United States securities and exchange commission logo
April 26, 2023
Gianluca Tagliabue
Chief Operating Officer and Chief Financial Officer
Ermenegildo Zegna N.V.
Viale Roma 99/100
13835 Valdilana loc. Trivero
Italy
Re: Ermenegildo Zegna
N.V.
Registration
Statement on Form F-3
Filed on April 6,
2023
File No. 333-271155
Dear Gianluca Tagliabue:
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-3, Filed on April 6, 2023
Cover page
1. For each of the
ordinary shares being registered for resale, please disclose the price that
the selling
securityholders paid for such shares.
2. We note the significant
number of redemptions of your ordinary shares in connection with
your business
combination and that the ordinary shares being registered for resale will
constitute a
considerable percentage of your public float. We also note that most of the
ordinary shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the ordinary shares. Please
highlight the
significant negative impact sales of ordinary shares on this registration
Gianluca Tagliabue
FirstName LastNameGianluca Tagliabue
Ermenegildo Zegna N.V.
Comapany
April NameErmenegildo Zegna N.V.
26, 2023
April 226, 2023 Page 2
Page
FirstName LastName
statement could have on the public trading price of the ordinary
shares.
Risk Factors, page 5
3. We note you discuss, incorporated by reference from page 27 of your
Form 20-F, risks
that you incurred and will incur significant costs in connection with
the business
combination, including the transition to becoming a public company.
Please revise to
update this risk factor given that the business combination was
completed more than 16
months ago.
4. We note you discuss, incorporated by reference from page 26 of your
Form 20-F, that the
price of your ordinary shares may fluctuate in case of substantial
sales of your ordinary
shares by shareholders. Please revise to elaborate or include an
additional risk factor
highlighting the negative pressure potential sales of ordinary shares
pursuant to this
registration statement could have on the public trading price of the
ordinary shares. To
illustrate this risk, disclose the purchase price of the securities
being registered for resale
and the percentage that these ordinary shares currently represent of
the total number of
ordinary shares outstanding. Also disclose that the private investors
have an incentive to
sell because they will profit on sales because of the lower price that
they purchased their
ordinary shares than the public investors. Finally, your discussion
should highlight the
fact that Monterubello s.s., a beneficial owner of over 60% of your
outstanding ordinary
shares, will be able to sell all of its ordinary shares for so long as
the registration statement
of which this prospectus forms a part is available for use.
General
5. Please revise your prospectus to disclose the price that each selling
securityholder paid for
the ordinary shares being registered for resale. Highlight any
differences in the current
trading price, the prices that the private placement investors, PIPE
investors and other
selling securityholders acquired their ordinary shares, and the price
that the public
securityholders acquired their ordinary shares. Disclose that while
the private placement
investors, PIPE investors and other 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 ordinary shares they purchased due to
differences in the
purchase prices and the current trading price. Please also disclose
the potential profit the
selling securityholders will earn based on the current trading price.
Lastly, please include
appropriate risk factor disclosure.
6. Please discuss, to the extent you are likely to have to seek
additional capital, the effect of
this offering on the company s ability to raise additional capital.
Please include
appropriate risk factor disclosure.
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.
Gianluca Tagliabue
Ermenegildo Zegna N.V.
April 26, 2023
Page 3
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 Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at
202-551-
3641 with any questions.
Sincerely,
FirstName LastNameGianluca Tagliabue
Division of
Corporation Finance
Comapany NameErmenegildo Zegna N.V.
Office of
Manufacturing
April 26, 2023 Page 3
cc: Scott Miller
FirstName LastName