Основная статистика
| CIK | 1878057 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Super Group (SGHC) Limited
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 4, 2025 |
Super Group (SGHC) Limited Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income for the periods ended June 30, 2025 and 2024 ($ 'millions, except for shares and earnings per share) Note 2025 2024 Revenue 6 1,096 858 Direct and marketing expenses (777) (652) General and administrative expenses (90) (84) Depreciation and amortization expense (37) (45) Impairme |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Kingsway House, Havilland Street, St Peter Port |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| August 7, 2025 |
Super Group Reports Financial Results for Second Quarter of 2025 Super Group Reports Financial Results for Second Quarter of 2025 • Revenue of $579. |
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| July 8, 2025 |
Super Group Raises Full-Year Revenue and EBITDA Guidance After Record Q2, Announces Intention to Exit U. |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| May 21, 2025 |
Change in presentati Effective January 1, 2025, the Company adopted the U.S. dollar (USD) as its presentation currency, replacing the Euro. The change is intended to enhance comparability with its U.S. listed peers and provide more relevant information to investors. The financial results for the years ended December 31, 2024 and December 31, 2023 presented herein in USD, on a basis consistent with |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gue |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gue |
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| May 13, 2025 |
exhibit161bdolettertose 171710v4 Digioutsource - General Business Exhibit 16.1 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 United States of America May 13, 2025 Ladies and Gentlemen: We have been furnished with a copy of the “Change in Registrant’s Certifying Accountant” on Form 6-K dated May 13, 2025 for the event that occurred on May 13, 2025 to be filed by our fo |
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| May 8, 2025 |
Super Group Reports Financial Results for First Quarter of 2025 Super Group Reports Financial Results for First Quarter of 2025 • Revenue of $516. |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, G |
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| April 3, 2025 |
-i- 1074615/0001/G14165124v2 Adopted pursuant to shareholder resolutions dated 21 September 2022 The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUPER GROUP (SGHC) LIMITED 8145950 v7 TABLE OF CONTENTS Page -i- 1074615/0001/G14165124v2 1. |
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| April 3, 2025 |
Exhibit 4.4 165668v1 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE INSTRUCTIONS TO ITEM 19 OF FORM 20-F ON THE BASIS THAT THE COMPANY CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]” Dated 8 May 2024 |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| April 3, 2025 |
supergroup-exhibits131 Exhibit 13.1 Certification by the Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Cod |
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| April 3, 2025 |
supergroup-exhibits122 Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Alinda Van Wyk, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not co |
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| April 3, 2025 |
Consent of Independent Registered Public Accounting Firm Super Group (SGHC) Limited St. |
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| April 3, 2025 |
supergroup-exhibits121 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neal Menashe, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue s |
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| April 3, 2025 |
Exhibit 4.5 1 165670v1 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE INSTRUCTIONS TO ITEM 19 OF FORM 20-F ON THE BASIS THAT THE COMPANY CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]” Dated 8 May 20 |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, G |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| February 25, 2025 |
Super Group Reports Financial Results for Fourth Quarter of 2024 Super Group Reports Financial Results for Fourth Quarter of 2024 • Revenue of approximately €1. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| February 19, 2025 |
Super Group Appoints Merrick Wolman to its Board of Directors Super Group Appoints Merrick Wolman to its Board of Directors New York, NY – February 19, 2025 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced the appointment of Merrick Wolman to its Board of Directors, effective from February 18, 2025. |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, |
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| January 22, 2025 |
Super Group Comments on Outstanding Preliminary, Unaudited, Fourth Quarter and Full-Year 2024 Performance • Expected to surpass previously issued full-year guidance for ex-US Total Revenue and Adjusted EBITDA • Anticipated to achieve new quarterly and full-year records for Total Revenue and Adjusted EBITDA New York, NY – January 22, 2025 – Super Group (SGHC) Limited (NYSE: SGHC) (the “Group” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business and Spin, the multi-brand online casino, today provided an update on its preliminary, unaudited fourth quarter and full-year 2024 performance. |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| December 10, 2024 |
Exhibit 99.1 Super Group Issues Business Update as 2024 Closes • Raises full year guidance for total revenue to €1.6 billion • Further raises full year ex-US Adjusted EBITDA guidance to greater than €360 million • Cash dividend of 15¢ per share declared for Q4 2024, to be paid in early January 2025 New York, NY – December 10, 2024 – Super Group (SGHC) Limited (NYSE: SGHC), the parent company of B |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| November 6, 2024 |
Super Group Reports Financial Results for Third Quarter of 2024 Super Group Reports Financial Results for Third Quarter of 2024 • Revenue of €402. |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Por |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Por |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| August 7, 2024 |
Super Group Reports Financial Results for Second Quarter 2024 Super Group Reports Financial Results for Second Quarter 2024 • Revenue of €414.7 million for the second quarter of 2024 - an all-time quarterly record • Loss for the three months ended June 30, 2024 of €0.8 million includes non-cash charges of €36.8 million relating to the impairment of DGC related assets • Non-GAAP Adjusted EBITDA ex-US of €98.3 million for the three months ended June 30, 2024 i |
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| July 10, 2024 |
Super Group Announces Exit from U.S. Sportsbook Markets Exhibit 99.1 Super Group Announces Exit from U.S. Sportsbook Markets New York, NY - July 10, 2024 - Super Group (SGHC) Limited (NYSE: SGHC), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced that, following the completion of an extensive internal review, the company intends to undertake an exit plan for its s |
