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.
Neal Menashe
FirstName LastNameNeal Menashe
Super Group (SGHC) Limited
Comapany
April NameSuper Group (SGHC) Limited
11, 2022
April 211, 2022 Page 2
Page
FirstName LastName
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.
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
FirstName LastNameNeal Menashe
disclosure on page 25 that "SEAC does not expect to generate any
operating revenues
Comapany
untilNameSuper Group (SGHC)
after the completion Limited
of the initial business combination at the
earliest." This
statement
April 11, should
2022 Page 3 be updated given that the business combination was
completed.
FirstName LastName
Neal Menashe
FirstName LastNameNeal Menashe
Super Group (SGHC) Limited
Comapany
April NameSuper Group (SGHC) Limited
11, 2022
April 411, 2022 Page 4
Page
FirstName LastName
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