SecProbe.io

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 August 6, 2025

Alinda Van Wyk
Chief Financial Officer
Super Group (SGHC) Limited
Kingsway House
Havilland Street
St Peter Port, Guernsey, GY1 2QE

 Re: Super Group (SGHC) Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-41253
Dear Alinda Van Wyk:

 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 Trade &
Services
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 Document Super Group (SGHC) Ltd Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY11AR August 05,2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100F Street NE Washington, D.C. 20549 Attention: Robert Shapiro/Doug Jones RE: Super Group (SGHC) Limited Form 20-F for the Fiscal Year Ended December 31, 2024 File No. 001-41253 Dear Mr. Shapiro and Mr. Jones: Set forth below are the responses of Super Group (SGHC) Limited (the “Company,” “we,” “us”, “management” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated July 9, 2025 related to the above referenced Form 20-F (the “Form 20-F”). To facilitate the Staff’s review, we have repeated each of the Staff’s comments below, followed by the Company’s responses thereto. Form 20-F for Fiscal Year Ended December 31, 2024 Item 5.A. Operating Results Results of Operations Year Ended December 31, 2024, compared to the Year Ended December 31, 2023, Revenue, page 80 1. Please quantify all factors cited for the variances in each revenue category, particularly in regard to changes in the volume or amount of products/offerings provided or to the introduction of new products/offerings cited in your analysis. Refer to the introductory paragraph of Item 5 and Item 5.A.1 of Form 20-F. Additionally, explain what "margins" you cite refers to and how changes therein affect your revenue. Response: The Company acknowledges the Staff’s comment and advises that it will quantify the underlying components of revenue changes in all future filings that include Item 5 Operating and Financial Review and Prospects, starting with the Form 20-F for the year to 31 December 2025. By way of illustration, the company presents below its revenue discussion as included in the Form 20-F for the year ended December 31, 2024, with additional quantification shown as marked. Further explanatory narrative is also provided in response to the Staff’s comment but not as a proposed amendment to the Form 20-F disclosure for the year to 31 December 2024. 1 Extract of page 80 and page 81 of the Super Group Annual Reporting on Form 20-F for the year ended December 31, 2024, with proposed amendments as marked Our total revenue was €1.70 billion for the year ended December 31, 2024, an increase of €260.7 million or 18.2% (Constant Currency: 20.6%) compared to €1.44 billion for the year ended December 31, 2023, mainly due to strong performances in the Africa & Middle East and European markets (an increase of €240.2 million or 57.9% and €52.1 million or 23.1% respectively), especially with the continued launch of new casino content as well as improved sports margins, especially on soccer, and thus increased sports betting revenue. Despite the strong performance, overall growth was offset by the impact of currency fluctuations across various jurisdictions in which we operate. Further explanatory narrative in response to the Staff’s question To quantity the factors cited for the impact on revenue due to the changes related to new casino content i.e products and offerings, it’s important to note that new casino content is the offerings relating to game play and content on the websites that are used by our customers. The Company respectfully advises that in order to be able to provide information on changes in the volume or amount of products/offerings or the introduction of new products/offerings, we have in places referenced below to an operational metric that is used by the company to monitor and understand growth in the drivers of net gaming revenue, being Gross Gaming Revenue (“GGR”). GGR is a component of net gaming revenue and represents the sum of total wagers less payouts on both online casino and sports betting products and games, before deduction of: bonuses; comps; incentives; contribution to casino game suppliers in order to fund progressive jackpot network games; and value-added tax. Whilst net gaming revenue can be ascertained at an overall product level (being online casino or sports betting) and at a segment level, bonuses are not recorded on a sub-product or game-specific basis, meaning that net gaming revenue is not able to be determined at that lower level. As a result, in order to review revenue performance drivers at that lower level, the company uses GGR. New casino content and offerings, within the casino product, increased the group GGR by €241.5 million or 58.8% to €652.0 million for the year ended December 31, 2024, compared to €410.5 million for the year ended December 31, 2023. Introduction of new casino content and offerings to the Africa & Middle East segmental regions, had the most favourable impact on GGR within these geographical segments, where GGR derived from new casino content resulted in an increase in total GGR of €174.5 million or 74.9% to €407.6 million for the year ended December 31, 2024, compared to total GGR of €233.1 million for the year ended December 31, 2023. With respect to the sport product offering the group total revenue increased by €39.1 million or 13.2% for the year ended December 31, 2024 to €336.0 million compared to €297.0 million for the year ended December 31, 2023 due to improved sports margins which increased to 12.8% for the year ending December 31, 2024, representing an increase of 29.5 basis point year on year from 9.8% for the year ending December 31, 2023, especially on soccer, and thus increased sports betting revenue. Despite the strong performance, overall growth was offset by the impact of currency fluctuations across various jurisdictions in which we operate which negatively affected revenue by 2.4%. The Company respectfully advises the Staff that sports margin represents the difference between customer wagers placed and customer winnings. Variances arise as a result of changes in volume; the mix of wagers between different sports; the type of bets placed and the results of both sports events and certain incidents occurring during those events. An increase in sports margin due to these factors would result in an increase in net gaming revenue, while a reduction in sports margin would result in a decrease in net gaming revenue. Another factor contributing to increases in the Company’s total revenue is the volumes of customers in the product at any point in time. 2 The charts below illustrate the monthly active customers, and revenue, for Betway and Spin respectively. Monthly active customers increased by 0.8 million or 20.0% to 4.79 million for the year ending December 31,2024 compared to 3.99 million for the year ending December 31,2023. Extract of page 80 and page 81 of the Super Group Annual Reporting on Form 20-F for the year ended December 31, 2024, with proposed amendments as marked (continued) Betway Revenue for the Betway segment increased by €184.6 million or 22.0% to €1,022.6 million for the year ended December 31, 2024, compared to €838.0 million for the year ended December 31, 2023. Brand licensing revenue decreased by €15.5 million or 45.4% to €18.6 million for the year ended December 31, 2024, compared with €34.1 million for the year ended December 31, 2023. Brand license fees are generated for the use of the Betway brand, which decreased during 2024 mainly due to renegotiations of the brand license fee agreements because of pressure on the licensed partner’s revenue. Sports betting gaming revenue for the Betway segment increased by €39.1 million or 13.2% to €336.0 million for the year ended December 31, 2024, compared to €296.9 million for the year ended December 31, 2023. The growth in 2024 was largely due to increasingly positive sports margins which increased to 12.8% for the year ending December 31, 2024, representing an increase of 29.5 basis point year on year from 9.8% for the year ending December 31, 2023 , especially in European soccer, as well as increased betting fixtures in the UEFA Champions League in the second half of 2024 ( 144 league stage fixtures compared with 96 group stage fixtures in the second half of 2023 ) , versus unprecedented unfavorable sports betting margins in the latter part of 2023. Additionally, 2023 comparative sports betting revenue 3 included €52.0 million from the Indian market, which the Group exited at the end of the third quarter of 2023 due to the introduction of an unsustainable goods and services tax ("GST") regime in India. Online casino gaming revenue for the Betway segment increased by €180.1 million or 37.4% to €662.1 million for the year ended December 31, 2024, compared to €482.0 million for the year ended December 31, 2023. Betway saw a decline in its online casino gaming revenue from its Asia-Pacific market for the year ended December 31, 2024, of €30.8 million due to the closure of the Indian market in September 2023 due to the passing of new GST regulation that would have made the market unprofitable. This impact was offset by positive performance in the Africa & Middle East and European segments (an increase of €179.6 million or 56.9% and €43.1 million or 48.5% respectively) , both far exceeding forecasted performance due to an improved focus on casino offerings in Betway along with the launching of new platform providers and gaming content offered to customers. Such increase in revenue was driven primarily by growth in GGR as a result of new offerings in Africa & Middle East which contributed €170.9 million and 73.5% year on year, and new offerings in Europe which contributed €39.2 million and 132.5% year on year in Europe respectively . Average monthly active customers for Betway increased by 0.73 million or 20%, to 4.4 million for the year ended December 31, 2024, from 3.6 million for the year ended December 31,2023. Spin Revenue for the Spin segment increased by €76.1 million or 12.7% to €674.2 million for the year ended December 31, 2024, compared with €598.1 million for the year ended December 31, 2023. Online casino gaming revenue for the Spin segment increased by €76.2 million or 12.8% to €673.4 million for the year ended December 31, 2024, compared to €597.1 million for the year ended December 31, 2023. Spin saw a growth in its online casino gaming revenue from its North American market for the year ended December 31, 2024 of €60.9 million, mainly due to the enhanced customer acquisition and retention strategies, after the migration to the Ontario regulatory platform during 2022, the effects of which were still felt in the 2023 comparatives. Monthly active customers in the North American market for Spin increased by 20,359 or 14.7%, to 158,417 for the year ended December 31, 2024, from 138,058 for the year ended December 31, 2023. Citing this as a major contributor for the total revenue increase of €62.4 million or 15.8% in this market from €396.9 million at year ending December 31,2023 to €458.5 million as at December 31, 2024. Spin also saw further positive growth in New Zealand due to an investment in local marketing during 2023 and additional casino game offerings introduced to the market with monthly active customers in the Asia & Pacific market for Spin increasing by 11,721 or 12.8%, to 103,489 for the year ended December 31, 2024, from 91,768 for the year ended December 31, 2023. 4 Notes to Consolidated Financial Statements Note 2. Accounting policies, page F-9 2. Please explain to us why you do not present accounting policies for net gaming revenue, gaming incentives including bonuses, comps and payments to game suppliers, and affiliate(s) marketing. In regards to affiliates marketing and payments to game suppliers, explain to us what each represents and your basis of recognition, how amounts for each are incurred, the basis for these amounts, how they are paid, and where initial amounts incurred are reported in the statement of cash flows. Response: The Company acknowledges the Staff’s comments and respectfully advises the Staff as follows: Accounting policies Revenue Our accounting policy for revenue is included in Note 2.4 “Revenue Recognition” on page F-11 of the Form 20-F. Revenue is comprised of online casino and sports betting revenue and brand licensing revenue. Net gaming revenue is recognized in relation to online casino and sports betting in accordance with IFRS 9 Financial instruments . Brand licensing revenue, which is not material, is recognized in accordance with IFRS 15 Revenue from contracts with customers. The Company also advises the Staff that there are two distinct categories of payments made to casino game suppliers, as follows: • Payments to casino game suppliers to fund progressive jackpot network games relates to a third-party jackpot game that players can enter through one of the company’s gaming platforms. Players wager an amount to enter and any jackpot amounts would be paid out by the third-party operator. The company is only required to contribute a fixed percentage of the wagers to the third-party operator. These payments are deducted in arriving at net gaming revenue, as clarified in the proposed amendment to the revenue recognition policy below. They are reported in the statement of cash flows as a cash flow from operating activities. • Payments to casino game suppliers which relate to royalties paid to third-party gaming service providers for supplying games, software platforms or gaming content which is used on the Group’s websites. These are treated as an expense and the basis of recognition is set out further below. They are reported in the statement of cash flows as a cash flow from operating activities. In our future filings, starting with the Form 20-F for the year ended31 December 2025, we will include an explanation of net gaming revenue in our Revenue Recognition accounting policy as set out below, in order to better link our discussion of net gaming revenue to our Revenue Recognition accounting policies. Extract of page F-11 of Form 20-F - Revenue recognition policy Online casino and sports betting Net revenue represents the consolidated value of all transactions realised and unrealised as at the period end attributable to wins and losses on the online casino and sports betting . Revenues generated from online casino games and sports betting are classified as derivative financial instruments accounted for in accordance with IFRS 9 ‘Financial Instruments’. These derivatives financial instruments are initially recognized at fair value, representing the amount staked by the customer adjusted for any customer incentives. They are subsequently remeasured when the outcome and the transaction price is known and the amount payable is confirmed, at which point the movement is recorded as a gain or loss on the financial instrument in the Consolidated Statements of Profit or Loss and Other Comprehensive Income in the revenue line item . As such gains and losses arise from similar transactions, they are offset within revenue. The Group recognizes revenue transactions at the fair value of the consideration received or receivable at the point the transactions are settled. Any open positions (i.e. for unused bonuses, comps, incentives or open bets) at year end are fair valued with the resulting gain or loss recorded in the Consolidated Statements of Profit or Loss and Other Comprehensive 5 Income. Customer liabilities related to these timing differences are accounted for as derivative financial instruments, further discussed in note 20 and 26. Sports betting and online casino revenue represents the net house win adjusted for the fair market value of gains and losses on open betting positions and certain customer incentives. The net house win (which represents realized net gaming revenue) consists of the following components: • Total wagers less payouts for online casino and sport betting positions that have settled in the year • Less, bonuses, comps (complementary) and incentives that are reali

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 July 9, 2025

Alinda Van Wyk
Chief Financial Officer
Super Group (SGHC) Limited
Kingsway House
Havilland Street
St Peter Port, Guernsey, GY1 2QE

 Re: Super Group (SGHC) Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-41253
Dear Alinda Van Wyk:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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 Fiscal Year Ended December 31, 2024
Item 5.A. Operating Results
Results of Operations
Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023
Revenue, page 80

1. Please quantify all factors cited for the variances in each revenue
category,
 particularly in regard to changes in the volume or amount of
products/offerings
 provided or to the introduction of new products/offerings cited in your
analysis. Refer
 to the introductory paragraph of Item 5 and Item 5.A.1 of Form 20-F.
Additionally,
 explain what "margins" you cite refers to and how changes therein affect
your
 revenue.
 July 9, 2025
Page 2
Notes to Consolidated Financial Statements
Note 2. Accounting policies, page F-9

2. Please explain to us why you do not present accounting polices for net
gaming
 revenue, gaming incentives including bonuses, comps and payments to game
 suppliers, and affiliate(s) marketing. In regards to affiliates
marketing and payments
 to game suppliers, explain to us what each represents and your basis of
 recognition, how amounts for each are incurred, the basis for these
amounts, how they
 are paid, and where initial amounts incurred are reported in the
statement of cash
 flows.