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| July 10, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| June 27, 2024 |
Super Group Announces First Dividend Exhibit 99.1 Super Group Announces First Dividend New York, NY – June 27, 2024 – Super Group (SGHC) Limited (NYSE: SGHC), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced that its Board of Directors has initiated a dividend program and declared the first cash dividend on its ordinary shares of $0.10 per shar |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| June 7, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| May 8, 2024 |
Super Group Reports Financial Results for First Quarter 2024 Super Group Reports Financial Results for First Quarter 2024 • Revenue of €379.3 million for the first quarter of 2024, representing the highest revenue recorded in a first quarter • Profit for the three months ended March 31, 2024 of €41.0 million, including a pre-tax gain of €40.1 million relating to the sale of the B2B division of DGC and a non-cash charge of €13.1 million for change in fair va |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Kingsway House, Havilland Street, St Peter Port, Guernsey, GY1 2Q |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, G |
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| May 8, 2024 |
Exhibit 99.1 Super Group Announces Key Terms of Strategic Transaction to Assume Full Control of its Sportsbook Technology Platform New York, NY – May 8, 2024 – Super Group (SGHC) Limited (NYSE: SGHC), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced that it has entered into definitive agreements to assume fu |
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| April 25, 2024 |
supergroup-exhibits122 Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Alinda Van Wyk, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not co |
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| April 25, 2024 |
Consent of Independent Registered Public Accounting Firm Super Group (SGHC) Limited St. |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| April 25, 2024 |
74876v4 SUPER GROUP (SGHC) LIMITED INCENTIVE COMPENSATION RECOUPMENT POLICY 1. INTRODUCTION The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Super Group (SGHC) Limited, a company incorporated under the laws of Guernsey (the “Company”), has determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Comp |
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| April 25, 2024 |
supergroup-exhibits121 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neal Menashe, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue s |
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| April 25, 2024 |
supergroup-exhibits131 Exhibit 13.1 Certification by the Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Cod |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| March 6, 2024 |
Super Group Reports Financial Results for Fourth Quarter 2023 and Full Year 2023 Super Group Reports Financial Results for Fourth Quarter 2023 and Full Year 2023 • Record revenue of €1. |
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| December 20, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, G |
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| November 9, 2023 |
Super Group Reports Third Quarter 2023 Financial Results Super Group Reports Third Quarter 2023 Financial Results Third Quarter Highlights: • Revenue increased by 16% to €356. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Por |
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| October 2, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 October 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY |
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| October 2, 2023 |
SGHC Announces Exit from India and Reaffirms 2023 Financial Forecast Exhibit 99.1 SGHC Announces Exit from India and Reaffirms 2023 Financial Forecast New York, NY – October 2, 2023 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”) today announced that it has ceased providing any services to the Indian market due to changes to the Indian Goods and Services Tax, effective as of October 1, 2023. The newly effective tax rules make the Indian market n |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gu |
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| August 17, 2023 |
Super Group Reports Second Quarter 2023 Financial Results Super Group Reports Second Quarter 2023 Financial Results Second Quarter Highlights: • Revenue of €380. |
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| June 14, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port |
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| May 25, 2023 |
Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR CORRESP Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR May 25, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Kate Beukenkamp Re: Super Group (SGHC) Limited Registration Statement on Form F-3 (File No. 333-272014) Request for Ac |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gue |
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| May 17, 2023 |
As filed with the Securities and Exchange Commission on May 17, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on May 17, 2023 No. |
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| May 17, 2023 |
As filed with the Securities and Exchange Commission on May 17, 2023 Table of Contents As filed with the Securities and Exchange Commission on May 17, 2023 No. |
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| May 17, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Super Group (SGHC) Limited (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be paid Equity Ordinary Shares Equity Preferred Shares Debt Debt Securities Other Warrants Other Rights Other Units Unallocated (Universal) Shelf Rule 457(o) (1) (2) $450,000,000 (3) $. |
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| May 17, 2023 |
EX-3.2 Exhibit 3.2 Adopted pursuant to shareholder resolutions dated 21 September 2022 The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUPER GROUP (SGHC) LIMITED -i- TABLE OF CONTENTS Page 1. DEFINITIONS, INTERPRETATION AND EXCLUSION OF STANDARD ARTICLES 1 2. SHARES 7 3. ORDINARY SHARES 8 4. REGISTER OF SHAREH |
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| May 17, 2023 |
Super Group (SGHC) Limited, Dated as of [•], 20___ Debt Securities Exhibit 4.1 Super Group (SGHC) Limited, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 |
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| May 5, 2023 |
SGHC / Super Group (SGHC) Limited / Knutsson Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Super Group (SGHC) Limited (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G8588X103 (CUSIP Number) Alexander McNee 2nd Floor, St. Mary’s Court 20 Hill Street Douglas Isle of Man IM1 1EU +44 1624 692930 (Name, Address and Te |
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| May 5, 2023 |
5 MAY 2023 KNUTSSON LIMITED CHIVERS LIMITED PUT AND CALL SHARE OPTION AGREEMENT TABLE OF CONTENTS Exhibit E 5 MAY 2023 KNUTSSON LIMITED and CHIVERS LIMITED PUT AND CALL SHARE OPTION AGREEMENT TABLE OF CONTENTS Clause Headings Page 1. |
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| May 5, 2023 |
