SecProbe.io

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 Marex Group plc
 155 Bishopsgate London EC2M 3TQ
 United Kingdom April 14, 2025
 VIA EDGAR United States Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549-6010 Attention:
Sonia Bednarowski

 Re:

 Marex Group plc

 Registration Statement on Form F-1 (File No. 333-286522)
 Ladies and Gentlemen:
 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-286522) (the “ Registration Statement ”) of
Marex Group plc (the “ Company ”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 16, 2025, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Jennifer Gascoyne at +44 20 7710 1029.
 Thank you for your assistance in this matter.
 [ signature page follows ]

 Very truly yours,

 Marex Group plc

 By:

 /s/ Ian Lowitt

 Name: Ian Lowitt

 Title: Chief Executive Officer

 cc:
 (via email)
 Rob Irvin, Marex Group plc Marc
Jaffe, Latham & Watkins LLP Ian Schuman, Latham & Watkins LLP
 Jennifer Gascoyne, Latham & Watkins LLP
 Christian Nagler, Kirkland & Ellis LLP

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 April 14, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549-6010 Attention:
  Sonia Bednarowski

 Re:
 Marex Group plc
 Registration Statement on Form F-1 (File No. 333-286522)
 Ladies and Gentlemen: In connection with the above-captioned
Registration Statement and offering, we, the representatives of the underwriters (the “ Representatives ”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as
amended, the underwriters have distributed approximately 1,500 copies of the Preliminary Prospectus dated April 14, 2025 through the date hereof, to underwriters, dealers, institutions and others.
 We, the undersigned Representatives, have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended, in connection with the proposed offering. In accordance with Rule 461 of the Securities Act, we hereby join
in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on April 16, 2025 or as soon thereafter as practicable.
 [ signature page follows ]

 Very truly yours,

 G OLDMAN S ACHS & C O . LLC

 B ARCLAYS C APITAL I NC .

 J EFFERIES LLC

 For themselves and as representatives
 of the syndicate of underwriters for the offering

 By G OLDMAN S ACHS & C O . LLC

 By:

 /s/ Erich Bluhm

 Authorized Representative

 By B ARCLAYS C APITAL I NC .

 By:

 /s/ Warren Fixmer

 Authorized Representative

 By J EFFERIES LLC

 By:

 /s/ Alexander Yavorsky

 Authorized Representative
 [ SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Ian Lowitt
Chief Executive Officer
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom

 Re: Marex Group plc
 Draft Registration Statement on Form F-1
 Submitted April 8, 2025
 CIK No. 0001997464
Dear Ian Lowitt:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days 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 Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

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 Marex Group plc

155 Bishopsgate

 London EC2M 3TQ

 United Kingdom

 October 24, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:

Aisha Adegbuyi, Esq.

Susan Block, Esq.

   Re:

Marex Group plc

Registration Statement on Form F-1, as amended (File No. 333-282656)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the aforementioned Registration Statement on Form F-1 (File No. 333-282656) (the “Registration
Statement”) of Marex Group plc (the “Company”). We respectfully request that the Registration Statement become effective as of 7:30 a.m., Eastern Time, on October 28, 2024, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Mayer Brown LLP, by calling Anna Pinedo at (212) 506-2275.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

Marex Group plc

By:

/s/ Ian Lowitt

Name: Ian Lowitt

Title: Chief Executive Officer

 cc: (via email)

 Rob
Irvin, Marex Group plc

 Arianne Vanden Berghe, Senior Legal Counsel, Marex Group plc

Anna T. Pinedo, Mayer Brown LLP

 Ryan Castillo, Mayer Brown LLP

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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

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 October 21, 2024

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

 
 Registration Statement on Form F-1 (File no. 333-282754)

 Ladies and Gentlemen:

 In connection
with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the “Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the underwriters have distributed approximately 1,500 copies of the Preliminary Prospectus dated October 21, 2024 through the date hereof, to underwriters, dealers, institutions and others.

We, the undersigned Representatives, have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

 In accordance
with Rule 461 of the Securities Act, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on October 23, 2024 or as soon
thereafter as practicable.

 [signature page follows]

Very truly yours,

 BARCLAYS CAPITAL INC.

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

 KEEFE,
BRUYETTE & WOODS, INC.