Note 11.1 Exit from U.S. sportsbook market, page F-43

3. Please explain to us your consideration of presenting and disclosing the
exit from the
 U.S. sportsbook market as discontinued operations in your financial
statements for the
 years ended December 31, 2024 and 2023. Refer to the guidance in IFRS 5
and
 specifically the presentation and disclosure requirements of paragraphs
30 through 34.

 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 Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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 Super Group (SGHC) Limited

Bordeaux Court, Les Echelons

 St.
Peter Port, Guernsey, GY1 1AR

 May 25, 2023

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kate Beukenkamp

Re:
 Super Group (SGHC) Limited

Registration Statement on Form F-3 (File
No. 333-272014)

 Request for Acceleration of Effective Date

Dear Ms. Beukenkamp:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form F-3 (File No. 333-272014) (the “Registration Statement”) to become effective on May 26, 2023, at 4:00
p.m. Eastern Time, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally
confirm that event with Brian Leaf of Cooley LLP, counsel to the Registrant, at (703) 456-8053.

[Signature page follows]

Very truly yours,

SUPER GROUP (SGHC) LIMITED

/s/ Martine Nathan

Name: Martine Nathan

Title: General Counsel

cc:
 Justin Stock, Cooley LLP

David Boles, Cooley LLP

United States securities and exchange commission logo
May 24, 2023
Neal Manashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Registration Statement on Form F-3
Filed May 17, 2023
File No. 333-272014
Dear Neal Manashe:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brian Leaf

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 Super Group (SGHC) Limited

Bordeaux Court, Les Echelons

 St.
Peter Port, Guernsey, GY1 1AR

 December 7, 2022

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kate Beukenkamp

Re:
 Super Group (SGHC) Limited

Registration Statement on Form F-4 (File
No. 333-268287)

 Request for Acceleration of Effective Date

Dear Ms. Beukenkamp:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form F-4 (File No. 333-268287) (the “Registration Statement”) to become effective on December 9, 2022, at
4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with Brian Leaf of Cooley LLP, counsel to the Registrant, at (703) 456-8053.

[Signature page follows]

Very truly yours,

SUPER GROUP (SGHC) LIMITED

 /s/ Martine Nathan

Name: Martine Nathan

Title: General Counsel

cc:
 Justin Stock, Cooley LLP

David Boles, Cooley LLP

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 Brian Leaf

 (703) 456-8053

 bleaf@cooley.com

November 22, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Christina Chalk

RE:
 Super Group (SGHC) Ltd.

 Form F-4 filed November 10, 2022

 SEC File No. 333-268287

 Schedule TO-I filed November 10, 2022

 SEC File No. 5-93545

Ladies and Gentlemen:

 Set forth below are the responses of
Super Group (SGHC) Ltd (the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter, dated November 18, 2022, with respect to the Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and accompanying Registration Statement on Form F-4 (File No. 333-268287) (such Registration Statement the “Registration Statement”), each filed with the Commission on November 10, 2022.
Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Tender Offer Statement (the “Amended Tender Offer Statement”) and Amendment No. 1 to the Registration Statement (the
“Amended Registration Statement”).

 For your convenience, each response is prefaced by the exact text of the
Staff’s corresponding comment. All references to page numbers and captions in the responses correspond to the applicable amended filing, unless otherwise specified.

Schedule TO-I filed 11/10/2022

Cover Page

1.
 Since this exchange offer commenced upon filing of the registration statement, the statement that the
prospectus is “subject to completion” and “preliminary” is inapplicable. Please delete.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the
Prospectus/Offer to Exchange contained in the Amended Registration Statement accordingly.

 U.S. Securities and Exchange Commission

November 22, 2022

  Page
 2

 Cautionary Note Regarding Forward Looking Statements, page iii.

2.
 The safe harbor for forward looking statement in the Private Securities Litigation Reform Act of 1995 does
not, by its terms, apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Reform Act. Please revise the disclosure here accordingly.

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

 Conditions to the Offer and Consent Solicitation, page 77.

3.
 Revise to clarify that all offer conditions, not just the one related to the effectiveness of the
registration statement, must be satisfied or waived as of the expiration of the offer.

 Company Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 78 of the Amended Registration Statement accordingly.

4.
 On page 78, clarify in revised disclosure what is meant by a “limitation on prices for, trading in
securities in U.S. securities or financial markets.” Alternatively, delete this part of the offer condition.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 78 of the Amended
Registration Statement by removing the reference to limitation on prices from the offer condition.

5.
 Refer to the disclosure in the first sentence of the second to last paragraph on page 78. Revise to make
clear that all offer conditions must be outside the control of the bidder and cannot be “triggered” by deliberate action or inaction by Super Group.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 78 of the Amended
Registration Statement accordingly.

6.
 Refer to the following statement in the second to last paragraph on page 78: “The failure by us at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.” When an
event occurs that implicates an offer condition, the bidder must promptly notify target security holders whether it will waive the condition and proceed with the offer, or assert the condition and terminate it. This statement implies that Super
Group is not under an obligation to advise warrant holders what it will do when such event occurs. Please revise.

 U.S. Securities and Exchange Commission

November 22, 2022

  Page
 3

 Company Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page 78 of the Amended Registration Statement accordingly.

 General

7.
 Please supplementally advise why Rule 13e-3 does not apply to this
exchange offer. To the extent you believe an exception from Rule 13e-3 applies, identify the specific exemption claimed and outline the facts that you believe support your reliance on it.

 Company Response: The Company respectfully advises the Staff that it believes subsection (g)(2) under Rule 13e-3 (“Rule 13e-3”) of the Exchange Act (“the “Act”) provides an exception for the exchange offer. Pursuant to the terms
of Rule 13e-3(g)(2), Rule 13e-3 does not apply to any transaction in which the security holders are offered or receive only an equity security, provided, that:

(i)
 Such equity security has substantially the same rights as the equity security which is the
subject of the transaction including, but not limited to, voting, dividends, redemption and liquidation rights except that this requirement shall be deemed to be satisfied if unaffiliated security holders are offered common stock;

(ii)
 Such equity security is registered pursuant to Section 12 of the Act or reports are required to
be filed by the issuer thereof pursuant to section 15(d) of the Act; and

(iii)
 If the security which is the subject of the transaction was either listed on a national
securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a national securities exchange or
authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

 Pursuant
to the terms of the exchange offer that is the subject of the Tender Offer Statement, the Company is offering (and only offering) its Ordinary Shares to holders of its public warrants, which are registered securities pursuant to Section 12 of the
Act and both the Company’s Ordinary Shares and the public warrants are listed on the New York Stock Exchange. In addition, the Ordinary Shares to be issued in exchange for public warrants have enhanced rights as compared to the public warrants,
which do not have any voting rights or rights to dividends. As the Commission stated in the Rule 13e-3 adopting release, Exchange Act Release No. 16075 (August 2, 1979), a transaction in which either common stock or equity securities with
essentially the same attributes are offered is outside the purpose of Rule 13e-3 “since all holders of that class of security are on an equal footing and are permitted to maintain an equivalent or enhanced equity interest.” The Company
respectfully submits that the holders of the public warrants that are the subject of the exchange offer will maintain an enhanced equity interest following the exchange offer, such that Rule 13e-3 should not apply to the offer.

8.
 We note the following disclosure on cover page of the prospectus: “We reserve the right to redeem any
of the warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer and Consent Solicitation...” Supplementally explain how you could redeem the warrants that are the subject of the
exchange offer during this offer, consistent with Rule 14e-5. If you believe an exemption allows you to do so, identify the exemption and outline the facts you believe support Super Group’s reliance upon
it.

 U.S. Securities and Exchange Commission

November 22, 2022

  Page
 4

 Company Response: The Company acknowledges the Staff’s comment and has
revised the cover page of the Prospectus/Offer to Exchange contained in the Amended Registration Statement by removing the reservation of rights language related to the redemption of warrants.

***

 Please contact me at (703) 456-8053 with any questions or further comments regarding the Company’s response to the Staff’s comments.

Sincerely,

/s/ Brian F. Leaf

 Brian F. Leaf

cc:
 Justin Stock, Cooley LLP

David Boles, Cooley LLP

 Martine
Nathan, Super Group (SGHC) Limited

United States securities and exchange commission logo
November 18, 2022
Justin Stock
Managing Partner
Cooley LLP
55 Hudson Yards
New York, New York 10001
Re:Super Group (SGHC) Ltd.
Form F-4 filed November 10, 2022
SEC File No. 333-268287
Schedule TO-I filed November 10, 2022
SEC File No. 5-93545
Dear Justin Stock:
            The staff in the Office of Mergers and Acquisition have conducted a limited review of
your filings 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the prospectus.
Schedule TO-I filed 11/10/2022
Cover Page
1.Since this exchange offer commenced upon filing of the registration statement, the
statement that the prospectus is "subject to completion" and "preliminary" is inapplicable.
Please delete.
Cautionary Note Regarding Forward Looking Statements, page iii
2.The safe harbor for forward looking statement in the Private Securities Litigation Reform
Act of 1995 does not, by its terms, apply to statements made in connection with a tender
offer.  See Section 27A(b)(2)(C) of the Reform Act.  Please revise the disclosure here
accordingly.

 FirstName LastNameJustin Stock
 Comapany NameCooley LLP
 November 18, 2022 Page 2
 FirstName LastNameJustin Stock
Cooley LLP
November 18, 2022
Page 2
Conditions to the Offer and Consent Solicitation, page 77
3.Revise to clarify that all offer conditions, not just the one related to the effectiveness of
the registration statement, must be satisfied or waived as of the expiration of the offer.
4.On page 78, clarify in revised disclosure what is meant by a "limitation on prices for,
trading in securities in U.S. securities or financial markets."  Alternatively, delete this part
of the offer condition.
5.Refer to the disclosure in the first sentence of the second to last paragraph on page 78.
Revise to make clear that all offer conditions must be outside the control of the bidder and
cannot be "triggered" by deliberate action or inaction by Super Group.
6.Refer to the following statement in the second to last paragraph on page 78:  "The failure
by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, and each such right shall be deemed a continuing right which may be
asserted at any time and from time to time prior to the Expiration Date."  When an event
occurs that implicates an offer condition, the bidder must promptly notify target security
holders whether it will waive the condition and proceed with the offer, or assert the
condition and terminate it.  This statement implies that Super Group is not under an
obligation to advise warrant holders what it will do when such event occurs.  Please
revise.
General
7.Please supplementally advise why Rule 13e-3 does not apply to this exchange offer.  To
the extent you believe an exception from Rule 13e-3 applies, identify the specific
exemption claimed and outline the facts that you believe support your reliance on it.
8.We note the following disclosure on cover page of the prospectus:  "We reserve the right
to redeem any of the warrants, as applicable, pursuant to their current terms at any time,
including prior to the completion of the Offer and Consent Solicitation..."  Supplementally
explain how you could redeem the warrants that are the subject of the exchange offer
during this offer, consistent with Rule 14e-5.  If you believe an exemption allows you to
do so, identify the exemption and outline the facts you believe support Super Group's
reliance upon it.

