective amendment to the registration statement. In addition, please have counsel revise to:

•

 remove assumption 3.1.5. Counsel may not assume that the company is not insolvent;

•

 revise paragraph 4 to recognize that the shares to be sold by the selling shareholder are already outstanding and
fully paid; and

•

 remove “the Directors” designation from the addressee as it, combined with the statement in
paragraph 6.3, creates an improper limitation on reliance.

 Response: The Company acknowledges the
Staff’s comment and has revised Exhibit 5.1 to Amendment No. 2 accordingly.

 Securities and Exchange Commission

October 2, 2023

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com.

 Sincerely,

/s/ Ross M. Leff

 Ross M. Leff

 Via E-mail:

 cc:

 Oliver Reichert, Chief Executive Officer

Dr. Erik Massmann, Chief Financial Officer

Christian Heesch, Chief Legal Officer

Birkenstock Holding Limited

Joshua N. Korff

Zoey Hitzert

Kirkland & Ellis LLP

Marc D. Jaffe

Ian D. Shuman

Adam J. Gelardi

Latham & Watkins LLP

United States securities and exchange commission logo
September 26, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 15, 2023
File No. 333-274483
Dear Oliver Reichert:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 7, 2023 letter.
Registration Statement on Form F-1 filed September 15, 2023
Use of Proceeds, page 74
1.Please disclose the estimated net amount of the proceeds broken down into each principal
intended use thereof. See Item 3.C of Form 20-F.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 September 26, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
September 26, 2023
Page 2
Business
Operations
Logistics, page 149
2.We note your response to comment 2, and reissue in part.   Please tell us whether you
have a contractual agreement with the fulfillment center in Columbus, Ohio, and describe
the material terms of any agreement you have with that facility.
Tax Receivable Agreement, page 179
3.We note your response to comment 3. Please revise your disclosure to include a
representation that all material terms of the agreement have been discussed. Please make
similar revisions to your disclosure regarding the Shareholders' Agreement.
Exhibits and Financial Statement Schedules.
Form of Opinion of Carey Olsen Jersey LLP, page II-1
4.Please have counsel file a final opinion in a pre-effective amendment to the registration
statement. In addition, please have counsel revise to:
•remove assumption 3.1.5. Counsel may not assume that the company is not insolvent;
•revise paragraph 4 to recognize that the shares to be sold by the selling shareholder
are already outstanding and fully paid; and
•remove "the Directors" designation from the addressee as it, combined with the
statement in paragraph 6.3, creates an improper limitation on reliance.
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross Leff

CORRESP
1
filename1.htm

CORRESP

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

September 15, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Charles Eastman, Martin James,
Erin Donahue and Erin Purnell

Re:
 Birkenstock Holding Limited

Amendment No. 1 to Draft Registration Statement on Form F-1

Submitted August 24, 2023

CIK No. 0001977102

 Ladies and
Gentlemen:

 This letter sets forth the responses of Birkenstock Holding Limited (the “Company”) to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated September 7, 2023 with respect to the above-referenced Draft Registration Statement
on Form F-1 (the “Draft Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments, and the Company is
concurrently publicly filing Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration Statement”) with this letter, which reflects these revisions and certain
other changes. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

Austin  Bay Area  Beijing  Boston  Brussels  Chicago  Dallas
Hong Kong  Houston  London  Los Angeles  Miami  Munich  Paris  Salt Lake City Shanghai  Washington, D.C.

 Securities and Exchange Commission

September 15, 2023

  Page
 2

 Amendment No. 1 to Draft Registration Statement on Form F-1

 Risk Factors

 Risks Related to Our Ordinary
Shares and the Offering

 Our Principal Shareholder controls us, and their interests may conflict with ours or yours in the future., page 60

1.
 Staff’s comment: We note your disclosure on page 171 that when MidCo beneficially owns less
than a majority, but at least 5% of your ordinary shares, it will be entitled to designate for nomination a number of directors in proportion to its ownership of your ordinary shares. Please revise your disclosure in this section to state this
clearly. In addition, where you state that for so long as the principal shareholder continues to own a “significant” percentage, it will be able to “significantly” influence or effectively control the composition of our board of
directors and the approval of actions requiring shareholder approval through their voting power, please revise to include specific rights based on exact ownership amounts.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 64 of the Registration
Statement accordingly.