5 MAY 2023 KNUTSSON LIMITED CHIVERS LIMITED PUT AND CALL SHARE OPTION AGREEMENT TABLE OF CONTENTS EX-99.E 2 tm2314705d1ex99-e.htm EXHIBIT E Exhibit E 5 MAY 2023 KNUTSSON LIMITED and CHIVERS LIMITED PUT AND CALL SHARE OPTION AGREEMENT TABLE OF CONTENTS Clause Headings Page 1. INTERPRETATION 1 2. GRANT OF OPTIONS 4 3. SALE AND PURCHASE 6 4. COMPLETION 6 5. Conditions and REQUIRED APPROVALS 7 6. DEFAULT 8 7. SPECIFIED OPTION SHARES 9 8. WARRANTIES AND UNDERTAKINGS 9 9. KNUTSSON'S RIGHTs 10 10. PA |
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| May 5, 2023 |
SGHC / Super Group (SGHC) Limited / Chivers Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Super Group (SGHC) Limited (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G8588X103 (CUSIP Number) Basil Bielich Director Burleigh Manor, Peel Road Douglas Isle of Man, IM1 5EP +44 (0) 1624 777406 (Name, Address and Telepho |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 April 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR |
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| April 28, 2023 |
Super Group Announces Details of Annual General Meeting of Shareholders Exhibit 99.1 Super Group Announces Details of Annual General Meeting of Shareholders New York, NY – April 28, 2023 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced that the next Annual General Meeting of Shareholders (“AGM”) will be held on |
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| April 27, 2023 |
exhibit42-amendedandrest 9320822314 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this “Registration Rights Agreement”), dated as of January 27, 2022 (the “Effective Date”), is made by |
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| April 27, 2023 |
supergroup-exs13127x04x2 Exhibit 13.1 Certification by the Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States C |
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| April 27, 2023 |
supergroup-exhibit21 Exhibit 2.1 Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") As of April 20, 2022, Super Group (SGHC) Limited ("Super Group," "our company," "we," "us," and "our") has the following securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Ordinary Shares, no par value per |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| April 27, 2023 |
Super Group Files Its Annual Report on Form 20-F EX-99.1 Exhibit 99.1 Super Group Files Its Annual Report on Form 20-F New York, NY – April 27, 2023 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today filed its annual report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”) |
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| April 27, 2023 |
supergroup-exs12227x04x2 Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Alinda Van Wyk, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 April 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR |
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| April 27, 2023 |
exhibit151consent-sghc20 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Super Group (SGHC) Limited St. |
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| April 27, 2023 |
supergroup-exs12127x04x2 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neal Menashe, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue |
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| March 14, 2023 |
Super Group Reports Financial Results for Fourth Quarter and Full Year 2022 Exhibit 99.1 Super Group Reports Financial Results for Fourth Quarter and Full Year 2022 • Revenue of €329.1 million for the fourth quarter and €1.29 billion for the full year 2022; exceeded high end of guidance range • Profit before tax of €38.3 million for the fourth quarter and €233.7 million for the full year 2022 • EBITDA of €56.1 million for the fourth quarter and €298.2 million for the full |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR |
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| February 14, 2023 |
GG00BMG42V42 / Super Group SGHC Ltd. / DISCOVERY CAPITAL MANAGEMENT, LLC / CT Passive Investment SC 13G/A 1 d992657013g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Super Group (SGHC) Limited (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G8588X103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che |
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| January 11, 2023 |
Super Group Board of Directors Approves $25 Million Share Repurchase Program Exhibit 99.1 Super Group Board of Directors Approves $25 Million Share Repurchase Program New York, NY – January 11, 2023 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced that its Board of Directors has authorized the repurchase of up to $2 |
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| January 11, 2023 |
6-K 1 d313204d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 January 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pet |
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| January 3, 2023 |
6-K 1 d365030d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 January 2023 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pet |
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| January 3, 2023 |
Exhibit 99.1 Super Group Completes Acquisition of Digital Gaming Corporation Expands global footprint into the United States, further capitalizing on growth opportunities New York, NY ? January 3, 2023 ? Super Group (SGHC) Limited (NYSE: SGHC) (?SGHC? or ?Super Group?), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today |
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| December 27, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 15, 2022 |
GG00BMG42V42 / Super Group SGHC Ltd. / Chivers Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Super Group (SGHC) Limited (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G8588X103 (CUSIP Number) Basil Bielich Director Burleigh Manor, Peel Road Douglas Isle of Man, IM1 5EP +44 (0) 1624 777406 (Name, Address and Telephon |
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| December 15, 2022 |
EX-99.A 2 tm2232728d1exa.htm EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Ordinary Shares of Super Group (SGHC) Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: December 14, 2022 Chivers Limited By: /s/ Basi |
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| December 14, 2022 |
SUPER GROUP ANNOUNCES SUCCESSFUL COMPLETION OF OFFER AND CONSENT SOLICITATION Exhibit 99.1 SUPER GROUP ANNOUNCES SUCCESSFUL COMPLETION OF OFFER AND CONSENT SOLICITATION New York, NY – December 14, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC”, “Super Group” or the “Company”) announced today the completion of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to |
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| December 14, 2022 |
6-K 1 d390561d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| December 13, 2022 |
GG00BMG42V42 / Super Group SGHC Ltd. / Knutsson Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Super Group (SGHC) Limited (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G8588X103 (CUSIP Number) Alexander McNee 2nd Floor, St. Mary?s Court 20 Hill Street Douglas Isle of Man IM1 1EU +44 1624 692930 (Name, Address and Tel |