 For themselves and as representatives of the syndicate of underwriters for
the offering

By BARCLAYS CAPITAL INC.

By:

/s/ Warren Fixmer

Authorized Representative

By GOLDMAN SACHS & CO. LLC

By:

/s/ Erich Bluhm

Authorized Representative

By JEFFERIES LLC

By:

/s/ Alexander Yavorsky

Authorized Representative

By KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Rahul Buxani

Authorized Representative

 [SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]

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 Marex Group plc

155 Bishopsgate

 London EC2M 3TQ

 United Kingdom

 October 21, 2024

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

 
 Registration Statement on Form F-1 (File No. 333-282754)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-282754) (the “Registration Statement”) of Marex Group plc (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on October 23, 2024, or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

Marex Group plc

By:

/s/ Ian Lowitt

Name: Ian Lowitt

Title: Chief Executive Officer

cc:
 (via email)

 
 Rob Irvin, Marex Group plc

 
 Marc Jaffe, Latham & Watkins LLP

 
 Ian Schuman, Latham & Watkins LLP

 
 Jennifer Gascoyne, Latham & Watkins LLP

 
 Christian Nagler, Kirkland & Ellis LLP

October 17, 2024
Ian Lowitt
Chief Executive Officer
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re:Marex Group plc
Draft Registration Statement on Form F-1
Submitted October 10, 2024
CIK No. 0001997464
Dear Ian Lowitt:
            We have reviewed your draft registration statement and have the following comment.
            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.
Draft Registration Statement on Form F-1
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.

October 17, 2024
Page 2
            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:Jennifer M. Gascoyne, Esq.

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 Mayer Brown LLP

1221 Avenue of the Americas
New York, NY 10020-1001
United States of America

 T: +1 212 506 2500

F: +1 212 262 1910

mayerbrown.com

Anna T. Pinedo

 T: +1 212 506
2275

 F: +1 212 849 5767

APinedo@mayerbrown.com

 October 15, 2024

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, DC 20549

Attention: Aisha Adegbuyi, Esq.

 Susan Block,
Esq.  

Re:
 Marex Group plc

Registration Statement on Form F-1

CIK No. 001997464

 Dear Ms. Adegbuyi
and Ms. Block: 

 We refer to the letter dated September 9, 2024 (the “Response Letter”) we submitted on
behalf of our client, Marex Group plc (the “Company”), in response to the oral comments of the Staff of the Division of Corporation Finance (the “Staff”) received by telephone on September 4, 2024. After
further discussion on September 12, 2024 with the Staff and the Office of Chief Counsel of the Division of Corporation Finance, we are submitting herewith the Company’s amended response to oral comment 2 in our Response Letter.

Concurrently, we are also publicly filing herewith a Registration Statement on Form F-1 (the
“Registration Statement”), which includes the Company’s financial results and financial statements for the six months ended June 30, 2024.

For ease of reference, we have reproduced in bold type below the Staff’s oral comment 2, followed by the Company’s amended response
thereto.

 Draft Registration Statement on Form F-1

General

 2. Please remove equity-linked
notes. For this type of MTN on Form F-1, the offering needs to be limited to interest rate-linked notes. We do not think this type of equity-linked notes offering can be added by way of a prospectus supplement
via a post-effective amendment.

 Mayer Brown is a global services provider comprising an association of legal practices that are
separate entities including

 Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong
Kong partnership)

 and Tauil & Chequer Advogados (a Brazilian law partnership).

 Securities and Exchange Commission

Aisha Adegbuyi and Susan Block

 October 15, 2024

Page 2

 Response: The Company acknowledges the
Staff’s comment and confirms that we have removed any and all references to equity-linked notes that were previously included in the second draft registration statement on Form F-1 confidentially
submitted to the Securities and Exchange Commission on August 19, 2024. Accordingly, the Registration Statement the Company is submitting today contains no such references to equity-linked notes.

************************

 We
appreciate the Staff’s time and attention to the Registration Statement. If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo at (212)
506-2275.