 Business

 Operations

 Logistics, page 139

2.
 Staff’s comment: We note your reference to opening a Geodis facility in Columbus, Ohio.
Please provide more information regarding this facility.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 149 of the Registration Statement accordingly.

 Tax Receivable Agreement, page 169

3.
 Staff’s comment: We note your disclosure that the description is a summary of
“certain” material terms. Please revise to remove “certain” and confirm that all material terms of the agreement have been discussed. In addition, please add the agreement to the exhibit index.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 179 of the Registration
Statement accordingly. The Company respectfully confirms that all material terms of the Tax Receivable Agreement have been described.

 Related Party
Transactions

 Shareholders’ Agreement, page 171

4.
 Staff’s comment: Please revise the final sentence of this section to remove the
qualification that the summary is not complete and confirm that all material terms of the agreement have been described.

 Securities and Exchange Commission

September 15, 2023

  Page
 3

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page 181 of the Registration Statement accordingly. The Company respectfully confirms that all material terms of the Shareholders’ Agreement have been described.

General

5.
 Staff’s comment: We note your letter from your CEO. Please relocate the letter to a more
appropriate location in your prospectus, such as the section beginning on page 114. In addition, please provide support for your statement on page ix that you have set a standard that others cannot replicate.

Response: The Company acknowledges the Staff’s comment and has revised the Registration statement to include the letter on
page 119. The Company has also revised the statement on page 120 of the Registration Statement in response to the Staff’s comment.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com.

Sincerely,

 /s/ Ross M. Leff

Ross M. Leff

 Via E-mail:

cc:
 Oliver Reichert, Chief Executive Officer

Dr. Erik Massmann, Chief Financial Officer

Christian Heesch, Chief Legal Officer

Birkenstock Holding Limited

Joshua N. Korff

 Zoey Hitzert

 Kirkland & Ellis LLP

Marc D. Jaffe

 Ian D. Shuman

 Adam J. Gelardi

Latham & Watkins LLP

United States securities and exchange commission logo
September 7, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001977102
Dear Oliver Reichert:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
Risks Related to Our Ordinary Shares and the Offering
Our Principal Shareholder controls us, and their interests may conflict with ours or yours in the
future., page 60
1.We note your disclosure on page 171 that when MidCo beneficially owns less than a
majority, but at least 5% of your ordinary shares, it will be entitled to designate for
nomination a number of directors in proportion to its ownership of your ordinary shares.
Please revise your disclosure in this section to state this clearly. In addition, where you
state that for so long as the principal shareholder continues to own a "significant"

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 September 7, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
September 7, 2023
Page 2
percentage, it will be able to "significantly" influence or effectively control the
composition of our board of directors and the approval of actions requiring shareholder
approval through their voting power, please revise to include specific rights based on
exact ownership amounts.
Business
Operations
Logistics, page 139
2.We note your reference to opening a Geodis facility in Columbus, Ohio. Please provide
more information regarding this facility.
Tax Receivable Agreement, page 169
3.We note your disclosure that the description is a summary of "certain" material terms.
Please revise to remove "certain" and confirm that all material terms of the agreement
have been discussed. In addition, please add the agreement to the exhibit index.
Related Party Transactions
Shareholders' Agreement, page 171
4.Please revise the final sentence of this section to remove the qualification that the
summary is not complete and confirm that all material terms of the agreement have been
described.
General
5.We note your letter from your CEO. Please relocate the letter to a more appropriate
location in your prospectus, such as the section beginning on page 114. In addition, please
provide support for your statement on page ix that you have set a standard that others
cannot replicate.
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross Leff