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| December 12, 2022 |
6-K 1 d414485d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| December 12, 2022 |
FORM OF WARRANT AMENDMENT AMENDMENT NO. 1 TO WARRANT AGREEMENT EX-10.1 2 d414485dex101.htm EX-10.1 Exhibit 10.1 FORM OF WARRANT AMENDMENT AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this “Amendment”) is made as of December 12, 2022, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (f/k/a Sports Entertainment Acquisition Corp.) (the “Company”), and Continental Sto |
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| December 12, 2022 |
EX-99.1 3 d414485dex991.htm EX-99.1 Exhibit 99.1 Super Group Announces Expiration and Results of its Offer to Exchange and Consent Solicitation Relating to its Warrants New York, NY – December 12, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC”, “Super Group” or the “Company”) announced today the expiration and results of its previously announced exchange offer (the “Offer”) and consent sol |
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| December 12, 2022 |
EX-99.(D)(XV) 2 d315423dex99dxv.htm EX-99.(D)(XV) Exhibit (d)(xv) Execution Version FORM OF WARRANT AMENDMENT AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this “Amendment”) is made as of December 12, 2022, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (f/k/a Sports Entertainment Acquisition Corp.) ( |
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| December 12, 2022 |
SC TO-I/A 1 d315423dsctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Super Group (SGHC) Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G8588X111 (CU |
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| December 12, 2022 |
425 1 d411898d425.htm 425 Filed by Super Group (SGHC) Limited Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Super Group (SGHC) Limited (File No. 001-41253) Date: December 12, 2022 Super Group Announces Expiration and Results of its Offer to Exchange and Consent Solicitation Relating to its W |
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| December 9, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-268287 PROSPECTUS/OFFER TO EXCHANGE Super Group (SGHC) Limited Offer to Exchange Public Warrants to Acquire Ordinary Shares of Super Group (SGHC) Limited for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, |
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| December 7, 2022 |
Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR CORRESP 1 filename1.htm Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR December 7, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Kate Beukenkamp Re: Super Group (SGHC) Limited Registration Statement on Form F-4 (File No. 333-26 |
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| December 5, 2022 |
Super Group Reminds Warrant Holders of Upcoming Deadline To Tender and Consent 425 1 d426445d425.htm 425 Filed by Super Group (SGHC) Limited Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Super Group (SGHC) Limited (File No. 001-41253) Date: December 5, 2022 Super Group Reminds Warrant Holders of Upcoming Deadline To Tender and Consent • Warrant holders electing to part |
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| December 5, 2022 |
6-K 1 d411374d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| December 5, 2022 |
Super Group Reminds Warrant Holders of Upcoming Deadline To Tender and Consent EX-99.1 2 d411374dex991.htm EX-99.1 Exhibit 99.1 Super Group Reminds Warrant Holders of Upcoming Deadline To Tender and Consent • Warrant holders electing to participate in the Offer and Consent Solicitation are encouraged to submit their tender and consents on or prior to Friday, December 9, 2022 ahead of 12:01 a.m. expiration on December 12, 2022 (unless extended) • Super Group public warrant ho |
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| November 22, 2022 |
Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Ordinary Shares of Super Group (SGHC) Limited for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, ON DECEMBER 12, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. THE |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Super Group (SGHC) Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G8588X111 (CUSIP Number of Class of Securities) Robert |
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| November 22, 2022 |
EX107 Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Super Group (SGHC) (Exact Name of Registrant as Specified in its Charter) Table 1—Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $13,274,991. |
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| November 22, 2022 |
Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A)). Table of Contents As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
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| November 22, 2022 |
CORRESP 1 filename1.htm Brian Leaf (703) 456-8053 [email protected] November 22, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christina Chalk RE: Super Group (SGHC) Ltd. Form F-4 filed November 10, 2022 SEC File No. 333-268287 Schedule TO-I filed November 10, 2022 SEC File No. 5-93545 Ladies and Gentlemen: Set fort |
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| November 22, 2022 |
Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Ordinary Shares of SUPER GROUP (SGHC) LIMITED for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS RELATED TO PUBLIC WARRANTS WILL EXPIRE AT 12:01 A.M., EASTERN TI |
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| November 22, 2022 |
Super Group Reports Third Quarter 2022 Financial Results Exhibit 99.1 Super Group Reports Third Quarter 2022 Financial Results ? Third Quarter 2022 Revenue of ?307.8 million ? Profit after tax of ?34.9 million for the third quarter of 2022 ? Third Quarter 2022 Adjusted EBITDA of ?56.1 million ? Cash and cash equivalents was ?266.0 million at September 30, 2022 ? Management to host conference call today at 8:30 a.m. ET New York, NY ? November 22, 2022 ? |
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| November 22, 2022 |
Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Ordinary Shares of SUPER GROUP (SGHC) LIMITED for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS RELATED TO PUBLIC WARRANTS WILL EXPIRE AT 12:01 A.M., |
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| November 22, 2022 |
6-K 1 d315419d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| November 10, 2022 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Ordinary Shares of SUPER GROUP (SGHC) LIMITED for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS RELATED TO PUBLIC WARRANTS WILL EXPIRE AT 12:01 A.M., |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Super Group (SGHC) Limited (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G8588X111 (CUSIP Number of Class of Securities) Robert James Dutnall Sup |
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| November 10, 2022 |
EX-FILING FEES 11 d405093dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordinary Shares, no par value Rule 457(f)(1) 5,624,997(1)(2) N/A $3,318,7 |
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| November 10, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on November 10, 2022 Registration No. |