 Sincerely,

 /s/ Anna T. Pinedo

Anna T. Pinedo

cc:
 Ian Lowitt, Chief Executive Officer, Marex Group plc

Arianne Vanden Berghe, Senior Legal Counsel, Marex Group plc

Ryan Castillo, Esq., Mayer Brown LLP

August 1, 2024
Ian Lowitt
Chief Executive Officer
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re:Marex Group plc
Correspondence on
Draft Registration Statement on Form F-1
Submitted July 12, 2024
CIK No. 0001997464
Dear Ian Lowitt:
            We have reviewed your correspondence 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.
Draft Registration Statement on Form F-1
General
1.We note your response to prior comment 2. Your cover page discloses that you are
offering senior notes due nine months or more from the date of issue, and that this is
going to be a continuous offering. Please revise to include in your registration
statement, pre-effectively, a prospectus supplement for the initial planned offering. Please
note that offerings with materially different terms, other than information that can be
excluded under Rule 430A, may require different prospectus supplements to be included
in the registration statement.
Please remove the disclosure, as indicated in the third bullet point in the second column
on the cover page, and throughout, that the notes may be issued as indexed notes.  The
relevant index, terms and the impact on the value of the principal and interest means that 2.

August 1, 2024
Page 2
each note appears to be a distinct investment decision, and therefore cannot be continually
offered.

3.We note your response to our prior comment 3. Please also confirm you will file a post-
effective amendment once you have identified the dealer or agents, as this appears it
would be a change in the plan of distribution, since it appears they would be purchasing
with a view toward distribution, or advise.  In this regard, it does not appear that the
dealers operating in the manner described in the registration statement and in your
response, can be added in a prospectus supplement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Anna T. Pinedo, Esq.

United States securities and exchange commission logo
June 26, 2024
Ian Lowitt
Chief Executive Officer
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re:Marex Group plc
Draft Registration Statement on Form F-1
Submitted June 5, 2024
CIK No. 0001997464
Dear Ian Lowitt:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission 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 filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
General
1.Please include the cover letter that you will publicly file your registration statement and
nonpublic draft submission such that it is publicly available on the EDGAR system at
least 48 hours prior to any requested effective time and date. Refer to "Draft Registration
Statement Processing Procedures Expanded," available on our website at www.sec.gov.
The Offering, page 25
2.We note your disclosure that you are offering notes on a continuous basis and the specific
terms of each series of notes will be described in a separate pricing supplement. Given the
different types of notes and terms you may be offering, please provide us an analysis how
this constitutes a continuous offering on Form F-1 and under Rule 415 under the

 FirstName LastNameIan Lowitt
 Comapany NameMarex Group plc
 June 26, 2024 Page 2
 FirstName LastName
Ian Lowitt
Marex Group plc
June 26, 2024
Page 2
Securities Act. Refer to Rule 415(a)(1)(ix) and Rule 430A under the Securities Act. As
part of your response, please explain to us why this would not be considered a delayed
offering. Refer to Rule 415(a)(1)(x). In this regard, please remove the disclosure, as
indicated in the third bullet point in the second column on the cover page, and throughout,
that the notes may be issue as indexed notes, or provide us an analysis how this can be
done on Form F-1 and under Rule 415 under the Securities Act.
Part II
Information Not Required in Prospectus
Item 9. Undertakings, page II-3
3.We note your disclosure on the cover page that you anticipate naming underwriters,
dealers or agents in the applicable pricing supplement. Please confirm your understanding
that you will need to file a post-effective amendment once you have identified
underwriters for your individual offerings, since you appear ineligible to rely on
Rule 430B under the Securities Act. Please revise or advise.
            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.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. 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 Aisha Adegbuyi at 202-551-8754 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Anna T. Pinedo, Esq.

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 April 22, 2024

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

Shannon Davis

Lory Empie

Re:
 Marex Group plc

Registration Statement on Form F-1 (File
No. 333-278231)

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the
“Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, the underwriters have distributed approximately 1,200 copies of the
Preliminary Prospectus dated April 15, 2024 through the date hereof, to underwriters, dealers, institutions and others.

 We, the undersigned
Representatives, have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the
proposed offering.

 In accordance with Rule 461 of the Securities Act, we hereby join in the request of the registrant that the effectiveness of the
above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on April 24, 2024 or as soon thereafter as practicable.

[signature page follows]

Very truly yours,

BARCLAYS CAPITAL INC.