 FirstName LastNameJustin Stock
 Comapany NameCooley LLP
 November 18, 2022 Page 3
 FirstName LastName
Justin Stock
Cooley LLP
November 18, 2022
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 SUPER GROUP (SGHC) LIMITED

Bordeaux Court, Les Echelons

St. Peter Port, Guernsey, GY1 1AR

+44 (0) 14 8182-2939

 July 12, 2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Financial Services

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Brian Fetterolf

Donald Field

Re:
 Super Group (SGHC) Limited

Registration Statement on Form F-1

File No. 333-263800

Ladies and Gentlemen:

 Super Group (SGHC) Limited (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on July 14, 2022, 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 Brian Leaf, 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 Brian Leaf of Cooley LLP,
counsel to the Registrant, at (703) 456-8053.

 [SIGNATURE PAGE
FOLLOWS]

Very truly yours,

SUPER GROUP (SGHC) LIMITED

By:

 /s/ Neal Menashe

Name:

Neal Menashe

Title:

Chief Executive Officer

 cc:     Brian Leaf, Cooley LLP

 2

CORRESP
1
filename1.htm

CORRESP

 Brian F. Leaf

 T: +1 703 456
8053

 bleaf@cooley.com

 July 7, 2022

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
 Super Group (SGHC) Ltd

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

 Filed March 23, 2022

 File No. 333-263800

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated July 5, 2022, with respect to the Registration Statement on Form F-1
filed with the Commission on March 23, 2022, and amended on June 7, 2022 (as so amended, the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the
Registration Statement.

 Amendment No. 1 to Registration Statement on Form F-1 Filed March 23,
2022

 Cover Page

1.
 Please refer to the fifth paragraph of the prospectus cover page. Please revise to disclose the potential
profit for all selling securityholders not just the Founder Holders. In this regard, we note your disclosure on page 20 that based on a closing price of your ordinary shares of $7.00, the selling securityholders, if they sold all of the shares
registered for sale by this prospectus, would experience a potential profit of up to approximately $3.36 billion in the aggregate.

RESPONSE:    In response to the Staff’s comment, the Company has revised the disclosure on the prospectus
cover page to disclose the potential profit of the selling securityholders.

*    *    *    *    *

 Securities and Exchange Commission

July 7, 2022

  Page
 2

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Brian Leaf of Cooley LLP at +1 703-456-8053.

Very truly yours,

Cooley LLP

/s/ Brian F. Leaf

Brian F. Leaf

 Enclosures

cc:
 Justin Stock, Cooley LLP

 David G. Peinsipp, Cooley LLP

 David Boles, Cooley LLP

United States securities and exchange commission logo
July 5, 2022
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Limited
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed June 7, 2022
File No. 333-263800
Dear Mr. Menashe:
            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 April 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed June 7, 2022
Cover Page
1.Please refer to the fifth paragraph of the prospectus cover page.  Please revise to
disclose the potential profit for all selling securityholders not just the Founder Holders.  In
this regard, we note your disclosure on page 20 that based on a closing price of your
ordinary shares of $7.00, the selling securityholders, if they sold all of the shares
registered for sale by this prospectus, would experience a potential profit of up to
approximately $3.36 billion in the aggregate.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Limited
 July 5, 2022 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Limited
July 5, 2022
Page 2
            You may contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brian Leaf

CORRESP
1
filename1.htm

CORRESP

 Brian F. Leaf

 T: +1 703 456
8053

 bleaf@cooley.com

 June 7, 2022

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

 Re:      Super Group (SGHC) Ltd

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

            Filed March 23, 2022

           File No. 333-263800

 Ladies and Gentlemen:

 Set forth below are
the responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated April 11, 2022, with respect to the Registration Statement on Form
F-1 filed with the Commission on March 23, 2022, File No. 333-263800 (such Registration Statement the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers
and captions in our responses correspond to the Amendment No. 1, unless otherwise specified.

 Amendment No. 1 to Registration Statement on
Form F-1 Filed March 23, 2022

 Prospectus Cover Page

1.
 For each of the securities being registered for resale, please disclose the price that such selling
securityholders paid for each of their securities or, to the extent applicable, the price that such selling securityholders paid for any securities overlying any securities being registered for resale. Please make conforming changes in the
prospectus summary. In this regard, please ensure disclosure of such price for all such selling securityholders that held securities in SEAC prior to the closing of the business combination with Super Group (SGHC) Limited, including the sponsor,
founders, certain directors and officers and PJT Partners Holdings LP and for all such selling securityholders who participated in any PIPE financing or other private placement financing in connection with the closing of the business combination.

 RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus
cover and pages 19, 20 and 76 to disclose that the selling securityholders paid a nominal price for the ordinary shares and private placement warrants being registered for resale and will profit from sales at prices lower than the current trading
price. The Company supplementally advises the Staff that there was no PIPE financing or other private placement financing in connection with the closing of the Business Combination.

 Securities and Exchange Commission

June 7, 2022

  Page
 2

2.
 Disclose the exercise price(s) of the warrants compared to the market price of the underlying securities. If
the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 RESPONSE: In response to the Staff’s comment, the Company has revised the
disclosure on the prospectus cover and pages 22, 77, 93 and 123 to disclose the exercise price of the warrants, the fact that any cash proceeds to be received by the Company will be dependent on the prevailing share price, and the likelihood that
the warrant holders will not exercise their warrants if the warrants are out of the money. The Company supplementally advises the Staff that it believes that its liquidity position and capital resources have not been materially impacted by the
redemption of shares in the Business Combination or the current trading price of its ordinary shares following the consummation the Business Combination. The Company has added disclosure on page 124 to this effect.

3.
 We note the significant number of redemptions of SEAC Class A Shares in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that certain of the shares being registered for resale were purchased by certain selling securityholders for
prices considerably below the current market price of the Super Group ordinary shares. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the Super Group ordinary
shares.

 RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages on
the prospectus cover and pages 20 and 76 to disclose that the selling securityholders acquired their securities at prices that are significantly lower than the current trading price of the ordinary shares, and that the sale or possibility of sale of
ordinary shares and warrants could have the effect of increasing the volatility in the ordinary shares price or putting significant downward pressure on the ordinary shares and warrants.

Prospectus Summary, page 1

4.
 Please highlight any differences in the current trading price, the prices that the selling securityholders
(including the sponsor, founders, officers, directors, PIPE investors or any other private placement investors) acquired their securities, and the price that the public securityholders acquired their shares and warrants. Disclose that while such
selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices
and the current trading price. Please also disclose the potential profit that such selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 Securities and Exchange Commission

June 7, 2022

  Page
 3

 RESPONSE: The Company refers the Staff to its response to Comment 1 above.

Risk Factors

 “Future resales of Super
Group Ordinary Shares and/or warrants may cause the market price of such securities to drop significantly . . . “, page 75

5.
 You state that “[f]uture” resales of your common stock and/or warrants may cause the market price of
such securities to drop significantly. This statement should be updated given that this prospectus is facilitating those sales. Please also revise to highlight the negative pressure potential sales of shares pursuant to this registration statement
could have on the public trading price of the Super Group ordinary shares. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even if the trading price of Super Group ordinary shares falls to be at or significantly below the SPAC IPO price, certain selling securityholders may have an incentive to sell because they will still
profit on sales of shares purchased at lower prices as compared to the prices paid by public investors.

RESPONSE: The Company refers the Staff to its response to Comment 3 above.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 101

6.
 We note that the projected revenues for 2021 were $1.580 million, as set forth in the unaudited
prospective financial information management prepared and provided to the board in connection with the evaluation of the business combination. To the extent material, please update your disclosure in Liquidity and Capital Resources, and elsewhere,
to provide updated information about the company’s financial position and further risks to the business operations and liquidity, including whether you will meet your 2021 revenue projections.

RESPONSE: The Company advises the Staff that the 2021 revenue projections have been replaced with historical financial statements for
the year ended December 31, 2021 and that based on such actual revenues it does not believe there have been material impacts on its liquidity and financial position. The Company has added disclosure on page 124 to this effect.

 Securities and Exchange Commission

June 7, 2022

  Page
 4

7.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Super Group ordinary shares, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 RESPONSE: The Company refers Staff to its response to Comment 2 above.

8.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s ordinary shares. Your discussion should highlight the fact that Knutsson Limited and Chivers Limited, beneficial owners of
collectively over 68% of your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on the cover and on page 76 to disclose that
the selling securityholders hold a disproportionately large portion of the outstanding ordinary shares. The Company has also noted on page 76 that the two largest stockholders, Knutsson Limited and Chivers Limited, who beneficially own nearly 70% of
the issued and outstanding ordinary shares in the aggregate, will be able to sell all of their securities held for so long as the registration statement of which this prospectus forms a part is in effect.

General

9.
 Please revise to update your disclosures throughout the filing and address areas that appear to need updating
or that present inconsistencies. As example only, we note your disclosure on page 25 that “SEAC does not expect to generate any operating revenues until after the completion of the initial business combination at the earliest.” This
statement should be updated given that the business combination was completed.

 RESPONSE: The Company
respectfully acknowledges the Staff’s comment and has updated the disclosure throughout the prospectus.

*         *
*        *        *

 Securities and Exchange Commission

June 7, 2022

  Page
 5

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Brian Leaf of Cooley LLP at +1 703-456-8053.

Very truly yours,

 Cooley LLP

 /s/ Brian F. Leaf

Brian F. Leaf

 Enclosures

cc:
 Justin Stock, Cooley LLP

David G. Peinsipp, Cooley LLP

David Boles, Cooley LLP

United States securities and exchange commission logo
April 11, 2022
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Limited
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Limited
Registration Statement on Form F-1
Filed March 23, 2022
File No. 333-263800
Dear Mr. Menashe:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed March 23, 2022
Prospectus Cover Page
1.For each of the securities being registered for resale, please disclose the price that
such selling securityholders paid for each of their securities or, to the extent applicable,
the price that such selling securityholders paid for any securities overlying any securities
being registered for resale. Please make conforming changes in the prospectus summary.
In this regard, please ensure disclosure of such price for all such selling securityholders
that held securities in SEAC prior to the closing of the business combination with Super
Group (SGHC) Limited, including the sponsor, founders, certain directors and officers
and PJT Partners Holdings LP and for all such selling securityholders who participated in
any PIPE financing or other private placement financing in connection with the closing of
the business combination.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Limited
 April 11, 2022 Page 2
 FirstName LastNameNeal Menashe
Super Group (SGHC) Limited
April 11, 2022
Page 2
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
3.We note the significant number of redemptions of SEAC Class A Shares in connection
with your business combination and that the shares being registered for resale will
constitute a considerable percentage of your public float. We also note that certain of the
shares being registered for resale were purchased by certain selling securityholders for
prices considerably below the current market price of the Super Group ordinary shares.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Super Group ordinary shares.
Prospectus Summary, page 1
4.Please highlight any differences in the current trading price, the prices that the selling
securityholders (including the sponsor, founders, officers, directors, PIPE investors or any
other private placement investors) acquired their securities, and the price that the public
securityholders acquired their shares and warrants. Disclose that while such selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit that such selling securityholders will earn based on
the current trading price. Lastly, please include appropriate risk factor disclosure.
Risk Factors
"Future resales of Super Group Ordinary Shares and/or warrants may cause the market price of
such securities to drop significantly . . . ", page 75
5.You state that “[f]uture” resales of your common stock and/or warrants may cause the
market price of such securities to drop significantly. This statement should be updated
given that this prospectus is facilitating those sales. Please also revise to highlight the
negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the Super Group ordinary shares. To illustrate this risk,
disclose the purchase price of the securities being registered for resale and the percentage
that these shares currently represent of the total number of shares outstanding. Also
disclose that even if the trading price of Super Group ordinary shares falls to be at or
significantly below the SPAC IPO price, certain selling securityholders may have an
incentive to sell because they will still profit on sales of shares purchased at lower prices
as compared to the prices paid by public investors.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Limited
 April 11, 2022 Page 3
 FirstName LastName
Neal Menashe
Super Group (SGHC) Limited
April 11, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
101
6.We note that the projected revenues for 2021 were $1.580 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
board in connection with the evaluation of the business combination. To the extent
material, please update your disclosure in Liquidity and Capital Resources, and elsewhere,
to provide updated information about the company’s financial position and further risks to
the business operations and liquidity, including whether you will meet your 2021 revenue
projections.
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Super
Group ordinary shares, expand your discussion of capital resources to address any changes
in the company’s liquidity position since the business combination. If the company is
likely to have to seek additional capital, discuss the effect of this offering on the
company’s ability to raise additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s ordinary shares. Your discussion should
highlight the fact that Knutsson Limited and Chivers Limited, beneficial owners of
collectively over 68% of your outstanding shares, will be able to sell all of their shares for
so long as the registration statement of which this prospectus forms a part is available for
use.
General
9.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. As example only, we note your
disclosure on page 25 that "SEAC does not expect to generate any operating revenues
until after the completion of the initial business combination at the earliest." This
statement should be updated given that the business combination was completed.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Limited
 April 11, 2022 Page 4
 FirstName LastName
Neal Menashe
Super Group (SGHC) Limited
April 11, 2022
Page 4
            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.
            You may contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brian Leaf

