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United States securities and exchange commission logo
August 6, 2021
Alexander Gersh
Chief Financial Officer
Sportradar Holding AG
150 South 5th St., Suite 400
Minneapolis, MN 55402
Re: Sportradar Holding
AG
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted July 22,
2021
CIK No. 0001836470
Dear Mr. Gersh:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 8, 2021 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted on
July 22, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
78
1. Please file your
acquisition agreement for Atrium Sports, Inc., as required by Item
601(b)(2) of Regulation
S-K.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
August NameSportradar Holding AG
6, 2021
August
Page 2 6, 2021 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 5. Revenue from Contracts with Customers, page F-28
2. You state in your response to prior comment 6 that single match
bookings (SMBs) are
typically premium events, however, your disclosures on page F-28
indicate that SMBs are
used when the client exceeds the aggregate number of matches per the
contract. Please
clarify this apparent inconsistency and revise your disclosures as
necessary.
3. Your response to prior comment 6 indicates that SMBs are treated as a
separate contract,
however, you also refer to a separate performance obligation to
deliver real-time data for
each match ordered. Further, your footnote disclosures on page F-28,
indicate that it is
common for the betting data and betting entertainment contracts to
include SMB fees
options. Please clarify whether SMBs are considered a separate
performance obligation in
your betting data and betting entertainment contracts or a separate
contract and revise your
disclosures as necessary.
Note 11. Subsequent Events , page F-72
4. Please address the following as it relates to the information provided
in Exhibit A:
Describe further the non-market performance vesting and service
vesting conditions
for the participation certificates and explain how such terms
factored into your
allocation of the fair value between consideration and
remuneration.
Tell us the specific terms of the merger agreement and
participation certificates
considered in determining whether the certificates should be
accounted for as
contingent consideration or remuneration and address how you
applied the various
indicators in IFRS 3.B55 in accounting for such consideration.
Explain further how you valued any repurchase provisions and the
specific
accounting guidance considered.
Provide us with specific terms as defined in the merger agreement
that may help
support your allocation of the fair value.
5. You state on page 85 that the fair value of the 1,805 participation
certificates issued in the
Atrium acquisition was determined to be 22 million as of May 6,
2021, of which 9
million was determined to be part of the purchase consideration and
the remaining 13
million was remuneration. Please reconcile these amounts to those used
in your
investment test calculation or revise accordingly.
General
6. We note you present EBITDA for the year ended December 31, 2020 in
your
graphics. Please revise to label the measure as "Adjusted EBITDA" and
disclose the most
directly comparable GAAP measure with equal or greater prominence.
Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
non-GAAP C&DIs.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
August NameSportradar Holding AG
6, 2021
August
Page 3 6, 2021 Page 3
FirstName LastName
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Matthew Derby,
Staff Attorney,
at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: John Slater