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

KEEFE, BRUYETTE & WOODS, INC.

For themselves and as representatives of the syndicate of underwriters for the offering

By BARCLAYS CAPITAL INC.

By:

 /s/ Warren Fixmer

Authorized Representative

By GOLDMAN SACHS & CO. LLC

By:

 /s/ Erich Bluhm

Authorized Representative

By JEFFERIES LLC

By:

 /s/ Justin Smolkin

Authorized Representative

By KEEFE, BRUYETTE & WOODS, INC.

By:

 /s/ Victor Sack

Authorized Representative

 [SIGNATURE PAGE TO
ACCELERATION REQUEST OF THE UNDERWRITERS]

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 Marex Group plc

155 Bishopsgate

 London EC2M 3TQ

 United Kingdom

 April 22, 2024

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

Shannon Davis

Lory Empie

 Re:

Marex Group plc

Registration Statement on Form F-1 (File No. 333-278231)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-278231) (the “Registration Statement”) of
Marex Group plc (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 24, 2024, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

Marex Group plc

By:

 /s/ Ian Lowitt

Name: Ian Lowitt

Title: Chief Executive Officer

cc:
 (via email)

Rob Irvin, Marex Group plc

 Marc
Jaffe, Latham & Watkins LLP

 Ian Schuman, Latham & Watkins LLP

Jennifer Gascoyne, Latham & Watkins LLP

Christian Nagler, Kirkland & Ellis LLP

Zoey Hitzert, Kirkland & Ellis LLP

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 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

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

April 12, 2024

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[***].” THE OMITTED PORTIONS HAVE BEEN BRACKETED IN THIS UNREDACTED COPY OF THE LETTER FOR EASE OF
IDENTIFICATION.

 VIA EDGAR AND HAND DELIVERY

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

Shannon Davis

Lory Empie

 Re:

Marex Group plc

Registration Statement on Form F-1 (File No. 333-278231)

CIK No. 0001997464

 Ladies and Gentlemen:

As previously discussed with the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (the
“Commission”), on behalf of Marex Group plc (the “Company”), we enclose certain changed pages to Amendment No. 1 (“Amendment No. 1”) to the
Company’s Registration Statement on Form F-1 (File No. 333-278231) (the “Registration Statement”) as filed on March 26, 2024. The
enclosed pages are attached hereto and marked to indicate changes from the Registration Statement.

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

 April 12, 2024

 Page
 2

 Enclosed Pages

The enclosed pages attached as Schedule I illustrate the reorganization that the Company will effect in connection with and immediately prior
to the offering. Because the conversion of the Company’s prior incentive awards (as described in the Registration Statement) is price dependent, the Company has assumed for purposes of this illustration that its valuation will be $[***] at the
time of the offering and the midpoint of an assumed price range of $[***].

 The enclosed pages attached as Schedule II reflect the
preliminary financial information for the three months ended March 31, 2024 that the Company expects to include in Amendment No. 1.

If you have any questions concerning the enclosed pages, please do not hesitate to contact me by telephone at (212) 906-1281.