CORRESP
1
filename1.htm

CORRESP

 SUPER GROUP (SGHC) LIMITED

Bordeaux Court, Les Echelons

St. Peter Port, Guernsey, GY1 1AR

+44 (0) 14 8182-2939

 January 10, 2022

 VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Financial Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Keira Nakada

Linda Cvrkel

 Taylor Beech

Jacqueline Kaufman

RE:
 Super Group (SGHC) Ltd

Registration Statement on Form F-4

File No. 333-259395

Ladies and Gentlemen:

 Super Group (SGHC) Ltd.
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-4 to become effective on January 13, 2022, at 9:00 a.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 David Peinsipp, Justin Stock, Garth Osterman, and Miguel Vega, 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 David Peinsipp of Cooley LLP, counsel to the Registrant, at (415) 693-2177.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

SUPER GROUP (SGHC) LIMITED

By:

/s/ Neal Menashe

 Name:

 Neal Menashe

 Title:

 Chief Executive Officer

cc:
 Justin Stock, Cooley LLP

Garth Osterman, Cooley LLP

Miguel Vega, Cooley LLP

 Carl
Marcellino, Ropes & Gray LLP

 Paul Tropp, Ropes & Gray LLP

Rachel Phillips, Ropes & Gray LLP

[COMPANY SIGNATURE PAGE TO ACCELERATION REQUEST]

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 T: +1 415
693 2177

 dpeinsipp@cooley.com

 January 10, 2022

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Super Group (SGHC) Ltd

 Amendment No. 4 to Registration Statement on Form F-4

 Filed December 22, 2021

 File No. 333-259395

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated January 6, 2022, with respect to the Amendment No. 4 to Registration Statement on Form F-4 filed with the Commission on December 22, 2021, File No. 333-259395 (such Registration Statement the “Registration Statement” and such
amendment “Amendment No. 4”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 5 to the Registration Statement (“Amendment
No. 5”).

 For your convenience, each response is prefaced by the exact text of the
Staff’s corresponding comment. All references to page numbers and captions in our responses correspond to the Amendment No. 5, unless otherwise specified.

Amendment No. 4 to Registration Statement on Form F-4 Filed December 22, 2021

General

1.
 We note your response to comment 2 and your revised disclosure that no “covered person” within the
meaning of Rule 14e-5(c)(3)(iv) will engage in any unlawful activity as defined in Rule 14e-5(a) and that any repurchases to be made by or on behalf of SEAC or its
affiliates would only be made in compliance with Rule 14e-5. Please provide your analysis as to how repurchases made by or on behalf of SEAC or its affiliates would comply with Rule 14e-5, given the definition of “covered person” provided in Rule 14e-5(c)(3)(i). Alternatively, please revise your disclosure to clarify that there will be no
repurchases made by or on behalf of SEAC or its affiliates.

 RESPONSE:    The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 26, 97, 109 and 196 to clarify that there will be no repurchases made by or on behalf of SEAC or its affiliates.

*        *        *
 *        *

 Securities and Exchange Commission

January 10, 2022

  Page
 2

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact David G. Peinsipp of Cooley LLP at +1 415-693-2177.

 Very truly yours,

Cooley LLP

/s/ David G. Peinsipp

David G. Peinsipp

 Enclosures

cc:
 Justin Stock, Cooley LLP

 Garth Osterman, Cooley LLP

 Miguel Vega, Cooley LLP

 Carl Marcellino, Ropes & Gray LLP

 Paul Tropp, Ropes & Gray LLP

 Rachel Phillips, Ropes & Gray LLP

United States securities and exchange commission logo
January 6, 2022
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Amendment No. 4 to Registration Statement on Form F-4
Filed December 22, 2021
File No. 333-259395
Dear Mr. Menashe:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-4
General
1.We note your response to comment 2 and your revised disclosure that no “covered
person” within the meaning of Rule 14e-5(c)(3)(iv) will engage in any unlawful activity as
defined in Rule 14e-5(a) and that any repurchases to be made by or on behalf of SEAC or
its affiliates would only be made in compliance with Rule 14e-5.  Please provide your
analysis as to how repurchases made by or on behalf of SEAC or its affiliates would
comply with Rule 14e-5, given the definition of "covered person" provided in Rule 14e-
5(c)(3)(i).  Alternatively, please revise your disclosure to clarify that there will be no
repurchases made by or on behalf of SEAC or its affiliates.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 January 6, 2022 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
January 6, 2022
Page 2
            Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rachel D. Phillips, Esq.

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 T: +1 415
693 2177

 dpeinsipp@cooley.com

 December 21, 2021

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Super Group (SGHC) Ltd

Amendment No. 3 to Registration Statement on Form F-4

Filed December 7, 2021

File No. 333-259395

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated December 16, 2021, with respect to the Amendment No. 3 to Registration Statement on Form F-4 filed with the Commission on December 7, 2021, File No. 333-259395 (such Registration Statement the “Registration Statement” and such
amendment “Amendment No. 3”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 4 to the Registration Statement (“Amendment
No. 4”).

 For your convenience, each response is prefaced by the exact text of the
Staff’s corresponding comment. All references to page numbers and captions in our responses correspond to the Amendment No. 4, unless otherwise specified.

Amendment No. 3 to Registration Statement on Form F-4 Filed December 7, 2021

Dilution Upon Closing, page 20

1.
 Since you no longer present the financial statements for the period ended June 30, 2021 on page F-25, please eliminate your reference to these financial statements in footnote (1).

RESPONSE:    The Company respectfully advises the Staff that the Company has amended the Dilution Upon Closing
footnote (1) on page 21 to remove the reference to page F-25.

 Summary of the Proxy
Statement/Prospectus

 Interests of SEAC’s Directors, Officers and Advisors in the Business Combination, page 25

2.
 We note your disclosure that “the Founders, the Sellers and/or their respective affiliates may purchase
shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with
such investors and others to provide them with incentives to acquire shares of common stock or vote their shares in favor of the proposals.” Please tell us how these purchases comply with Rule 14e-5 of
the Exchange Act.

 Securities and Exchange Commission

December 21, 2021

  Page
 2

 RESPONSE:    The Company acknowledges the Staff’s comment and
respectfully advises the Staff that no “covered person” within the meaning of Rule 14e-5(c)(3)(iv) will engage in any unlawful activity as defined in Rule
14e-5(a). The Company has revised the disclosure on pages 27, 96, 108 and 196 of Amendment No. 4 to provide clarifying disclosure in response to the Staff’s comment.

Comparative Per Share Information, page 35

3.
 The pro forma basic and diluted earnings per share under the maximum redemption and mid-point redemption scenarios disclosed on page 36 do not agree to the amounts in the pro forma statement of operations on page 241. Please reconcile and revise these disclosures.

RESPONSE:    The Company respectfully advises the Staff that the Company has amended the Comparative Per Share
Information table on page 36 to revise the earnings per share amounts under the maximum and mid-point redemption scenarios.

Material Tax Considerations

 Material U.S.
Federal Income Tax Considerations, page 135

4.
 Please revise your disclosure to specifically state that the disclosure in this section is the opinion of
counsel. Please also revise Exhibit 8.1 to state the same. Please make conforming edits under the heading Island of Guernsey Tax Considerations on page 151 and in Exhibit 8.2. Refer to Staff Legal Bulletin No. 19 Section III.B.2.

 RESPONSE:    The Company respectfully advises the Staff that the Company has amended the
disclosure in the Material U.S. Federal Income Tax Considerations section on page 135 to specifically state that such disclosure is the opinion of counsel and has revised Exhibit 8.1 to state the same.

Further, the Company respectfully advises the Staff that the disclosure under the heading Island of Guernsey Tax Considerations on page
151 and Exhibit 8.2 already include statements that the disclosure in that section is the opinion of counsel.

 Selected Historical Financial
Information of SEAC, page 181

5.
 The amount of the warrant liability as of September 30, 2021 does not agree to the amount presented in the
consolidated balance sheet at this date on page F-26. Also, the net cash provided by investing and financing activities for the nine months ended September 30, 2021 as disclosed on page 181 do not agree
to the amounts presented in the statement of cash flows for this period on page F-29. Please reconcile and revise these disclosures.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
181.

 Summary Unaudited Pro Forma Condensed Combined Financial Information, page 185

6.
 Your pro forma condensed combined stockholders’ equity as of June 30, 2021 assuming no share
redemptions as disclosed on page 186 does not agree to that disclosed in the pro forma statement of financial position as of this date on page 240. Also, the pro forma net loss and basic and diluted net loss for the year ended December 31, 2020
assuming maximum redemption of shares and assuming mid-point redemptions as disclosed on page 186 do not agree to those disclosed in the pro forma statement of operations for this period on page 241. Please
reconcile and revise these disclosures.

 RESPONSE:    The Company respectfully advises the
Staff that the Company has amended the Summary Unaudited Pro Forma Condensed Combined Financial Information table on page 186 to revise the total stockholders equity as of June 30, 2021 under the no redemption scenario.

Further, the Company respectfully advises the Staff that the Company has amended the Summary Unaudited Pro Forma Condensed Combined Financial
Information table on page 186 to revise net loss for the year ended December 31, 2020 under the maximum and mid-point redemption scenarios as well as the related basic and diluted net loss per share,
common stock.

 Securities and Exchange Commission

December 21, 2021

  Page
 3

 Unaudited Pro Forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 243

7.
 Refer to footnotes (f) and (bb) - Please explain why the amounts of the IFRS 2 charge for listing services
under the maximum redemption and mid-point redemption scenarios in footnote (f) do not agree to the corresponding amounts disclosed in footnote (bb). Please advise or revise.

RESPONSE:    The Company respectfully advises the Staff that the Company has amended the Unaudited Pro Forma
Condensed Combined Financial Information footnote 2(bb) to revise the IFRS 2 charge under the maximum and mid-point redemption scenarios.

Financial Statements of Sports Entertainment Acquisition Corp. for the Fiscal Year Ended December 31, 2020

Notes to Financial Statements

 Note 2 -
Restatement of Previously Issued Financial Statements, page F-10

8.
 Please tell us why you no longer disclose your restatement for the warrant reclassification. Refer to the
guidance in ASC 250-10-50-7.

RESPONSE:    The Company respectfully advises the Staff that on June 22, 2021, the Company filed a 10K/A
(Amendment No. 2) which restated its originally filed 10K/A (filed on March 31, 2021) for the issues surrounding the accounting treatment of the Company’s warrants and warrant liability. The 10K/A (Amendment No. 3) filed on
December 2, 2021 restated the 10K/A (Amendment No. 2) filing on June 22, 2021 and therefore only addressed any changes in accounting from that filing. The changes from the June 22, 2021 10K/A were limited to the change in
accounting treatment for temporary equity vs. permanent equity as more fully described in the explanatory note to the filing.

