United States securities and exchange commission logo
November 16, 2021
Gianluca Tagliabue
Chief Financial Officer
Ermenegildo Zegna Holditalia S.p.A.
Viale Roma 99/100
13835 Valdilana loc. Trivero
Italy
Re: Ermenegildo Zegna
Holditalia S.p.A.
Amendment No. 2 to
Registration Statement on Form F-4
Filed November 2,
2021
File No. 333-259139
Dear Mr. Tagliabue:
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.
Amendment No. 2 to Form F-4 filed November 2, 2021
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation, page 212
1. Please revise the
disclosures related to the Deal-Contingent Forward to more fully address
the following: explain
why IIAC entered into the agreement; explain how the agreement
will be accounted for;
explain the potential risks and consequences of the agreement; and
quantify the current
impact of the agreement on the pro forma financial statements,
including the potential
impact of changes in the exchange rate prior to the Close.
Gianluca Tagliabue
FirstName LastNameGianluca Tagliabue
Ermenegildo Zegna Holditalia S.p.A.
Comapany 16,
November NameErmenegildo
2021 Zegna Holditalia S.p.A.
November
Page 2 16, 2021 Page 2
FirstName LastName
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment (M), page 220
2. We note your response to prior comment 4, including the
reconciliations of Adjusted
Historical IIAC to Net Assets of IIAC at June 30, 2021; however, it
appears to us that
Total assets, under both the no redemption and maximum redemption
scenarios, should
reflect the total assets of IIAC presented in their balance sheet at
June 30, 2021.
IIAC Unaudited Financial Statements, page F-2
3. Please provide updated unaudited interim financial statements for
IIAC. Refer to General
Instruction C.1(d) of Form F-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 Dale Welcome at 202-551-3865 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Perry Hindin at 202-551-3444 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Scott D Miller