 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

 April 12, 2024

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 SCHEDULE I

 April 12, 2024

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 We present our consolidated financial statements in U.S. dollars.
All references in this prospectus to "dollar," "USD" or "$" mean U.S. dollars, all references to "L," "GBP" or "Pounds Sterling" mean British pounds sterling and all references to "Euro" or " " mean the currency of the member states of the European
Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. Certain monetary amounts, percentages, and other figures included in
this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total
100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In March 2021, we acquired Starsupply Petroleum Europe B.V., and in October 2021, we acquired Volcap Trading Partners Limited. In
February 2022, we acquired Arfinco S.A. In August 2022, we signed a Share & Asset Purchase Agreement to acquire certain businesses of ED&F Man Capital Markets Inc. ("ED&F Man Capital Markets"), which involved a staggered completion, with
completion of the acquisitions of the U.K. business in October 2022, the Australian business in November 2022, the U.S. and United Arab Emirates businesses in December 2022 and the Hong Kong business in February 2023. In February 2023, we completed
the acquisition of the brokerage business of OTCex, which involved the acquisition of HPC SA (subsequently renamed Marex SA), and in July 2023, we acquired Global Metals Network Limited ("GMN"). On July 15, 2023, we completed the integration of
Marex North America, LLC ("MNA") and Marex Capital Markets Inc. ("MCMI"), which historically was the U.S. business of ED&F Man Capital Markets. In August 2023, we acquired Eagle Energy Brokers, LLC ("Eagle Energy Brokers") and its wholly owned
subsidiary, Eagle Commodities Brokers Limited ("Eagle Commodities"), and in December 2023, we acquired Cowen's legacy prime brokerage and outsourced trading business, which includes Cowen International Limited (subsequently renamed Marex Prime
Services Limited). The acquisitions undertaken during 2023, whether taken into consideration individually or as a group of related businesses, are not "significant" for purposes of Rule 3-05 of Regulation S-X. Therefore, we are not required to, and
have elected not to, provide separate historical financial information in this prospectus relating to these acquisitions. Unless otherwise indicated, all information contained in this prospectus gives effect to a [****] to one reverse split of our
ordinary shares, which will be effected immediately prior to the consummation of this offering. Unless otherwise indicated, all information contained in this prospectus does not give effect to: (i) the conversion of our outstanding Growth Options
(as defined in "Management - Equity Incentive Plans - Growth Options") into [****] Growth Shares (as defined in "Management - Equity Incentive Plans - Growth Shares") in connection with and prior to the consummation of this offering, (ii) the
conversion of our outstanding Growth Shares into [****] non-voting ordinary shares in connection with and prior to the consummation of this offering, assuming an initial public offering price of $ [****] per ordinary share, which is the midpoint of
the price range set forth on the cover page of this prospectus, (iii) the exercise of a warrant into [****] non-voting ordinary shares in connection with and prior to the consummation of this offering, (iv) the reclassification of all of our
non-voting ordinary shares into ordinary shares on a one-for-one basis in connection with and prior to the consummation of this offering and (v) the issuance of [****] additional ordinary shares to former holders of Growth Shares to satisfy the
dividend adjustment (as described in "Management - Equity Incentive Plans -Growth Shares"). A $1.00 increase in the assumed initial public offering price of $ [****] per ordinary share, which is the midpoint of the price range set forth on the cover
page of this prospectus, would decrease the number of ordinary shares referenced in clauses (ii) and (v) above by an aggregate of [****], and a$1.00 decrease in the assumed initial public offering price would increase this number of ordinary shares
by [****]. iii

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 SCHEDULE II

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 Recent Developments In January 2024, we acquired Pinnacle Fuel LLC,
which is a physical fuel oil brokerage based in New York, and we disposed of our U.S. clearing broker, Marex North America, LLC, following the integration of its business and MCMI. On February 6, 2024, we paid an interim dividend of $44.1 million to
our shareholders. Preliminary results for the three months ended March 31, 2024 We have not yet completed our closing procedures for the three months ended March 31, 2024. Presented below are certain estimated preliminary unaudited financial results
for the three months ended March 31, 2024: Three months ended March 31, 2024 Estimated Low Estimated High (unaudited, millions) Revenue $[360.0] $[370.0] Profit before tax [57.0] [59.0] Tax [14.8] [15.3] Profit after tax [42.7] [43.7] Adjusted
Operating Profit [65.6] [67.6] Profit margin [12]% [12]% Adjusted Operating Profit Margin [18]% [18]% We believe we continue to maintain strong and prudent capital and liquidity positions. The preliminary financial information above reflects
estimates based only on preliminary information available to us as of the date of this prospectus. We have provided estimates because these results are preliminary and subject to change. Our actual results will not be finalized until after we
complete our normal quarter-end accounting procedures, including the execution of our internal control over financial reporting. These estimates reflect our management's best estimate of the impact of events during this quarter. Accordingly, you
should not place undue reliance on these preliminary estimates, which should not be viewed as a substitute for full interim financial statements prepared in accordance with IFRS. These preliminary results for the three months ended March 31, 2024
are not necessarily indicative of any future period and actual results may differ materially from those described above. You should read this information together with "Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. The preliminary financial information above has been prepared by, and is the responsibility of, our management. Our
independent registered public accounting firm has not audited, reviewed or performed any procedure with respect to this preliminary financial information and does not express an opinion or any form of assurance on such information. Adjusted
Operating Profit is a non-IFRS financial measure. See "Presentation of Financial and Other Information–Non-IFRS Financial Measures" for additional information regarding Adjusted