 Exhibits

9.
 Please revise your legal opinion filed as Exhibit 5.1 to include all of the shares you are registering on this F-4. In this regard, it appears you are not opining on the 485,000,000 NewCo Ordinary Shares issuable in exchange for the shares of SGHC held by the Pre-Closing Holders in
connection with the Reorganization. In addition, please remove the assumption in Section 3.1.9, as it appears this “assumes away” the duly authorized opinion. Refer to Staff Legal Bulletin No. 19 Section II.B.3.a.

 RESPONSE:    The Company respectfully advises the Staff that the Company has revised the
legal opinion filed as Exhibit 5.1 to include the 485,000,000 NewCo Ordinary Shares issuable in exchange for the shares of SGHC held by the Pre-Closing Holders in connection with the Reorganization.

Further, the Company respectfully advises the Staff that Carey Olsen (Guernsey) LLP is unable to remove the assumption in Section 3.1.9 as
the resolutions issuing all of the shares covered by the opinion will not be passed at the time the opinion is provided.

*        *        *
 *        *

 Securities and Exchange Commission

December 21, 2021

  Page
 4

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact David G. Peinsipp of Cooley LLP at +1 415-693-2177.

Very truly yours,

Cooley LLP

 /s/ David G. Peinsipp

David G. Peinsipp

 Enclosures

cc:
 Justin Stock, Cooley LLP

Garth Osterman, Cooley LLP

Miguel Vega, Cooley LLP

 Carl
Marcellino, Ropes & Gray LLP

 Paul Tropp, Ropes & Gray LLP

Rachel Phillips, Ropes & Gray LLP

United States securities and exchange commission logo
December 16, 2021
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Amendment No. 3 to Registration Statement on Form F-4
Filed December 7, 2021
File No. 333-259395
Dear Mr. Menashe:
            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.
Amendment No. 3 to Registration Statement on Form F-4
Dilution Upon Closing, page 20
1.Since you no longer present the financial statements for the period ended June 30, 2021 on
page F-25, please eliminate your reference to these financial statements in footnote (1).
Summary of the Proxy Statement/Prospectus
Interests of SEAC's Directors, Officers and Advisors in the Business Combination, page 25
2.We note your disclosure that "the Founders, the Sellers and/or their respective affiliates
may purchase shares from institutional and other investors who vote, or indicate an
intention to vote, against the Business Combination Proposal, or execute agreements to
purchase shares from such investors in the future, or they may enter into transactions with
such investors and others to provide them with incentives to acquire shares of common

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 December 16, 2021 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
December 16, 2021
Page 2
stock or vote their shares in favor of the proposals." Please tell us how these purchases
comply with Rule 14e-5 of the Exchange Act.
Comparative Per Share Information, page 35
3.The pro forma basic and diluted earnings per share under the maximum redemption and
mid-point redemption scenarios disclosed on page 36 do not agree to the amounts in the
pro forma statement of operations on page 241.  Please reconcile and revise these
disclosures.
Material Tax Considerations
Material U.S. Federal Income Tax Considerations, page 135
4.Please revise your disclosure to specifically state that the disclosure in this section is the
opinion of counsel.  Please also revise Exhibit 8.1 to state the same.  Please make
conforming edits under the heading Island of Guernsey Tax Considerations on page 151
and in Exhibit 8.2.  Refer to Staff Legal Bulletin No. 19 Section III.B.2.
Selected Historical Financial Information of SEAC, page 181
5.The amount of the warrant liability as of September 30, 2021 does not agree to the amount
presented in the consolidated balance sheet at this date on page F-26.  Also, the net cash
provided by investing and financing activities for the nine months ended September 30,
2021 as disclosed on page 181 do not agree to the amounts presented in the statement of
cash flows for this period on page F-29.  Please reconcile and revise these disclosures.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 185
6.Your pro forma condensed combined stockholders' equity as of June 30, 2021 assuming
no share redemptions as disclosed on page 186 does not agree to that disclosed in the pro
forma statement of financial position as of this date on page 240.  Also, the pro forma net
loss and basic and diluted net loss for the year ended December 31, 2020 assuming
maximum redemption of shares and assuming mid-point redemptions as disclosed on page
186 do not agree to those disclosed in the pro forma statement of operations for this period
on page 241.  Please reconcile and revise these disclosures.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 243
7.Refer to footnotes (f) and (bb) - Please explain why the amounts of the IFRS 2 charge for
listing services under the maximum redemption and mid-point redemption scenarios in
footnote (f) do not agree to the corresponding amounts disclosed in footnote (bb).  Please
advise or revise.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 December 16, 2021 Page 3
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
December 16, 2021
Page 3
Financial Statements of Sports Entertainment Acquisition Corp. for the Fiscal Year Ended
December 31, 2020
Notes to Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-10
8.Please tell us why you no longer disclose your restatement for the warrant
reclassification.  Refer to the guidance in ASC 250-10-50-7.
Exhibits
9.Please revise your legal opinion filed as Exhibit 5.1 to include all of the shares you are
registering on this F-4.  In this regard, it appears you are not opining on the
485,000,000 NewCo Ordinary Shares issuable in exchange for the shares of SGHC held
by the Pre-Closing Holders in connection with the Reorganization.  In addition, please
remove the assumption in Section 3.1.9, as it appears this "assumes away" the duly
authorized opinion.  Refer to Staff Legal Bulletin No. 19 Section II.B.3.a.
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rachel D. Phillips, Esq.

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 T: +1 415
693 2177

 dpeinsipp@cooley.com

 December 6, 2021

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Super Group (SGHC) Ltd

Amendment No. 2 to Registration Statement on Form F-4

Filed November 12, 2021

File No. 333-259395

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated November 18, 2021, with respect to the Amendment No. 2 to Registration Statement on Form F-4 filed with the
Commission on November 12, 2021, File No. 333-259395 (such Registration Statement the “Registration Statement” and such amendment “Amendment No. 2”). Concurrently with the submission of
this letter, the Company is filing an Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers
and captions correspond to the Amendment No. 3, unless otherwise specified.

 Amendment No. 2 to Registration Statement on Form F-4 Filed November
12, 2021

 Dilution Upon Closing, page 20

1.
 Please provide footnote disclosure explaining how you calculated net tangible book value per share before the
business combination under each of the redemption scenarios. Also, please provide footnote disclosure explaining how you calculated pro forma net tangible book value per share after (i) giving effect to the business combination, (ii) after full
exercise of all outstanding NewCo warrants, and (iii) after issuance of all possible earnout shares under each redemption scenario.

RESPONSE:     The Company respectfully advises the Staff that the Company has amended the Dilution Upon Closing
table on pages 20 and 21 to include the requested footnote disclosures.

 Consolidated Financial Statements of Sports Entertainment Acquisition Corp.

 Consolidated Balance Sheet, page F-3

2.
 We note from your disclosure in Note 4 that you sold 45,000,000 Class A common shares in your initial public
offering but your balance sheet indicates that only 38,534,538 Class A shares are subject to possible redemption and are classified as mezzanine equity in your balance sheet. Since all of the Class A shares sold in your initial public offering have
the same redemption rights, we do not believe it is appropriate for the number of Class A shares sold in the initial public offering to be different than the

 Securities and Exchange Commission

December 6, 2021

  Page
 2

number of shares disclosed as being subject to repurchase in the balance sheet or statement of stockholders’ equity based on ASC 480-10-S99-3A. Also, the amount classified as mezzanine
equity should be accreted to redemption value using one of the following methods as outlined in paragraph 15 of ASC 480-10-S99-3A:

•

 Accrete changes in the redemption value over the period from the date of issuance (or from the date that it
becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method. Changes in the redemption value are considered to be changes in
accounting estimates.

•

 Recognize changes in the redemption value (for example, fair value) immediately as they occur and adjust the
carrying amount of the instrument to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the instrument.

Please revise your financial statements for all periods presented so they present the Class A shares in a manner consistent with that used in
your Form 10-Q for the quarter ended September 30, 2021. Your earnings per share for all periods presented should also be revised so they are calculated in a manner consistent with that used in your Form 10-Q for the quarter ended September 30,
2021. If you do not believe that there is a material error in the financial statements included in this registration statement, please provide us with your materiality analysis pursuant to SAB 99. In addition, please explain how you concluded there
was not a material weakness in your internal control over financial reporting and both your internal control over financial reporting and disclosure controls and procedures were effective as of September 30, 2021.

RESPONSE:     The Company respectfully advises the Staff that on December 2, 2021 the Company filed
(i) an Amendment No. 3 to the Annual Report on Form 10-K/A as of December 31, 2021 and for the period from July 30, 2021 (inception) through December 31, 2021 (“FY2020 Form 10-K/A3”) that restates the
Company’s audited balance sheet as of October 6, 2020 as previously restated in the Company’s Amendment No. 2 to the Annual Report on Form 10-K/A filed with the SEC on June 22, 2021 (the “FY2020
Form 10K/A2”) and the Company’s audited financial statements as of December 31, 2020 and for the period from July 30, 2020 (inception) through December 31, 2020 as previously restated in the FY2020 Form 10K/A2, and
(ii) an amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (“Q3 Form 10-Q/A”) that restates the Company’s unaudited quarterly financial statements as of and for the three
months ended March 31, 2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on June 25, 2021, the Company’s quarterly financial statements as of and for the three and six months ended June 30,
2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on August 16, 2021, and the Company’s quarterly financial statements as of and for the three and nine months ended September 30, 2021 included
in the Company’s quarterly report on Form 10-Q filed with the SEC on November 12, 2021 (together, the “Restatement”).

In response to this comment 2, the Company respectfully advises the Staff that it has revised the Audited Financial Statements of Sports
Entertainment Acquisition Corp. on pages F-2 through F-25 and the Unaudited Condensed Financial Statements of Sports Entertainment Acquisition Corp. on pages F-26 through F-47, in each case to reflect the Restatement and has conformed the
summary disclosure of such information to reflect the Restatement.

 In analyzing the need for the Restatement, the Company applied
i) SEC Staff Accounting Bulletin No. 99 (‘SAB 99’), Materiality, and ii) Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statement (‘SAB 108’). The Company considers both the quantitative and qualitative factors for the misstated items both individually and in the aggregate, as outlined in the accounting standards. As a result of such
analysis, the Company concluded that the identified misstatements, individually and in the aggregate, are material, under SAB 99 and SAB 108. Although the qualitative factors analyzed tended to support a conclusion that the misstatements
were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. Management concluded that the misstatement was of such magnitude that it is probable that the judgment of a
reasonable person relying upon the financial statements would have been influenced by the inclusion of such errors. In light of the classification error resulting in the Restatement, a material weakness exists in the Company’s internal control
over financial reporting and that the Company’s disclosure controls and procedures were not effective as of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021 or for the period from July 30, 2020
(inception) through September 30, 2021 (the “Material Weakness”). The Company’s remediation plan with respect to such material weakness is described in more detail in the FY2020 Form 10-K/A3 and Q3 Form 10-K/A In addition,
the Company included risk factor disclosure on page 82 of the F-4 cautioning investors of such material weaknesses in internal controls and disclosure controls.

 Securities and Exchange Commission

December 6, 2021

  Page
 3

 Consolidated Financial Statements of SGHC Limited

Notes to Consolidated Financial Statements

4. Business Combinations, page F-73

3.
 Please disclose the details of the contingent obligations described in your response to comment 11 as
previously requested and as required under paragraph 86 of IAS 37.

 RESPONSE:     The Company
respectfully advises the Staff that the Company has amended Note 4 to the Consolidated Financial Statements of SGHC Limited on pages F-76 and F-79, to include reference to Note 22 of the Consolidated Financial Statements of SGHC Limited on page
F-105. The Company has included further detail in Note 22 as described in our previous response to comment 11, which was received from the Staff on November 5, 2021.

*        *        *
 *        *

 Securities and Exchange Commission

December 6, 2021

  Page
 4

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact David G. Peinsipp of Cooley LLP at +1 415-693-2177.

