United States securities and exchange commission logo
June 8, 2022
Stephan Zoll
Chief Executive Officer
SIGNA Sports United N.V.
Kantstra e 164, Upper West
10623 Berlin, Federal Republic of Germany
Re: SIGNA Sports United
N.V.
Registration
Statement on Form F-1
Filed May 13, 2022
File No. 333-264912
Dear Mr. Zoll:
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.
Form F-1 filed May 13, 2022
General
1. Revise the cover page
and throughout the prospectus to clarify whether you are registering
a primary issuance or a
resale of the 1,800,000 ordinary shares. You suggest on the
prospectus cover page
and in various places throughout the prospectus that you are
attempting to register
both a primary issuance and the resale of the 1,800,000 shares. For
example, we note your
disclosure on the cover page that "This prospectus relates to the
issuance by us of up to
1,800,000 ordinary shares...;" however, you disclose on page ii
that this is a shelf
registration and "The Selling Securityholders may use the shelf
registration statement
to sell up to 1,800,000 Ordinary Shares..."
2. Please revise the
prospectus to include all material terms of the Cash to Equity Bonus
Conversion. In
addition, file the agreements relating to the Cash to Equity Bonus
Stephan Zoll
SIGNA Sports United N.V.
June 8, 2022
Page 2
Conversion as exhibits to the registration statement or tell us why
you are not required to
do so.
3. Please supplementally tell the Staff, with a view toward disclosure,
whether the private
placement of the ordinary shares is complete and the reasons that it
is complete. We note
on page 6 that "Cash to Equity Bonus Conversion" is the "conversion of
certain cash
bonus payments to a corresponding number of Ordinary Shares...to be
issued..."
(emphasis added). In addition, we note the statement on page 3 of the
Exhibit 5.1 legal
opinion that "[s]ubject to receipt by the Company of payment in full
for, or otherwise
satisfaction in full of the payment obligation in respect of the Cash
to Equity Conversion
Shares, and when issued and accepted in accordance with the
Resolutions and the
Reviewed Documents, the Cash to Equity Conversion Shares will be
validly issued, fully
paid, and non-assessable" (emphasis added). Also please revise your
disclosure to clarify
whether the conversion formula results in a fixed amount and is not
based on market
price. Refer to Securities Act Sections Compliance and Disclosure
Interpretations 139.11.
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 Stacey Peikin at 202-551-6223 or Lilyanna Peyser at
202-551-3222 if
you have any questions.
FirstName LastNameStephan Zoll Sincerely,
Comapany NameSIGNA Sports United N.V.
Division of
Corporation Finance
June 8, 2022 Page 2 Office of Trade
& Services
FirstName LastName