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 Operating Profit. The following table sets forth a reconciliation
of estimated profit after tax to estimated Adjusted Operating Profit for the three months ended March 31, 2024: Three months ended March 31, 2024 Estimated Low Estimated High (unaudited, millions) Profit after tax
....................................................... $[***] $[***] Tax ................................................................ [***] [***] Acquisition costs(a) .................................................... [***] [***] Owner
fees(b) ........................................................ [***] [***] Amortization of acquired brands and customer lists(c) ........................ [***] [***] Activities relating to shareholders(d) ......................................
[***] [***] IPO preparation costs(e) ................................................ [***] [***] Adjusted Operating Profit ............................................ $[***] $[***] Profit margin
........................................................ [***]% [***]% Adjusted Operating Profit Margin ...................................... [***]% [***]% (a) Acquisition costs are costs, such as legal fees incurred in relation to the business
acquisitions of OTCex and Cowens Prime Services and Outsourced Trading business (b) Owner fees relate to management services fees paid to parties associated with the ultimate controlling party based on a percentage of our EBITDA in each year,
presented in the income statement within other expenses. Owner fees are excluded from operating expenses as they do not form part of the operation of the business and will cease to be incurred after the completion of this offering. (c) Amortization
of acquired brands and customer lists represents the amortization charge for the year the brands and customer lists were acquired, presented in the income statement within depreciation and amortization. (d) Activities in relation to shareholders
primarily consist of dividend-like contributions made to participants within certain of our share-based payments schemes. In prior years, this balance was presented as part of amortization of acquired brands and customer lists. (e) IPO preparation
costs related to consulting, legal and audit fees, presented in the income statement within other expenses. We expect to incur additional expenses in connection with this offering in the second quarter of 2024. For example, we expect our tax expense
related to the vesting of our Growth Shares in connection with this offering and costs for our offering-related insurance coverage to total approximately $ [***] million. Corporate Information Marex Group plc was incorporated under the laws of
England and Wales in November 2005. We were established in 2005 with the incorporation of Marex Group Limited and its wholly owned subsidiary Marex Financial Limited (now Marex Financial). We later became Marex Spectron Group Limited, following our
acquisition of Spectron Group Limited in 2011. Marex Spectron Group Limited re-registered as a public limited company in May 2021 and subsequently became Marex Group plc. A description of the material terms of our amended and restated articles of
association and ordinary shares as will be in effect following the consummation of this offering are described in the section entitled Description of Share Capital and Articles of Association.

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.

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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."

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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.

United States securities and exchange commission logo
January 2, 2024
Nick Jones
Head of Legal
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re:Marex Group plc
Draft Registration Statement on Form F-1
Submitted December 6, 2023
CIK No. 0001997464
Dear Nick Jones:
            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.
Draft Registration Statement on Form F-1
Our Company, page 1
1.We note that you explain your growth strategy as focusing on increasing the "share of
wallet" of your clients. Consider revising your disclosure early in the summary to discuss
your focus on deepening client relationships. Your revised disclosure should then discuss
whether management monitors client wallet share, and the effectiveness of your cross-
selling efforts, either in the business section or management's discussion and analysis, as
appropriate.
Our Market Opportunity, page 6
2.We note your comparison of your service offerings and those of your key competitors.
Please describe how you defined or identified your key competitors.