United States securities and exchange commission logo
August 2, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Draft Registration Statement on Form F-1
Submitted July 7, 2023
CIK No. 0001977102
Dear Oliver Reichert:
            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
Cover Page
1.Please identify the controlling shareholder on the cover page. If the controlling
shareholder will also be the selling shareholder, please state that as well.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 2
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 2
Industry and Market Data, page iv
2.We note that the prospectus includes market, industry, and other data based on
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.
3.We note your disclosure that "The Company does not accept responsibility for the factual
correctness of any such statistics or information obtained from third parties."  This
statement appears to imply a disclaimer of responsibility for the information in the
registration statement.  Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.
Summary, page 1
4.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 pillars of growth without equally prominent disclosure regarding your
weaknesses.
Risk Factors
Counterfeit or "knock-off" products, as well as products that are "inspired-by-BIRKENSTOCK"
may siphon off, page 32
5.Please update this risk factor, if material, to discuss past violations of IP rights and how
your business has been impacted.
Our operations, products, systems and services rely on complex IT systems and networks that are
subject to the risk of disruption and securi, page 45
6.We note your risk factor regarding cybersecurity risks. Please describe the extent and
nature of the role of the board of directors in overseeing cybersecurity risks, including in
connection with the company's supply chain/suppliers/service providers.
Use of Proceeds, page 69
7.Please disclose the estimated net amount of the proceeds broken down into each principal
intended use thereof.  See Item 3.C of Form 20-F.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 3
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 3
Management's Discussion and Analysis of- Financial Condition and Operations
Non-IFRS Financial Measures
Adjusted EBITDA and Adjusted EBITDA margin, page 79
8.Please revise the discussion following the table to clearly describe each of the items for
which you adjust when calculating Adjusted EBITA in each reported period. The current
reference to obtain a further description at Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Non-IFRS Financial Measures, appears
to be circular in nature as it is referring the reader to this very section.
Results of Operations, page 87
9.You disclose in your risk factors that inflation has negatively impacted your results of
operations, leading to increased employee wages and the cost of materials. In addition,
you disclose that you have mitigated these pressures through price increases.  To the
extent possible, and if material, please revise this discussion to quantify and disclose the
impact of the inflationary pressures you are experiencing on your revenues, cost of sales,
selling and distribution expenses and operating expenses.
Business
Broad and Democratic Fan Base, page 115
10.Please provide support for the statement that you are "one of the few brands in the world
that has demonstrated success across a broad price range."
Properties, page 137
11.Please provide the disclosure required by Item 4.D of Form 20-F for material properties
mentioned in this section.
Financial Statements, page F-1
12.Please provide updated interim financial statements and related disclosures as required by
Item 8.A.5 of Form 20-F.
Revenue from Contracts with Customers, page F-62
13.We note from the business section that you make several references to your silhouettes,
including your core Silhouettes - the Madrid,  Arizona, Boston, Gizeh and Mayari. You
indicate on page 4 that your top five silhouettes collectively generated nearly 76% of your
annual revenues in fiscal 2022.  Please tell us what consideration you have given to
disclosing disaggregated revenue by product line.  Refer to IFRS 15.114.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 4
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 4
14.We note the discussion in the last two paragraphs on page 85 relating to business-to-
business, or “B2B”, and direct-to-consumer, or “DTC”, channel revenues. Please clarify
for us whether there are differences in your policies for recognizing revenue from
your two main sales channels, and if so, revise the financial statements to disclose
separately your revenue recognition policy for sales made through your B2B and DTC
channels.
Exhibits
15.Please file all material agreements, including but not limited to: (i) lease agreements, (ii)
employment agreements, and (iii) supply agreements. See Item 601(b)(10) of Regulation
S-K.
General
16.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.
17.Please ensure that the website address you provided as your principal website is accurate
and active.
18.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
discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameOliver Reichert
 Comapany NameBirkenstock Holding Ltd
 August 2, 2023 Page 5
 FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
August 2, 2023
Page 5
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ross Leff