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| November 10, 2022 |
Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Ordinary Shares of Super Group (SGHC) Limited for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, ON DECEMBER 12, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. THE |
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| November 10, 2022 |
6-K 1 d403170d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| November 10, 2022 |
Exhibit 10.8 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of November 10, 2022, by and among Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the ?Company?), and each of the persons listed on Schedule A and Schedule B hereto (collectively, the ?Warrant Holders,? and each a ?Warrant |
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| November 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Super Group (SGHC) (Exact Name of Registrant as Specified in its Charter) Table 1?Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $13,274,991. |
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| November 10, 2022 |
Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF SUPER GROUP (SGHC) LIMITED Pursuant to the Prospectus/Offer to Exchange dated November 10, 2022 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated November 10, 2022. This Notice of Guaranteed Delivery, or one substantially in |
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| November 10, 2022 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Ordinary Shares of SUPER GROUP (SGHC) LIMITED for Ordinary Shares of Super Group (SGHC) Limited and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS RELATED TO PUBLIC WARRANTS WILL EXPIRE AT 12:01 A.M., EASTERN TI |
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| November 10, 2022 |
Exhibit 99.1 New York, NY ? November 10, 2022 ? Super Group (SGHC) Limited (NYSE: SGHC) (?SGHC?, ?Super Group? or the ?Company?), a leading global online sports betting and gaming operator, today announced that it has commenced (i) an exchange offer (the ?Offer?) relating to its outstanding public warrants to purchase ordinary shares of the Company, no par value (the ?Ordinary Shares?), which warr |
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| November 10, 2022 |
Super Group Announces Commencement of Exchange Offer and Consent Solicitation 425 1 d403180d425.htm 425 Filed by Super Group (SGHC) Limited Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Super Group (SGHC) Limited (File No. 001-41253) Date: November 10, 2022 Super Group Announces Commencement of Exchange Offer and Consent Solicitation New York, NY – November 10, 2022 – |
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| November 4, 2022 |
New York, NY – November 4, 2022 Exhibit 99.1 New York, NY ? November 4, 2022 ? Super Group (SGHC) Limited (NYSE: SGHC) (?SGHC?, ?Super Group? or the ?Company?), a leading global online sports betting and gaming operator, today announced that it intends to commence (i) an exchange offer (the ?Offer?) relating to its outstanding public warrants to purchase ordinary shares of the Company, no par value (the ?Ordinary Shares?), which |
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| November 4, 2022 |
EX-99.1 2 d608243dex991.htm EX-99.1 Exhibit 99.1 New York, NY – November 4, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group” or “the Company”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, provided an update on its business performance and reaffirmed its 2022 guidance. • Super Group maintains its |
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| November 4, 2022 |
Filed by Super Group (SGHC) Limited 425 1 d401362d425.htm 425 Filed by Super Group (SGHC) Limited Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Super Group (SGHC) Limited (File No. 001-41253) Date: November 4, 2022 New York, NY – November 4, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC”, “Super Group” or the “Company” |
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| November 4, 2022 |
6-K 1 d608243d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| November 4, 2022 |
6-K 1 d371941d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pe |
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| September 22, 2022 |
EX-3.1 2 d406780dex31.htm EX-3.1 Exhibit 3.1 Adopted pursuant to shareholder resolutions dated 21 September 2022 The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUPER GROUP (SGHC) LIMITED -i- TABLE OF CONTENTS Page 1. DEFINITIONS, INTERPRETATION AND EXCLUSION OF STANDARD ARTICLES 1 2. SHARES 7 3. ORDINARY SHAR |
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| September 22, 2022 |
6-K 1 d406780d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. P |
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| September 6, 2022 |
6-K 1 d328320d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. P |
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| August 19, 2022 |
6-K 1 d395285d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pete |
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| August 11, 2022 |
Super Group Reports Second Quarter 2022 Financial Results EX-99.1 2 d387330dex991.htm EX-99.1 Exhibit 99.1 Super Group Reports Second Quarter 2022 Financial Results • Second Quarter 2022 Revenue of €320.8 million • Profit after tax of €298.6 million for the second quarter of 2022 includes €283.3 million of non-cash fair value gains associated with the mark to market of the warrant and earnout liabilities • Second Quarter 2022 Adjusted EBITDA of €63.6 mil |
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| August 11, 2022 |
6-K 1 d387330d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Pete |
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| August 11, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-263800 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated July 14, 2022) Up to 481,074,588 Ordinary Shares Up to 11,000,000 Warrants Super Group (SGHC) Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 1 (this ?prospectus supplement?) amends and s |
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| July 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Super Group (SGHC) Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, of no par value per share (?Ordinary Shares?) Other 43,312,150(2) $4. |
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| July 29, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 29, 2022 S-8 1 d266325ds8.htm S-8 As filed with the U.S. Securities and Exchange Commission on July 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact name of registrant as specified in its charter) Island of Guernsey Not Applicable (State or other jurisdict |
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| July 15, 2022 |
424B3 1 d274389d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424 (b)(3) Registration No. 333-263800 Up to 481,074,588 Ordinary Shares Up to 11,000,000 Warrants Super Group (SGHC) Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale from time to time by the selling securityho |
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| July 12, 2022 |