 FirstName LastNameNick Jones
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Nick Jones
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January 2, 2024
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Our Competitive Strengths, page 10
3.We note your reference to "essential services" in this section, and in the section beginning
on page 14. Revise your explanation to explain which of your main product or asset
classed consist of "essential services."
Growth from Expansion of Client Footprint, page 13
4.We note the graphic on page 14 that shows two "client case studies." Please provide us an
explanation of how you identified the clients you are highlighting in the case studies and
whether the results of the highlighted clients are representative of your clients during the
same time periods presented. Consider revised disclosure as necessary to ensure the
presentation is balanced and accurately places the information in context for  your
investors.
Pursue Strategic Acquisitions, page 17
5.We note your disclosure that you invest substantial time and resources post-closing. If
applicable, please disclose where appropriate if these substantial post-closing investments
materially affect your liquidity.  Depending on your response, consider providing
expanded discussion of your post-acquisition efforts in your business section on page 132,
or in your liquidity and capital resources section.
Our business is adversely affected by subdued commodity market activity , page 29
6.Please discuss the current commodity market environment in which you are currently
operating and whether you are experiencing adverse effects on your business due to the
current environment.
We are subject to a variety of regulatory, reputational and financial risks as a result of our
international operations, page 33
7.Please disclose whether you believe you are currently in compliance with the regulatory
requirements you discuss in this risk factor. Also, revise this section to discuss, for each
type of regulation, whether you have been subject to significant sanctions, including fines,
enhanced monitoring, or conduct restrictions, during the last 5 years.
Software or systems failure, loss or disruption of data or data security failures could, among
other things, limit our ability, page 35
8.Please tell us how you concluded that the data security attacks on you or your third-party
providers were not material to your business.
We are subject to exposure to cryptocurrencies and potential losses and reputational impact from
clients trading crypto, page 37
9.We note your disclosure on page 37 related to legal proceedings with BlockFi Inc. Please

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address the following:

•Please revise to quantify the amount of financial loss you have experienced related to
the instruments that are the subject of these legal proceedings.
•Please quantify the amount of the "disputed assets" held by MCMI at each balance
sheet date.
•Please tell us your basis for concluding that the impact of legal proceedings will not
have a material impact on your business. In addition, please tell us a range or estimate
above any amounts accrued.
10.Please describe your existing cryptocurrency holdings, your material exposure to such
holdings, and where your structured notes and OTC derivatives linked to the performance
of cryptocurrency were sold. If the structured notes and OTC derivatives were sold in the
United States, please provide the exemption under which they were sold.
11. In your Regulation section starting on page 150, please disclose the effect of existing or
probable government regulation to the extent federal, state, local or foreign regulation of
blockchain technology or digital assets may have a material effect on your business or
intended business.
We are subject to risks related to OTC derivatives transactions..., page 37
12.We note your reference to bespoke or off-exchange hedging products which you provide
to your customers. Please revise, here or where appropriate, to discuss the associated risks
to your business from providing these offerings. Highlight the primary differences
between your bespoke hedging products and OTC derivatives and quantify your exposure
between both OTC and bespoke derivatives for the periods presented within your financial
statements.
13.Please identify each of the digital assets to which the structured notes and OTC
derivatives you offer are linked.
Our risk management policies and procedures may leave us exposed to unidentified or
unanticipated risk, page 47
14.We note your disclosure on page 113 that your VaR framework continues to be developed
across your various trading desks. Revise this risk factor to discuss the need to expand
your monitoring and calculation of your overall VaR exposure. Also, revise the risk factor
to discuss the extent to which your lack of an mature VaR framework might impact the
probability that you might be exposed to an unidentified or unanticipated risk.
Volatility in Commodity Prices and General Economic Activity Levels, page 88
15.We note your disclosure that trading volumes may be reduced if geopolitical
developments impact production or the availability of a relevant commodity for an
extended period. You also cite to specific events that have impacted the trading volume of
specific commodities. Revise  your disclosure to discuss the extent to which the cited

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events specifically impacted your business volume or revenues or other material impacts
on your business.
16.If applicable, please describe the extent and nature of the role of your board of directors in
overseeing risks related to Russia's invasion of Ukraine. This could include risks related to
cybersecurity, sanctions, and commodity prices in affected regions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 97
17.Please revise, here or where appropriate, to quantify and discuss the results, trends and
circumstances from your cryptocurrency specific activities. For example, quantify the
volume of activities, nature, type of cryptocurrencies, average pricing or rate information,
etc. Refer to Item 303(b)(2) of Regulation S-K.
18.Please revise your disclosure to describe the extent to which the changes in your Net
Commission Income and Net Trading Income are attributed to changes in price or changes
in volume for each of the periods presented and discussed.

Non-IFRS Measures, page 100
19.Please revise to explain in further detail how you calculate your Sharpe Ratio and
Adjusted Sharpe Ratio and clarify what these amounts represent. For example, please
disclose the primary drivers behind the change in your Sharpe Ratio from 1.8 in 2021 to
2.8 in 2022 and the change in your Adjusted Sharpe Ratio from 2.2 in 2021 to 4.1 in 2022.
Credit Facilities, page 109
20.For each credit facility listed in this section, please include the interest rate payable.

