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.
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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 |