Very truly yours,

Cooley LLP

 /s/ David G. Peinsipp

David G. Peinsipp

 Enclosures

cc:
 Justin Stock, Cooley LLP

 Garth Osterman, Cooley LLP

 Miguel Vega, Cooley LLP

 Carl Marcellino, Ropes & Gray LLP

 Paul Tropp, Ropes & Gray LLP

 Rachel Phillips, Ropes & Gray LLP

United States securities and exchange commission logo
November 18, 2021
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed November 12, 2021
File No. 333-259395
Dear Mr. Menashe:
            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 November 5, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-4 Filed November 12, 2021
Dilution Upon Closing, page 20
1.Please provide footnote disclosure explaining how you calculated net tangible book value
per share before the business combination under each of the redemption scenarios.  Also,
please provide footnote disclosure explaining how you calculated pro forma net tangible
book value per share after (i) giving effect to the business combination, (ii) after full
exercise of all outstanding NewCo warrants, and (iii) after issuance of all possible earnout
shares under each redemption scenario.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 November 18, 2021 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
November 18, 2021
Page 2
Consolidated Financial Statements of Sports Entertainment Acquisition Corp.
Consolidated Balance Sheet, page F-3
2.We note from your disclosure in Note 4 that you sold 45,000,000 Class A common shares
in your initial public offering but your balance sheet indicates that only 38,534,538 Class
A shares are subject to possible redemption and are classified as mezzanine equity in your
balance sheet.  Since all of the Class A shares sold in your initial public offering have the
same redemption rights, we do not believe it is appropriate for the number of Class A
shares sold in the initial public offering to be different than the number of shares disclosed
as being subject to repurchase in the balance sheet or statement of stockholders’ equity
based on ASC 480-10-S99-3A.  Also, the amount classified as mezzanine equity should
be accreted to redemption value using one of the following methods as outlined
in paragraph 15 of ASC 480-10-S99-3A:

•Accrete changes in the redemption value over the period from the date of issuance (or
from the date that it becomes probable that the instrument will become redeemable, if
later) to the earliest redemption date of the instrument using an appropriate
methodology, usually the interest method.  Changes in the redemption value are
considered to be changes in accounting estimates.
•Recognize changes in the redemption value (for example, fair value) immediately as
they occur and adjust the carrying amount of the instrument to equal the redemption
value at the end of each reporting period.  This method would view the end of the
reporting period as if it were also the redemption date for the instrument.

Please revise your financial statements for all periods presented so they present the Class
A shares in a manner consistent with that used in your Form 10-Q for the quarter ended
September 30, 2021. Your earnings per share for all periods presented should also be
revised so they are calculated in a manner consistent with that used in your Form 10-Q for
the quarter ended September 30, 2021.  If you do not believe that there is a material error
in the financial statements included in this registration statement, please provide us with
your materiality analysis pursuant to SAB 99.  In addition, please explain how you
concluded there was not a material weakness in your internal control over financial
reporting and both your internal control over financial reporting and disclosure controls
and procedures were effective as of September 30, 2021.
Consolidated Financial Statements of SGHC Limited
Notes to Consolidated Financial Statements
4. Business Combinations, page F-73
3.Please disclose the details of the contingent obligations described in your response to
comment 11 as previously requested and as required under paragraph 86 of IAS 37.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 November 18, 2021 Page 3
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
November 18, 2021
Page 3
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rachel D. Phillips, Esq.

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 T: +1 415
693 2177

 dpeinsipp@cooley.com

 November 12, 2021

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

 Re: Super Group (SGHC) Ltd

Amendment No.1 to Registration Statement on Form F-4

Filed October 27, 2021

File No. 333-259395

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated November 5, 2021, with respect to the Amendment No.1 to Registration Statement on Form F-4 filed with the Commission on October 27, 2021, File No. 333-259395 (such Registration Statement the “Registration Statement” and such
amendment “Amendment No. 1”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 2 to the Registration Statement (“Amendment
No. 2”).

 For your convenience, each response is prefaced by the exact text of the
Staff’s corresponding comment. All references to page numbers and captions correspond to the Amendment No. 2, unless otherwise specified.

Amendment No.1 to Registration Statement on Form F-4 Filed October 27, 2021

Cover Page

1.
 We note your revised disclosure in response to our prior comment 4 and reissue our comment in part. Please
revise to consistently disclose the Founders’ total potential ownership interest assuming exercise and conversion of all dilutive securities. In this regard, we note that on your cover page and in your summary and Q&A sections, you have not
included the SEAC Warrants.

 RESPONSE:    The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on the prospectus cover and pages 2, 5 and 19.

 What happens to the funds deposited in the trust
account after consummation of the Business Combination?, page 8

2.
 We note your response to our prior comment 8 and reissue our comment in part. Please disclose the effective
underwriting fee on a percentage basis for shares assuming the mid-point redemption of Outstanding Public Shares.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
8 and 82.

 Securities and Exchange Commission

November 12, 2021

  Page
 2

 Risk Factors

Our stockholders will experience immediate dilution..., page 96

3.
 We reissue our prior comment 7. Here, or in a separate discussion in the filing, please revise to include
tabular disclosure of all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination. Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by the Founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

 RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised
the disclosure on pages 19, 20, 21, 98 and 112.

 Redemption Rights, page 105

4.
 We reissue our prior comment 10. Please quantify the value of the SEAC warrants, based on recent trading
prices, that may be retained by redeeming stockholders, assuming maximum redemptions, and identify any material resulting risks.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
107.

 The Board’s Reasons for the Approval of the Business Combination, page 123

5.
 Please disclose in your filing the information you provided in part (iv) of your response to our prior
comment 26.

 RESPONSE:    The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page 127.

 Certain Forecasted Financial Information for the Company, page 126

6.
 We note your revised disclosure and response to our prior comment 19. Please further revise your disclosure to
quantify, where applicable, the assumed growth rate or the change relied upon in preparing the underlying assumptions for the Company’s revenue projections. Disclose whether or not the projections are in line with historical operating trends or
growth rates and, if not, explain why the change in trends is appropriate.

 RESPONSE:    The
Company respectfully advises the Staff that disclosure has been revised on pages 128 and 129 to incorporate (a) quantification of implied rates of growth in projected new customers acquired in 2021 and 2022; (b) quantification of adjustments
applied, for sake of conservatism, to assumed deposits (and consequently revenues) per customer per month; and (c) confirmation that no further changes from the Company’s historic operating trends were relied upon in respect of any of the
other assumptions used in the Company’s revenue projections.

 In addition, a statement has been included on pages 128 and 129 to the
effect that the projections are in line with historical operating trends and growth rates, with (in the opinion of the Company’s management) a reasonable degree of conservatism incorporated in respect of items (a) and (b) above.

 Securities and Exchange Commission

November 12, 2021

  Page
 3

 Selected Historical Financial Information of SEAC, page 179

7.
 Please revise to include balance sheet and statement of operations data for SEAC as of June 30, 2021 and
for the six month period ended June 30, 2021.

 RESPONSE:    The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 180 and 181.

 Notes to Unaudited Pro Forma Condensed Combined
Financial Information

 Note 2 - Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 240

8.
 We note the changes made to footnotes 2(aa) and 2(ff) in response to comment 31 but do not believe your
revisions were fully responsive to our comment. Please revise to also disclose the interest rates on the debt repaid that were used to calculate the pro forma adjustments to interest expense.

RESPONSE:    The Company respectfully advises the Staff that Notes 2(aa) and 2(ff) of the Unaudited Pro Forma
Condensed Combined Financial Information have been updated on pages 246 and 247 to disclose the interest rates on the debt repaid that were used to calculate the pro forma adjustments to interest expense.

Super Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 261

9.
 In your discussion of your results of operations on pages 264 and 265, including your discussion of general and
administrative expenses, depreciation and amortization, income tax expense and net profit you refer to your results of operations for the “years ended June 30, 2021 and June 30, 2020” when it appears you are actually discussing
your results for the half year periods then ended. Please advise or revise as appropriate.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
264, 266, 267 and 269.

 Consolidated Financial Statements of SGHC Limited

Notes to Consolidated Financial Statements

4. Business Combinations, page F-73

10.
 In your response to comment 40, you state that you considered the uncertainty surrounding short-term licensing
agreement as a potential reason for the negative goodwill. If you believe that such uncertainty relating to an asset contributes to negative goodwill, it appears you may not have properly valued the asset. Please revise or advise.

 RESPONSE:    The Company respectfully advises the Staff that the Company has amended Note 4
to the Consolidated Financial Statements of SGHC Limited on page F-73 to remove reference to the uncertainty surrounding short-term licensing agreements as a potential reason for the negative goodwill as this
asset has been appropriately valued in accordance with IFRS 3, and, as such, the uncertainty of the short-term licensing agreements do not contribute to the bargain purchase.

 Securities and Exchange Commission

November 12, 2021

  Page
 4

11.
 Please disclose the details of the contingent obligations you reference in your response to comment 40 and
explain why you are unable to estimate their fair values.

 RESPONSE:    The Company
respectfully advises the Staff that the following contingent obligations existed as of the acquisition date, which are still ongoing, and resulted in contingent liabilities present in the acquisitions of Gazelle and City Views, each of which’s
fair value could not be determined in accordance with IFRS 3:

•

 The following contingent obligations are relevant to bargain purchase arising from the acquisition of Gazelle:

 In a number of African countries in which the Group operates (namely Uganda, Ghana and Zambia), contingent obligations
exist in respect of the application of local indirect taxes (withholding tax and or VAT) to winnings. In each country there is a lack of clarity in respect of the definition of winnings and whether this applies to the amount staked as a bet by the
customer or whether this is the net amount won by the customer. The lack of clarity on how the taxes should be calculated, along with further uncertainty over the periods from which these taxes are effective, means that it is not possible to
reliably estimate the fair value of these contingent obligations. In accordance with IFRS 3 Business Combinations paragraph 23, this inability to reliably estimate the obligation results in a contingent liability that is not recognized.

•

 The following contingent obligations are relevant to bargain purchase recognized arising from the acquisition of
City Views:

 Austria – Customer Claims

Certain subsidiaries of the Group have received a relatively small number of claims for the refund of losses from customers who are contesting
the ability of Companies to operate in Austria. Whilst the Group believes it is legally entitled to operate in Austria through its Maltese license and is actively looking for a referral of this matter to the European Court of Justice, there is a
contingent liability in respect of this matter. As at the date of acquisition and to date it is inherently uncertain as to whether there would be further claims from customers and whether the Company will be able to successfully defend the claims
– for this reason, the Company cannot at this time make a reliable estimate of the contingent liability. In accordance with IFRS 3 Business Combinations paragraph 23, this inability to reliably estimate the obligation results in a contingent
liability that is not recognized.

 Other regions

There are various indirect taxes within other countries impacting the acquisition of City Views, where there is a lack of clarity around these
regulations. Based on professional advice and no further guidance from the revenue authorities, these indirect taxes, at the date of acquisition, cannot be measured reliably. In accordance with IFRS 3 Business Combinations paragraph 23, this
inability to reliably estimate the obligation results in a contingent liability that is not recognized.

*        *        *
 *        *

 Securities and Exchange Commission

November 12, 2021

  Page
 5

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact David G. Peinsipp of Cooley LLP at +1 415-693-2177.