SUPER GROUP (SGHC) LIMITED Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR +44 (0) 14 8182-2939 July 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Financial Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Fetterolf Donald Field Re: Super Group (SGHC) Limited Registration Statement on Form F-1 File No. 333-263800 L |
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| July 7, 2022 |
As filed with the Securities and Exchange Commission on July 7, 2022 F-1/A 1 d274389df1a.htm FORM F-1/A Table of Contents As filed with the Securities and Exchange Commission on July 7, 2022 No. 333-263800 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact name of registrant as specified in its charter) Island of Guernsey 7990 N |
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| July 7, 2022 |
CORRESP 1 filename1.htm Brian F. Leaf T: +1 703 456 8053 [email protected] July 7, 2022 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed March 23, 2022 File No. 333-263800 Ladies and Gentlemen: Set forth be |
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| June 7, 2022 |
EX-10.5 6 d274389dex105.htm EX-10.5 Exhibit 10.5 SUPER GROUP (SGHC) LIMITED 2021 EMPLOYEE SHARE PURCHASE PLAN ADOPTED BY THE TRANSACTION COMMITTEE OF THE BOARD OF DIRECTORS: 22 DECEMBER 2021 APPROVED BY THE COMPANY’S SHAREHOLDERS: 31 DECEMBER 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given a |
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| June 7, 2022 |
Exhibit 10.1 SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN WITH NON-EMPLOYEE SUB-PLAN ADOPTED BY THE TRANSACTION COMMITTEE OF THE BOARD OF DIRECTORS 22 DECEMBER 2021 APPROVED BY THE COMPANY?S SHAREHOLDERS: 31 DECEMBER 2021 EFFECTIVE DATE: 27 JANUARY 2022 TABLE OF CONTENTS Page 1. PURPOSE 1 2. ELIGIBILITY 1 3. ADMINISTRATION AND DELEGATION 1 4. SHARES AVAILABLE FOR AWARDS 1 5. OPTIONS AND S |
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| June 7, 2022 |
EX-10.3 4 d274389dex103.htm EX-10.3 Exhibit 10.3 OPTION GRANT NOTICE (NON-UK/US) SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN] Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan [:Non-Employee Sub-Plan] (as amended from time to time, the “Plan”) of Super Group |
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| June 7, 2022 |
EX-99.1 10 d274389dex991.htm EX-99.1 Exhibit 99.1 SGHC Limited Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income for the three months ended March 31, 2022 and 2021 2022 € ‘000s 2021 € ‘000s Revenue 334,478 311,811 Direct and marketing expenses (240,717 ) (214,449 ) Other operating income 2,407 263 General and administration expenses (34,701 ) (43, |
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| June 7, 2022 |
CORRESP 1 filename1.htm Brian F. Leaf T: +1 703 456 8053 [email protected] June 7, 2022 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed March 23, 2022 File No. 333-263800 La |
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| June 7, 2022 |
EX-10.2 3 d274389dex102.htm EX-10.2 Exhibit 10.2 OPTION GRANT NOTICE (US / UK) SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN] Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan [:Non-Employee Sub-Plan] (as amended from time to time, the “Plan”) of Super Group ( |
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| June 7, 2022 |
EX-10.4 Exhibit 10.4 RESTRICTED SHARE UNIT GRANT NOTICE (INTERNATIONAL) SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN WITH NON-EMPLOYEE SUB-PLAN Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan with Non-Employee Sub-Plan (as amended from time to time, the “Plan”) of S |
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| June 7, 2022 |
EX-FILING FEES 11 d274389dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Super Group (SGHC) Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pri |
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| June 7, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on June 7 , 2022 No. |
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| May 25, 2022 |
Super Group Reports First Quarter 2022 Financial Results EX-99.1 2 d363221dex991.htm EX-99.1 Exhibit 99.1 Super Group Reports First Quarter 2022 Financial Results • Revenue of €334.5 million up 7% period over period • Adjusted EBITDA of €61.5 million up 14% period over period • Loss after tax of €163.2 million includes €201.5 million of costs and changes in fair values associated with the business combination and listing as a public company • Cash and c |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 25, 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant?s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1A |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant?s name into English) Super Group (SGHC) Limited Bordeaux Court, Les Echelons St. Peter Port, Gue |
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| May 11, 2022 |
Super Group Appoints Natara Holloway and Jonathan Jossel to its Board of Directors Exhibit 99.1 Super Group Appoints Natara Holloway and Jonathan Jossel to its Board of Directors New York, NY – May 11, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced the appointment of Natara Holloway and Jonathan Jossel to its Board |
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| April 20, 2022 |
EX-2.4 2 d303060dex24.htm EX-2.4 Exhibit 2.4 Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) As of April 20, 2022, Super Group (SGHC) Limited (“Super Group,” “our company,” “we,” “us,” and “our”) has the following securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Ordinary Shares, no p |
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| April 20, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| April 20, 2022 |
EX-12.1 Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Neal Menashe, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue |
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| April 20, 2022 |
EX-13.1 Exhibit 13.1 Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States |
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| April 20, 2022 |
EX-12.2 Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Alinda Van Wyk, certify that: 1. I have reviewed this annual report on Form 20-F of Super Group (SGHC) Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untru |
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| April 13, 2022 |
6-K 1 d541707d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Les |
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| April 13, 2022 |
Super Group Reports Full-Year 2021 Financial Results Exhibit 99.1 Super Group Reports Full-Year 2021 Financial Results ? FY 2021 Revenue up 45% year-over-year to ?1.32 billion ? FY 2021 Profit for the year up 58% year-over-year to ?235.9 million ? FY 2021 Adjusted EBITDA of ?289.5 million, a 60% increase from prior year ? Management to host conference call today at 8:30 a.m. ET New York, NY ? April 13, 2022 ? Super Group (SGHC) Limited (NYSE: SGHC) |
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| March 23, 2022 |
Amended and Restated Registration Rights Agreement.* EX-10.7 4 d274389dex107.htm EX-10.7 Exhibit 10.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this “Registration Rights Agreement”), dated as of January 27, 2022 (the “Effective Date” |
