Form F-1MEF - Registration statement to add securities to prior Form F-1 registration [Rule 462(b)]

 

As filed with the Securities and Exchange Commission on December 4, 2024.

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Amer Sports, Inc.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

Cayman Islands	2300	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

Cricket Square, Hutchins Drive,

P.O. Box 2681,
Grand Cayman, KY1-1111,

Cayman Islands

[phone]

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

 

Andrew E. Page 
Chief Financial Officer

One Prudential Plaza

130 East Randolph Street #600

Chicago, IL 60601

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

	Copies to:
Michael Kaplan Li He Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 [phone]	Jutta Karlsson General Counsel Siltasaarenkatu 8-10 FI-00530 Helsinki Finland [phone]	Marc D. Jaffe Ian D. Schuman Michael Benjamin Adam J. Gelardi Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 [phone]

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-283554

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standard Codification after April 5, 2012.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of ordinary shares offered by Amer Sports, Inc. (the “Registrant”) by 7,820,000 shares, 1,020,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional ordinary shares of the Registrant. The additional securities that are being registered for sale are in an amount and at a price that together represent not more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as an exhibit to the Initial Registration Statement (defined below). The contents of the Registration Statement on Form F-1, as amended (File No. 333-283554), including all exhibits thereto (the “Initial Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on December 4, 2024, are incorporated by reference into this Registration Statement.

 

The required opinion and consents are listed on the below Exhibit Index and filed herewith.

 

2

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
5.1	Opinion of Conyers Dill & Pearman, as to the validity of the ordinary shares.
23.1	Consent of KPMG AB.
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page to the Registration Statement on Form F-1, File No. 333-283554).
107	Filing Fee Table.

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Helsinki on December 4, 2024.

 

Amer Sports, Inc.

 

By:

/s/ Jie (James) Zheng

		Name:	Jie (James) Zheng
		Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on December 4, 2024 in the capacities indicated:

 

Name		Title
/s/ Jie (James) Zheng		Chief Executive Officer and Director (principal executive officer)
Jie (James) Zheng
/s/ Andrew E. Page		Chief Financial Officer (principal financial officer and principal accounting officer)
Andrew E. Page
*		Director
Mingwei Bi
*		Director and Chair
Shizhong Ding
*		Director
Bruno Sälzer
*		Director
Catherine (Trina) Spear
*		Director
Frank K. Tang
*		Director
Tak Yan (Dennis) Tao
*		Director
Carrie Teffner
*		Director
Dennis J. (Chip) Wilson
*		Director
Ling Xiong
*		Director
Kin Wah Stephen Yiu
* /s/ Andrew E. Page
Andrew E. Page, as Attorney-in-Fact

 

4

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

 

Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Amer Sports, Inc., has signed this Registration Statement on December 4, 2024.

 

Authorized U.S. Representative

 

	By:	/s/ Andrew E. Page
		Andrew E. Page
		Chief Financial Officer

 

5

 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN   29th Floor One Exchange Square 8 Connaught Place Central Hong Kong   T [phone] | F [phone]   conyers.com

 

December 4, 2024

 

Matter No.: 1003967 / 110476456
(852) 2842 9521

[e-mail]

 

Amer Sports, Inc.

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

 

Dear Sir/Madam,

 

Re: Amer Sports, Inc. (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 2, 2024 (the “Form F-1 Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the related registration statement filed with the Commission pursuant to Rule 462(b) of the Securities Act (the “Rule 462(b) Registration Statement”, together with the Form F-1 Registration Statement, the “Registration Statements”) relating to the offering by the Company of ordinary shares of par value EUR0.0300580119630888 each (the “Ordinary Shares”) of the Company.

 

The Rule 462(b) Registration Statement relates to the registration of the proposed offer and sale of up to 7,820,000 Ordinary Shares (the “Additional Shares”) in addition to the Ordinary Shares registered in the Form F-1 Registration Statement.

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statements.

 

We have also reviewed copies of:

 

1.1.

the second amended and restated memorandum and articles of association of the Company adopted on 3 January 2024 with effect from 5 February 2024 and certified by the Secretary of the Company on 2 December 2024 (the “M&As”);

 

 

 

1.2.

the minutes of meeting of the board of directors of the Company held on 14 November 2024 and 15 November 2024 (the “Resolutions”);

 

1.3.

a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 29 November 2024 (the “Certificate Date”); and

 

1.4.

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

 

We have assumed:

 

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.

the accuracy and completeness of all factual representations made in the Registration Statements and other documents reviewed by us;

 

2.4.

that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;

 

2.5.

that the M&As will not be amended in any manner that would affect the opinions expressed herein;

 

2.6.

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.7.

that upon issue of any Ordinary Shares, including the Additional Shares, to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.8.

that the Company will have sufficient authorised capital to issue under its M&As to effect the issue of any Ordinary Shares, including the Additional Shares, at the time of issuance; and

 

2.9.

the validity and binding effect under the laws of the United States of America of the Registration Statements and that the Rule 462(b) Registration Statement will be duly filed with the Commission.

 

3.

QUALIFICATIONS

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands.  This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

 

conyers.com | 2

 

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date.  Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2.

When issued and paid for as contemplated by the Rule 462(b) Registration Statement, the Additional Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of or incorporated by reference to the Rule 462(b) Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman

 

conyers.com | 3

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated March 18, 2024, with respect to the consolidated financial statements of Amer Sports, Inc. and subsidiaries, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus incorporated herein by reference from the Registration Statement on Form F-1, as amended (file No. 333-283554).

 

 

/s/ KPMG AB

 

Stockholm, Sweden

December 4, 2024

 

 

 

 

EXHIBIT 107

 

Calculation of Filing Fee Tables

 

F-1
(Form Type)

 

Amer Sports, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee (2)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common stock, par value $0.0300580119630888 per share

457(a)

7,820,000

$23.00

$179,860,000

$153.10 per $1,000,000

$27,536.57

Fees Previously Paid

Total Offering Amounts

$179,860,000

$27,536.57

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$27,536.57

 

(1)

Represents only the additional number of the Registrant’s ordinary shares being registered, including the Registrant’s ordinary shares which the underwriters have the option to purchase. Does not include the ordinary shares that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-283554) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on December 4, 2024.

 

(2)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"), based on the proposed maximum aggregate offering price. The Registrant previously registered 39,100,000 ordinary shares on the Registration Statement, for which the Registrant previously paid a filing fee of $156,838.71. In accordance with Rule 462(b) under the Securities Act, an additional amount of ordinary shares having the proposed maximum aggregate offering price of $179,860,000 is hereby registered, which includes the Registrant's ordinary shares which the underwriters have the option to purchase.

 

 

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