Very truly yours,

Cooley LLP

 /s/ David G. Peinsipp

David G. Peinsipp

 Enclosures

cc:
 Justin Stock, Cooley LLP

 Garth Osterman, Cooley LLP

 Miguel Vega, Cooley LLP

 Carl Marcellino, Ropes & Gray LLP

 Paul Tropp, Ropes & Gray LLP

 Rachel Phillips, Ropes & Gray LLP

United States securities and exchange commission logo
November 5, 2021
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed October 27, 2021
File No. 333-259395
Dear Mr. Menashe:
            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 October 7, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed October 27, 2021
Cover Page
1.We note your revised disclosure in response to our prior comment 4 and reissue our
comment in part.  Please revise to consistently disclose the Founders' total potential
ownership interest assuming exercise and conversion of all dilutive securities.  In this
regard, we note that on your cover page and in your summary and Q&A sections, you
have not included the SEAC Warrants.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 November 5, 2021 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
November 5, 2021
Page 2
What happens to the funds deposited in the trust account after consummation of the Business
Combination?, page 8
2.We note your response to our prior comment 8 and reissue our comment in part.
Please disclose the effective underwriting fee on a percentage basis for shares
assuming the mid-point redemption of Outstanding Public Shares.
Risk Factors
Our stockholders will experience immediate dilution..., page 96
3.We reissue our prior comment 7.  Here, or in a separate discussion in the filing, please
revise to include tabular disclosure of all possible sources and extent of dilution that
shareholders who elect not to redeem their shares may experience in connection with the
Business Combination.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by the Founders, convertible securities,
including warrants retained by redeeming shareholders, at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions.
Redemption Rights, page 105
4.We reissue our prior comment 10.  Please quantify the value of the SEAC warrants, based
on recent trading prices, that may be retained by redeeming stockholders, assuming
maximum redemptions, and identify any material resulting risks.
The Board's Reasons for the Approval of the Business Combination, page 123
5.Please disclose in your filing the information you provided in part (iv) of your response to
our prior comment 26.
Certain Forecasted Financial Information for the Company, page 126
6.We note your revised disclosure and response to our prior comment 19.  Please further
revise your disclosure to quantify, where applicable, the assumed growth rate or the
change relied upon in preparing the underlying assumptions for the Company's revenue
projections.  Disclose whether or not the projections are in line with historical operating
trends or growth rates and, if not, explain why the change in trends is appropriate.
Selected Historical Financial Information of SEAC, page 179
7.Please revise to include balance sheet and statement of operations data for SEAC as of
June 30, 2021 and for the six month period ended June 30, 2021.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Financial Information, page 240
8.We note the changes made to footnotes 2(aa) and 2(ff) in response to comment 31 but do

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 November 5, 2021 Page 3
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
November 5, 2021
Page 3
not believe your revisions were fully responsive to our comment.  Please revise to also
disclose the interest rates on the debt repaid that were used to calculate the pro forma
adjustments to interest expense.
Super Group's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 261
9.In your discussion of your results of operations on pages 264 and 265, including your
discussion of general and administrative expenses, depreciation and amortization, income
tax expense and net profit you refer to your results of operations for the "years ended June
30, 2021 and June 30, 2020" when it appears you are actually discussing your results for
the half year periods then ended.  Please advise or revise as appropriate.
Consolidated Financial Statements of SGHC Limited
Notes to Consolidated Financial Statements
4. Business Combinations, page F-73
10.In your response to comment 40, you state that you considered the uncertainty
surrounding short-term licensing agreement as a potential reason for the negative
goodwill.  If you believe that such uncertainty relating to an asset contributes to negative
goodwill, it appears you may not have properly valued the asset.  Please revise or advise.
11.Please disclose the details of the contingent obligations you reference in your response to
comment 40 and explain why you are unable to estimate their fair values.
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rachel D. Phillips, Esq.

CORRESP
1
filename1.htm

CORRESP

 Super Group (SGHC) Ltd

Bordeaux Court, Les Echelons

 St.
Peter Port, Guernsey, GY11AR

 October 27, 2021

Division of Corporation Finance

 Office of Financial Services

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Super Group (SGHC) Ltd

Registration Statement on Form F-4

Filed on September 9, 2021

File No. 333-259395

Ladies and Gentlemen:

 Set forth below are the
responses of Super Group (SGHC) Ltd (the “Company,” “Super Group,” “we,” “us” or “our”) to comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated October 7, 2021, with respect to the Registration Statement on Form F-4 filed with the Commission on September 9, 2021, File No. 333-259395 (such Registration Statement, the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Registration Statement, unless otherwise specified.

 Registration Statement on Form F-4

 Letter to Stockholders

1.
 Here, on the prospectus cover, in your prospectus summary, and elsewhere, as applicable, please clarify
the maximum aggregate cash consideration payable to the Pre-Closing Holders pursuant to the Repurchase. Please also disclose the earnout consideration.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
1, 2 and 16 in addition to the prospectus cover, to note that the maximum number of shares that can be repurchased by the Company pursuant to the Repurchase, is 50,171,438, each of which will be repurchased for $10 per share, for a maximum aggregate
cash consideration of $501,714,380. The earnout consideration will consist solely of shares of the Company, with a maximum aggregate number of earnout shares issuable to the Pre-Closing Holders of 48,314,251.
As to the earnout consideration, the earnout shares will become issuable in three tranches upon the satisfaction of the triggering event applicable to such tranche, with a maximum of 12,078,559 shares being issuable upon satisfaction of the first
triggering event, 12,078,559 issuable upon satisfaction of the second triggering event, and 24,157,133 issuable upon satisfaction of the third triggering event.

 Securities and Exchange Commission

October 27, 2021

  Page
 2

 Summary of the Proxy Statement/Prospectus, page 13

2.
 Please include in this section the disclosure required by Item 3(b) of Form F-4 with respect to SGHC. In addition, provide disclosure required by Item 3(i) of Form F-4.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
13 to note that the Company is a leading global online sports betting and gaming operator. Super Group’s mission is to responsibly provide first-class entertainment to the worldwide online betting and gaming community. Super Group’s global
online sports betting and casino gaming services are delivered to customers by way of two primary product offerings: (i) Betway, a single-brand premier online sports betting offering, and (ii) Spin, a multi-brand online casino offering.
See “Business of Super Group — Overview”.

 The Company has also added disclosure on page 14 to note that the U.K.
City Code on Takeovers and Mergers (the “Takeover Code”), applies, among other things, to an offer for a company whose registered office is in the Channel Islands even those whose securities are not admitted to trading on a
regulated market or a multilateral trading facility in the United Kingdom or any stock exchange in the Channel Islands or the Isle of Man, if (i) the company, having regard to the residency of our directors, is considered by the Panel on Takeovers
and Mergers (the “Takeover Panel”), to have its place of central management and control in the United Kingdom or the Channel Islands or the Isle of Man. This is known as the “residency test”; and (ii) dealings and/or
prices at which persons were willing to deal in any of the securities of the company have been published on a regular basis for a continuous period of at least six months. The test for central management and control under the Takeover Code is
different from that used by the UK and Guernsey tax authorities. Under the Takeover Code, the Takeover Panel will determine whether for the purposes of the Takeover Code we have our place of central management and control in the United Kingdom, the
Channel Islands or the Isle of Man by looking at various factors, including the structure of our board of directors and where they are resident.

NewCo will not be subject to the Takeover Code upon the Closing, but is likely after the expiry of six months of the Closing to become subject
to the Takeover Code unless the majority of our directors reside outside the UK, Channel Islands or Isle of Man. Based upon our current and intended plans for our directors, for the purposes of the Takeover Code, we anticipate that the residency
test will not be met before the expiry of six months from Completion. Therefore, the Takeover Code should not apply to us. NewCo may in the future become subject to the Takeover Code in the event of other changes in the board’s composition,
changes to the Takeover Code or other relevant change of circumstances.

3.
 Please add a footnote to the table on page 33 to provide the market value of the securities of SEAC (on
an historical basis) as of the date preceding public announcement of the proposed transaction. Refer to Item 3(g) of Form S-4.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
36.

 Equity Ownership Upon Closing , page 18

4.
 Please revise your disclosure regarding the ownership of the post-combination company to:

•

 offer at least one additional redemption scenario in between those you currently present;

•

 show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders; and

 Securities and Exchange Commission

October 27, 2021

  Page
 3

•

 disclose the Founders’ total potential ownership interest assuming exercise and conversion of all
dilutive securities. In this regard, we note that you exclude the shares underlying the SEAC Warrants and the Earnout Shares when calculating these percentages.

Please make conforming revisions throughout your filing, including your prospectus cover where you only disclose the ownership interests
of SEAC public stockholders.

 RESPONSE:    The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on the prospectus cover and pages 2, 5, 16, 30, 33, 34, 81, 109, 110, 111, 132, 182, 183 and 231-245.

 Risk
Factors, page 34

5.
 Please highlight the risk that the Sponsor will benefit from the completion of the Business Combination
and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
80.

6.
 Disclose the material risks to unaffiliated investors presented by taking the company public through a
merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has added
disclosure on pages 91 and 92 to clarify that unaffiliated investors are subject to certain material risks as a result of the Company going public through a merger rather than through an underwritten offering.

Our stockholders will experience immediate dilution..., page 93

7.
 Here, or in a separate discussion in the filing, please revise to disclose all possible sources and
extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by the
Founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

 Securities and Exchange Commission

October 27, 2021

  Page
 4

 RESPONSE:    The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 96.

8.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Here, or in
a separate section in the filing, revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
8, 80 and 81.

 Record Date; Persons Entitled to Vote, page 99

9.
 We note your disclosure that in addition to the shares held by the Founders, SEAC needs 16,875,001 or
approximately 37.5% of the 45,000,000 outstanding public shares to be voted in favor of the Business Combination (assuming all outstanding public shares are voted) in order to have it approved. Please provide comparable disclosure assuming only a
valid quorum is established.

 RESPONSE:    The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 103.

 Redemption Rights, page 101

10.
 Please update this section to quantify the value of warrants, based on recent trading prices, that may be
retained by redeeming stockholders, assuming maximum redemptions, and identify any material resulting risks.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
106.

 The Business Combination Proposal, page 105

11.
 Please include a more robust discussion of the regulatory approvals necessary to complete the Business
Combination.

 RESPONSE:    The Company respectfully acknowledges the Staff’s
comment and has added disclosure on page 133 to describe that the Company is required to obtain the approval of (i) the Great Britain Gaming Commission (“GBGC”) and (ii) the Malta Gaming Authority, in each case approving
an internal reorganization that occurred on October 8, 2020 when SGHC acquired Pindus Holdings Limited, which resulted in a change of control of subsidiaries of the Company that are licensed in those jurisdictions that occurred prior to the
transactions contemplated by the BCA. Both of these approvals have been obtained by the Company, so this requirement has been satisfied.

The Business Combination, as contemplated by the BCA, does not require prior approval from the GBGC; however, as part of the Reorganization,
NewCo will be inserted between SGHC and its existing shareholders which will amount to a change of control as defined within British gambling laws. This will constitute the only change of control, relevant to the GBGC licenses, resulting from the
Business Combination. While approval of this change of control is not needed in advance of it occurring, prior approval was sought from the GBGC on May 14, 2021. For the avoidance of doubt, such approval is not needed for Closing.

 Securities and Exchange Commission

October 27, 2021

  Page
 5

 Further to the above, the BCA requires that the following regulatory actions shall
not have occurred prior to Closing: (i) the GBGC indicates that it is “minded to refuse” the change of control application filed in connection with the transactions contemplated by the BCA; (ii) the GBGC indicates
that it is “minded to commence” a review of the Company under certain provisions of the UK Gambling Act of 2005 in the event the transactions contemplated by the BCA close; (iii) the MGA indicates that it “manifests a clear
intention to refuse” the change of control application to be filed in connection with the transactions contemplated by the BCA; or (iv) the MGA indicates that it is likely to commence a compliance review under certain sections of the Malta
Gaming Compliance and Enforcement Regulations. At this time, the MGA has been provided with the detail of the Business Combination, and the transactions contemplated by the BCA, and has to date not given any indication of an intention to refuse such
change of control, nor that it intends to open any investigation. Furthermore, the Company has not received any indication from the GBGC that the GBGC application will not be approved or that the GBGC intends to open an investigation.

Background of the Business Combination, page 109

12.
 SEAC’s current charter waives the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted SEAC’s search for an acquisition target. In addition, please revise this section to include any discussions with SGHC and Mr. Burns relating to the waiver of the corporate opportunities doctrine
that you indicate will be included in NewCo’s charter upon consummation of the Business Combination.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
125. The Company supplementally advises the Staff that disclosure has been added to page 120 regarding restrictions on Mr. Grubman’s and Mr. Collins’ participation in the gaming industry. However, SEAC did not specifically discuss the
waiver of the corporate opportunities doctrine in NewCo’s charter.

13.
 We note your disclosure that SEAC considered 90 potential business combination targets in the sports and
entertainment sectors and ultimately entered into NDAs with five potential targets. Please discuss in greater detail the extent of the engagements with those five potential targets, the reasons SEAC believed SGHC was the most attractive target, and
the factors considered in dismissing the other alternative candidates considered.