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| March 23, 2022 |
Power of Attorney (included on signature page to the registration statement).* F-1 1 d274389df1.htm F-1 Table of Contents As filed with the Securities and Exchange Commission on March 23, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact name of registrant as specified in its charter) Island of Guernsey 7990 Not Applicable (State or other jur |
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| March 23, 2022 |
EX-FILING FEES 8 d274389dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Super Group (SGHC) Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pric |
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| February 24, 2022 |
6-K 1 d321984d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-41253 Super Group (SGHC) Limited (Translation of registrant’s name into English) Super Group (SGHC) Limited Bordeaux Court, Le |
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| February 24, 2022 |
Super Group Provides FY2021 Preliminary Results and Exceeds Forecast EX-99.1 2 d321984dex991.htm EX-99.1 Exhibit 99.1 Super Group Provides FY2021 Preliminary Results and Exceeds Forecast • Full Year 2021 Net Gaming Revenue up ~36% year-over-year, exceeding $1,520 million • Estimated Full Year 2021 EBITDA in excess of $350 million • Super Group to report full year 2021 financial results in the first half of April New York, NY – February 23, 2022 – Super Group (SGHC) |
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| February 14, 2022 |
DISCOVERY CAPITAL MANAGEMENT, LLC / CT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2022 |
Consent of BDO LLP, independent accountants, Lanester Investments Limited.* EX-15.5 Exhibit 15.5 Consent of Independent Accountants Super Group (SGHC) Limited St. Peter Port, Guernsey We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Super Group (SGHC) Limited of our report dated September 9, 2021, relating to the consolidated financial statements of Lanester Investments Limited, which appears in Super Group (SGHC) Limited’s |
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| February 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F 20-F 1 d285295d20f.htm 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 |
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| February 2, 2022 |
SGHC 2021 Employee Stock Purchase Plan.*# EX-4.17 6 d285295dex417.htm EX-4.17 Exhibit 4.17 SUPER GROUP (SGHC) LIMITED 2021 EMPLOYEE SHARE PURCHASE PLAN ADOPTED BY THE TRANSACTION COMMITTEE OF THE BOARD OF DIRECTORS: 22 DECEMBER 2021 APPROVED BY THE COMPANY’S SHAREHOLDERS: 31 DECEMBER 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given a |
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| February 2, 2022 |
SGHC 2021 Equity Incentive Plan.*# EX-4.15 5 d285295dex415.htm EX-4.15 Exhibit 4.15 SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN WITH NON-EMPLOYEE SUB-PLAN ADOPTED BY THE TRANSACTION COMMITTEE OF THE BOARD OF DIRECTORS 22 DECEMBER 2021 APPROVED BY THE COMPANY’S SHAREHOLDERS: 31 DECEMBER 2021 EFFECTIVE DATE: 27 JANUARY 2022 TABLE OF CONTENTS Page 1. PURPOSE 1 2. ELIGIBILITY 1 3. ADMINISTRATION AND DELEGATION. 1 4. SHARES AV |
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| February 2, 2022 |
EX-2.3 4 d285295dex23.htm EX-2.3 Exhibit 2.3 WARRANT ASSUMPTION AGREEMENT THIS WARRANT ASSUMPTION AGREEMENT (this “Warrant Assumption Agreement”) is entered into as of January 27, 2022 by and among SPORTS ENTERTAINMENT ACQUISITION CORP., a Delaware corporation (the “SEAC”), SUPER GROUP (SGHC) LIMITED, a company incorporated under the laws of Guernsey (“NewCo”), and CONTINENTAL STOCK TRANSFER & TRU |
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| February 2, 2022 |
EX-15.3 Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Shell Company Report on Form 20-F of our report dated June 21, 2021, except for the effects of the restatement disclosed in Note 2, as to which the date is December 1, 2021, relating to the financial statements of Sports Entertainment Acquisition Corp., which is |
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| February 2, 2022 |
EX-1.2 3 d285295dex12.htm EX-1.2 Exhibit 1.2 Adopted pursuant to shareholder resolutions dated 14 December, 2021 The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUPER GROUP (SGHC) LIMITED -iii- TABLE OF CONTENTS Page 1. DEFINITIONS, INTERPRETATION AND EXCLUSION OF STANDARD ARTICLES 1 2. SHARES 7 3. ORDINARY SH |
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| February 2, 2022 |
Exhibit 1.1 Adopted pursuant to shareholder resolutions dated 14 December, 2021 The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF INCORPORATION OF SUPER GROUP (SGHC) LIMITED The Companies (Guernsey) Law, 2008 (as amended) Non-Cellular Company Limited by Shares Amended and Restated Memorandum of Incorporation of Super Group (SG |
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| February 2, 2022 |
Consent of BDO LLP, independent registered public accounting firm, SGHC Limited.* EX-15.4 Exhibit 15.4 Consent of Independent Registered Public Accounting Firm Super Group (SGHC) Limited St. Peter Port, Guernsey We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Super Group (SGHC) Limited of our report dated September 9, 2021, relating to the consolidated financial statements of SGHC Limited, which appears in Super Group (SGHC) Limi |
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| January 26, 2022 |
8-A12B 1 d303105d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Super Group (SGHC) Limited (Exact Name Of Registrant As Specified In Its Charter) Island of Guernsey N/A (State of incorporation or organization) (I.R.S. Employer |
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| January 13, 2022 |
424B3 1 d218743d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259395 SPORTS ENTERTAINMENT ACQUISITION CORP. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, Florida 33408 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF SPORTS ENTERTAINMENT ACQUISITION CORP. To Be Held On January 26, 2022 To the Stockholders of Sports Entertainment Acquisitio |
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| January 10, 2022 |
CORRESP 1 filename1.htm SUPER GROUP (SGHC) LIMITED Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY1 1AR +44 (0) 14 8182-2939 January 10, 2022 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Financial Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Keira Nakada Linda Cvrkel Taylor Beech Jacqueline Kaufman RE: Super Group (SGHC |
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| January 10, 2022 |
F-4/A 1 d218743df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on January 10, 2022 Registration No. 333-259395 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact Name of Each Registrant as Specified in its Charter) Island o |
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| January 10, 2022 |
CORRESP 1 filename1.htm David G. Peinsipp T: +1 415 693 2177 [email protected] January 10, 2022 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No. 4 to Registration Statement on Form F-4 Filed December 22, 2021 File No |
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| December 22, 2021 |