Quantitative and Qualitative Disclosures of Market Risks, page 111
21.Please revise to provide all quantitative information about market risk as required in Item
11 of Form 20-F. Specifically, please enhance your disclosure to provide more detail
regarding the “separate stress-based frameworks and suites of risk sensitivity limits.” In
addition, please discuss your Board of Directors’ current risk appetite.
Interest Rate Risk, page 114
22.Revise this section to discuss why you decided that 100bp increase/decrease in interest
rates was adequate to provide your management, and investors, with information on your
exposure to changes in interest rates. We note that interest rates in the UK have risen by
almost 500bps since the end of 2021, and in the US have risen by about the same amount
in the same 24 month period.

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23.We note that you state that you could not model client response to interest rate changes
due to the "recent historically low interest rate environment." Revise to clarify if
management remains unable to model or anticipate client responses to rate changes based
on the inputs from 2022 and 2023.
Market Risk, page 148
24.Please describe the pre-trade risk controls you have in place.
Governing Law and Waiver of Jury Trial, page 215
25.Please clarify whether the exclusive forum provision applies specifically to claims under
the Securities Act and/or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. Please also include risk factor disclosure discussing the
risks or other impacts on investors of the exclusive forum provision, as well as any
uncertainty about enforceability and whether they apply to federal securities law claims.
Net physical commodities income, page F-24
26.We note that you indicate you enter into contracts to purchase physical commodities for
the purpose of selling “in the near future” to generate a profit from the fluctuations in
prices and that your contracts to purchase and sell physical commodities are
“provisionally priced” at the date that an initial invoice is issued. Please address the
following:

•Clarify in which line item you record and, where appropriate, quantify the
outstanding exposure related to, your physical commodities contracts on your
consolidated statement of financial position.
•Clarify what is meant by the phrases “in the near future” and “provisionally priced”
and revise your disclosure accordingly.
•Tell us where your physical commodities are recorded within your fair value
hierarchy as presented on page F-82.
3 Significant Accounting Policies
(n) Financial instruments, page F-29
27.We note your disclosure on page F-33 that states that you have “rebutted the 90-day
presumption within IFRS 9 where a default shall be presumed to have occurred if a
financial asset is more than 90 days past due.” We further note your disclosure that it is
your accounting policy that when a financial asset is more than 180 days past due, you
believe the number of days past due is sufficient evidence of a significant deterioration in

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the credit quality of the client “in most circumstances.” Please address the following:

•Cite the accounting guidance that indicates a 90-day presumption of default is
assumed.
•Explain your basis in determining that the 90-day presumption has been rebutted.
•Please explain under what circumstances you would believe that 180-days past due is
not indicative of a significant deterioration in credit quality.
•Explain if you evaluate and determine any significant deterioration before your
financial assets are 180 days past due based on specific and/or known information.
28.We note your disclosure on page F-37 that states “Hybrid financial instruments are
composed of debt components and embedded derivatives.” To the extent possible, please
quantify the number and value of embedded derivatives included within your statements
of financial position as of December 31, 2022 and December 31, 2021, and tell us how
you considered paragraph 4.3 of IAS 9 when accounting for these embedded derivatives.
9 Other expenses, page F-47
29.We note that the “other” component of your other expenses comprises a significant
portion of your total other expenses for the years ended December 31, 2022 and December
31, 2021. Please provide additional information related to this “other” component and
consider whether further break-out of these amounts is possible.
20 Trade and other receivables, page F-61
30.We note that you provide an aging of trade debtors but that trade receivables only
comprise approximately 3% of your total trade and other receivables as of December 31,
2022. Please provide an aging for the remainder of your accounts receivable for each
period presented.
35 Related party transactions, page F-85
31.We note your disclosure that you have paid a management fee of 2.5% of EBITDA each
year to one of your significant shareholders. Please tell us where these management fees
are recorded within your consolidated income statements and revise to disclose the
material terms of this agreement.
            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 Shannon Davis at 202-551-6687 or Lory Empie at 202-551-3714 if you

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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