RESPONSE:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
113 and 114.

14.
 We note your disclosure that SEAC engaged Goldman Sachs and PJT to provide financial advice on targeting
and lead generation generally, and to assist with SEAC’s preparation of financial models in connection with its evaluation of potential targets. Please tell us whether these financial advisors delivered any reports to SEAC’s board that
were materially related to the transaction.

 RESPONSE:    The Company supplementally
advises the Staff that Goldman Sachs and PJT were engaged by SEAC to provide financial advisory services. In the course of that engagement, as already highlighted in the “Background of the Business Combination” section, at the
direction of SEAC, Goldman Sachs and PJT reviewed with the SEAC Board certain publicly available benchmarking information and other information at the meetings of the SEAC Board on January 29, 2021, March 30, 2021 and April 20, 2021.
(See pages 118, 121, 122 and 123 in the “Background of the Business Combination.”) GS and PJT did not, however, deliver to the SEAC Board any reports or opinions that were materially related to the transaction.

 Securities and Exchange Commission

October 27, 2021

  Page
 6

15.
 We note that starting December 31, 2020, the parties exchanged a number of term sheets and proposals
which culminated in an executed term sheet on January 29, 2021. Please revise the respective discussions to discuss the material terms of the exchanged term sheets, proposals or any feedback

United States securities and exchange commission logo
October 7, 2021
Neal Menashe
Chief Executive Officer
Super Group (SGHC) Ltd
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Re:Super Group (SGHC) Ltd
Registration Statement on Form F-4
Filed September 9, 2021
File No. 333-259395
Dear Mr. Menashe:
            We have reviewed your 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.
Registration Statement on Form F-4
Letter to Stockholders
1.Here, on the prospectus cover, in your prospectus summary, and elsewhere, as applicable,
please clarify the maximum aggregate cash consideration payable to the Pre-Closing
Holders pursuant to the Repurchase.  Please also disclose the earnout consideration.
Summary of the Proxy Statement/Prospectus, page 13
2.Please include in this section the disclosure required by Item 3(b) of Form F-4 with
respect to SGHC. In addition, provide disclosure required by Item 3(i) of Form F-4.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 October 7, 2021 Page 2
 FirstName LastName
Neal Menashe
Super Group (SGHC) Ltd
October 7, 2021
Page 2
3.Please add a footnote to the table on page 33 to provide the market value of the securities
of SEAC (on an historical basis) as of the date preceding public announcement of the
proposed transaction.  Refer to Item 3(g) of Form S-4.
Equity Ownership Upon Closing , page 18
4.Please revise your disclosure regarding the ownership of the post-combination company
to:

•offer at least one additional redemption scenario in between those you currently
present;
•show the potential impact of redemptions on the per share value of the shares owned
by non-redeeming shareholders; and
•disclose the Founders' total potential ownership interest assuming exercise and
conversion of all dilutive securities. In this regard, we note that you exclude
the shares underlying the SEAC Warrants and the Earnout Shares when calculating
these percentages.

Please make conforming revisions throughout your filing, including your prospectus cover
where you only disclose the ownership interests of SEAC public stockholders.
Risk Factors, page 34
5.Please highlight the risk that the Sponsor will benefit from the completion of the Business
Combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
6.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Our stockholders will experience immediate dilution..., page 93
7.Here, or in a separate discussion in the filing, please revise to disclose all possible sources
and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the Business Combination.  Provide disclosure of the
impact of each significant source of dilution, including the amount of equity held by the
Founders, convertible securities, including warrants retained by redeeming shareholders,
at each of the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
8.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Here, or in a separate section in the filing, revise your disclosure to disclose
the effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.

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Record Date; Persons Entitled to Vote, page 99
9.We note your disclosure that in addition to the shares held by the Founders, SEAC needs
16,875,001 or approximately 37.5% of the 45,000,000 outstanding public shares to be
voted in favor of the Business Combination (assuming all outstanding public shares are
voted) in order to have it approved.  Please provide comparable disclosure assuming only
a valid quorum is established.
Redemption Rights, page 101
10.Please update this section to quantify the value of warrants, based on recent trading prices,
that may be retained by redeeming stockholders, assuming maximum redemptions, and
identify any material resulting risks.
The Business Combination Proposal, page 105
11.Please include a more robust discussion of the regulatory approvals necessary to complete
the Business Combination.
Background of the Business Combination, page 109
12.SEAC’s current charter waives the corporate opportunities doctrine.  Please address this
potential conflict of interest and whether it impacted SEAC's search for an acquisition
target.  In addition, please revise this section to include any discussions with SGHC and
Mr. Burns relating to the waiver of the corporate opportunities doctrine that you indicate
will be included in NewCo's charter upon consummation of the Business Combination.
13.We note your disclosure that SEAC considered 90 potential business combination targets
in the sports and entertainment sectors and ultimately entered into NDAs with five
potential targets. Please discuss in greater detail the extent of the engagements with those
five potential targets, the reasons SEAC believed SGHC was the most attractive target,
and the factors considered in dismissing the other alternative candidates considered.
14.We note your disclosure that SEAC engaged Goldman Sachs and PJT to provide financial
advice on targeting and lead generation generally, and to assist with SEAC’s preparation
of financial models in connection with its evaluation of potential targets.  Please tell us
whether these financial advisors delivered any reports to SEAC's board that were
materially related to the transaction.
15.We note that starting December 31, 2020, the parties exchanged a number of term sheets
and proposals which culminated in an executed term sheet on January 29, 2021.  Please
revise the respective discussions to discuss the material terms of the exchanged term
sheets, proposals or any feedback or negotiations related thereto in greater detail.  Please
also revise to provide more detail regarding the negotiation of material terms of the
transaction and ancillary agreements that occurred after the term sheet was executed,
including, but not limited to, the type and breakdown of consideration to be paid to the

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SGHC sellers, the earnout shares, the financial projections and any discussions relating to
the assumptions underlying such projections, the director nomination rights and board
composition, the amendment to the SEAC warrants, and the other ancillary agreements.
In this regard, we note that the included summaries are brief and do not present a clear
understanding of how the parties negotiated the material terms of the proposed business
combination.  In your revised disclosure, explain the reason and significance of the issues
and terms discussed, each party's position on such issues, and how you reached agreement
on the final terms.
16.We note that SEAC engaged in an extended period of due diligence from January 31,
2021 through April 21, 2021.  Please disclose if and how that due diligence effort
impacted the terms of the transaction.
The Board's Reasons for the Approval of the Business Combination, page 117
17.Please revise your disclosure in this section to state with more specificity how certain of
these factors supported the board's decision to recommend approval of the business
combination.  For example, it's unclear what metrics in particular the board considered
when benchmarking SGHC’s performance and whether those peer companies were the
same companies used in the comparable companies analysis discussed on page 122.
Certain Forecasted Financial Information for the Company, page 119
18.We note the investor presentation that was included in the 8-K SEAC filed on April 26,
2021. We note the presentation includes a similar comparable company analysis to the
analysis discussed on page 122 and also includes additional analyses related to SGHC’
financial profile and valuation. Please tell us whether the analyses contained in the
investor presentation are different from the analyses included in your filing.  If so, please
include such analyses in your filing, explain the material differences, and clarify whether
the Board considered the additional analyses in recommending that the
SEAC shareholders approve the transaction.
19.Please quantify the underlying assumptions made by SGHC’s management in preparing
these projections that are discussed on pages 120-121.
Interests of SEAC's Directors and Officers in the Business Combination, page 124
20.Please revise your disclosure here and elsewhere in your filing, as applicable, to include:

•the market value of the SEAC private placement warrants currently owned by the
Sponsor, PJT Holdings, and any other Founders;
•the value of the out of pocket expenses incurred by the Sponsor, directors, officers
and their affiliates that are subject to reimbursement;
•the approximate value of Sponsor's and any other Founder's ownership interest in
NewCo assuming the completion of the business combination and based on the
transaction value of the business combination as compared to the price paid by

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Sponsor and any other Founder for its ownership interest in SEAC; and
•clarify whether the Sponsor can earn a positive rate of return on its investment, even
if other SEAC shareholders experience a negative rate of return in the post-business
combination company.
21.Please include comparable disclosure for the directors and executive officers of SGHC.
Refer to Item 18(a)(5)(i) of Form F-4.
Tax Consequences of the Merger to U.S. Holders, page 130
22.We note your disclosure that the Merger "should" qualify as a transaction described in
Section 351 of the Internal Revenue Code and therefore no gain or loss will be recognized
by a U.S. Holder that owns only shares of SEAC Class A Shares and that exchanges such
shares for NewCo Ordinary Shares pursuant to the Merger.  Please disclose the reasons
why counsel is not able to give a firm opinion.  In addition, please tell us why counsel
cannot similarly issue a "should" or "more likely than not" opinion regarding the tax
treatment of the Merger as a transaction qualifying as a Reorganization and related
consequences for holders of SEAC public warrants.  Lastly, please remove language
stating that this section covers "certain" tax consequences or that this is a "discussion" or
"summary."  Refer to Section III of Staff Legal Bulletin 19.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 176
23.Please revise to also disclose pro forma profit or loss for the year ended December 31,
2020 assuming no redemptions and maximum redemptions.
Information About Management, Directors and Nominees
Board Composition, page 179
24.Please disclose whether the Sponsor and the Sellers, including Knutsson Ltd., will
continue to have director nomination rights after NewCo's directors are appointed at
Closing.
SEAC's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Warrant Liabilities, page 197
25.Given that SEAC prepares its financial statements in accordance with US GAAP, please
explain why it is accounting for its warrants in accordance with IAS 32 as indicated in the
first paragraph on page 197.  Please advise or revise as appropriate.
SGHC's Opportunity and Large and Expanding Total Addressable Market, page 200
26.Please revise this section and other applicable disclosure to more clearly describe the
assumptions relating to SGHC's total addressable market and related expansion plans, the

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current status of pending regulatory approvals and licenses, and general timing for receipt
of such approvals. For example:

•You disclose that "the Company holds licenses in 22 jurisdictions, excluding up to 10
jurisdictions in which DGC USA has obtained initial agreed market access deals in
the United States, and is currently applying for or negotiating licenses in other states
and jurisdictions," but it is not clear (i) whether those licenses include both online
casino gaming and online sports betting, (ii) what specifically "market access"
entails, or (iii) the status of approvals and jurisdictions where the company is
currently in the process of applying for or negotiating additional licenses;
•You disclose that "as of June 30, 2021, the Betway brand (operated by licensee, DGC
USA) is live in Colorado, Indiana and Pennsylvania and work is underway for
Betway to go live in both Iowa and New Jersey by the end of the third quarter of
2021. An agreement is also in place for the provision of an additional casino brand in
Pennsylvania," but it is not clear in which five other jurisdictions DGC USA has
"market access";
•You disclose that "management believes that incremental legalization and regulation
of online casino and sports wagering, derived from governments’ desire to protect
consumers and increase tax revenues, will create global opportunities for the
company to expand into newly regulated markets worldwide," but the timing for this
expansion and market penetration is not clear; and
•You disclose that the valuation discussions between SEAC and SGHC involved
accounting for additional value for SGHC's opportunity to enter the U.S. market and
that SEAC's board considered SGHC's large TAM and significant growth
opportunity in both the United States and internationally as a positive factor in
approving the Business Combination, but it is not clear which specific jurisdictions
were contemplated or the approximate timeline for receiving approval and entering
those markets.
Partnerships, Suppliers and Strategic Collaborations
Relationship with Apricot, page 211
27.Please disclose the term and termination provisions for each of SGHC's agreements with
Apricot.  Please file the agreements as exhibits to the registration statement, or tell us why
you are not required to do so.  Refer to Item 21(a) of Form F-4 and Item 601 of
Regulation S-K.
Other Partnerships, Suppliers and Strategic Collaborations, page 212
28.Please disclose the material terms of SGHC's agreements with its significant suppliers for
sports data and content for the company’s websites and apps, any agreements with its
brand partners, such as English Premier League’s West Ham United, and any agreements
with land-based gaming operators upon which the company relies for entry into markets
where a land-based license or partner is prerequisite for market access.

 FirstName LastNameNeal Menashe
 Comapany NameSuper Group (SGHC) Ltd
 October