EX-99.10 6 tm2322981d13_ex99-10.htm EXHIBIT 99.10

 

Exhibit 99.10

 

Amer Sports, Inc.

Cricket Square, Hutchins Drive,
P.O. Box 2681,
Grand Cayman, KY1-1111,
Cayman Islands

 

January 22, 2024
 
Re:

Amer Sports, Inc.

Registration Statement on Form F-1
Application for Waiver and Representation under Form 20-F, Item 8.A.4

CIK Code No. 0001988894

 

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

 

VIA EDGAR

 

Ladies and Gentlemen:

 

The undersigned, Amer Sports, Inc., a Cayman Islands exempted company with limited liability (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of Amendment No. 1 to its registration statement on Form F-1 (the “Registration Statement”) relating to the initial public offering (“IPO”) of the Company’s ordinary shares. This letter respectfully requests a waiver of the requirements of Item 8.A.4 of Form 20-F.

 

The Registration Statement contains audited financial statements for the three years ended December 31, 2020, December 31, 2021 and December 31, 2022, in each case prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and unaudited interim financial statements for the nine months ended September 30, 2022 and September 30, 2023. Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, states that because this will be the Company’s IPO, the Registration Statement must include audited financial statements of a date not older than 12 months unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

 

Instruction 2 to Item 8.A.4 of Form 20-F provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” Such instruction also notes that if the Commission “waive[s] the 12-month requirement,” the company must “comply with the 15-month requirement” of Item 8.A.4 of Form 20-F. See also the Staff’s 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm), Section III.B.c, in which the Staff notes:

 

“[T]he instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.” (emphasis added)

 

 

 

The Company hereby respectfully requests that the Staff of the Commission waive the requirement of Item 8.A.4 of Form 20-F applicable to the Registration Statement, in connection with the filing of such Registration Statement prior to March 31, 2024. In connection with this request, the Company represents to the Commission that:

 

  1. The Company is not required by any jurisdiction outside the United States to file on or prior to March 31, 2024 any consolidated financial statements, audited under any generally accepted auditing standards, for any period since the year ended December 31, 2022.

 

  2. Compliance with Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company.

 

  3. The Company does not anticipate that its audited financial statements for the year ended December 31, 2023, will be available until March 2024.

 

  4. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.

 

The Company is filing this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

 

Very truly yours,  
   
AMER SPORTS, INC.  
   
/s/ Andrew E. Page  
Andrew E. Page  
Chief Financial Officer