Super Group (SGHC) Limited Articles of Incorporation.* EX-3.2 3 d218743dex32.htm EX-3.2 Exhibit 3.2 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INTERPRETATION 4 3. STANDARD ARTICLES NOT TO APPLY 5 4. POWER OF THE DIRECTORS TO ISSUE SHARES 5 5. COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST 6 6. VARIATION OF CLASS RIGHTS 7 7. CALLS ON SHARES 7 8. FORFEITURE 8 9. LIEN 10 10. TRANSFER OF SHARES 10 11. DISCLOSURE OF BENEFICIAL INTERESTS 11 12. THE REGISTER 11 13. C |
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| December 22, 2021 |
List of Subsidiaries of Super Group (SGHC) Limited.* EX-21.1 9 d218743dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries of Super Group (SGHC) Limited Entity Name Jurisdiction Super Group (SGHC) Merger Sub, Inc Delaware SGHC UK Limited UK SGHC SA Limited Australia Webhost Limited Guernsey Pelion Holdings Limited Guernsey Lanester Investments Limited Guernsey Seabrook Limited Gibraltar Selborne Ltd Gibraltar Digimedia Limited Malta AlphaMedia Limit |
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| December 22, 2021 |
Super Group (SGHC) Limited Memorandum of Incorporation.* EX-3.1 2 d218743dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES (GUERNSEY) LAW, 2008 NON-CELLULAR COMPANY LIMITED BY SHARES MEMORANDUM and ARTICLES OF INCORPORATION of SUPER GROUP (SGHC) LIMITED Incorporated on 29 March 2021 29 March THE COMPANIES (GUERNSEY) LAW, 2008 NON-CELLULAR COMPANY LIMITED BY SHARES MEMORANDUM OF INCORPORATION of SUPER GROUP (SGHC) LIMITED (the “Company”) 1. The Company’s name i |
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| December 22, 2021 |
F-4/A 1 d218743df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on December 21, 2021 Registration No. 333-259395 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact Name of Each Registrant as Specified in its Charter) Island |
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| December 22, 2021 |
EX-4.3 4 d218743dex43.htm EX-4.3 Exhibit 4.3 WARRANT ASSUMPTION AGREEMENT THIS WARRANT ASSUMPTION AGREEMENT (this “Warrant Assumption Agreement”) is entered into as of December [•], 2021, by and among SPORTS ENTERTAINMENT ACQUISITION CORP., a Delaware corporation (the “SEAC”), SUPER GROUP (SGHC) LIMITED, a company incorporated under the laws of Guernsey (“NewCo”), and CONTINENTAL STOCK TRANSFER & |
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| December 22, 2021 |
Opinion of Ropes & Gray LLP as to certain U.S. tax matters.* EX-8.3 Exhibit 8.3 ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM December 21, 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, Florida 33408 Ladies and Gentlemen: We have acted as counsel to Sports Entertainment Acquisition Corp. (“SEAC”), a Delaware corporation, in connection with the pre |
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| December 21, 2021 |
David G. Peinsipp T: +1 415 693 2177 [email protected] December 21, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No. 3 to Registration Statement on Form F-4 Filed December 7, 2021 File No. 333-259395 Ladies and |
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| December 7, 2021 |
EX-4.3 4 d218743dex43.htm EX-4.3 Exhibit 4.3 WARRANT ASSUMPTION AGREEMENT THIS WARRANT ASSUMPTION AGREEMENT (this “Warrant Assumption Agreement”) is entered into as of December [•], 2021, by and among SPORTS ENTERTAINMENT ACQUISITION CORP., a Delaware corporation (the “SEAC”), SUPER GROUP (SGHC) LIMITED, a company incorporated under the laws of Guernsey (“NewCo”), and CONTINENTAL STOCK TRANSFER & |
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| December 7, 2021 |
List of Subsidiaries of Super Group (SGHC) Limited.* EX-21.1 Exhibit 21.1 List of Subsidiaries of Super Group (SGHC) Limited Entity Name Jurisdiction Super Group (SGHC) Merger Sub, Inc Delaware SGHC UK Limited UK SGHC SA Limited Australia Webhost Limited Guernsey Pelion Holdings Limited Guernsey Lanester Investments Limited Guernsey Seabrook Limited Gibraltar Selborne Ltd Gibraltar Digimedia Limited Malta AlphaMedia Limited Malta Digimedia (Alderney |
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| December 7, 2021 |
As filed with the Securities and Exchange Commission on December 6, 2021 Table of Contents As filed with the Securities and Exchange Commission on December 6, 2021 Registration No. |
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| December 7, 2021 |
Opinion of Ropes & Gray LLP as to certain U.S. tax matters.* EX-8.3 Exhibit 8.3 ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM December 6, 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, Florida 33408 Ladies and Gentlemen: We have acted as counsel to Sports Entertainment Acquisition Corp. (“SEAC”), a Delaware corporation, in connection with the prep |
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| December 7, 2021 |
Super Group (SGHC) Limited Articles of Incorporation.* EX-3.2 3 d218743dex32.htm EX-3.2 Exhibit 3.2 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INTERPRETATION 4 3. STANDARD ARTICLES NOT TO APPLY 5 4. POWER OF THE DIRECTORS TO ISSUE SHARES 5 5. COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST 6 6. VARIATION OF CLASS RIGHTS 7 7. CALLS ON SHARES 7 8. FORFEITURE 8 9. LIEN 10 10. TRANSFER OF SHARES 10 11. DISCLOSURE OF BENEFICIAL INTERESTS 11 12. THE REGISTER 11 13. C |
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| December 7, 2021 |
Super Group (SGHC) Limited Memorandum of Incorporation.* Exhibit 3.1 THE COMPANIES (GUERNSEY) LAW, 2008 NON-CELLULAR COMPANY LIMITED BY SHARES MEMORANDUM and ARTICLES OF INCORPORATION of SUPER GROUP (SGHC) LIMITED Incorporated on 29 March 2021 29 March THE COMPANIES (GUERNSEY) LAW, 2008 NON-CELLULAR COMPANY LIMITED BY SHARES MEMORANDUM OF INCORPORATION of SUPER GROUP (SGHC) LIMITED (the ?Company?) 1. The Company?s name is ?Super Group (SGHC) Limited?. 2 |
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| December 6, 2021 |
David G. Peinsipp T: +1 415 693 2177 [email protected] December 6, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No. 2 to Registration Statement on Form F-4 Filed November 12, 2021 File No. 333-259395 Ladies and |
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| November 17, 2021 |
425 1 brhc10030942425.htm 425 Filed by Super Group (SGHC) LTD pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sports Entertainment Acquisition Corp. (File No. 001-39583) Sports Entertainment Acquisition Corp. Provides Update on Audit Committee Requirements and Business Combination Amendment No |
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| November 17, 2021 |
Filed by Super Group (SGHC) LTD pursuant to Rule 425 425 1 brhc10030935425.htm 425 Filed by Super Group (SGHC) LTD pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sports Entertainment Acquisition Corp. (File No. 001-39583) Super Group and Sports Entertainment Acquisition Corp. – Analyst Day, November 12, 2021 C O R P O R A T E P A R T I C I P A |
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| November 12, 2021 |
425 1 brhc10030794425.htm 425 Analyst Day PresentationNovember 2021 Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed businesscombination (the “Business Combination”) between Sports Entertainment Acquisition Corp. (“SEAH”) and SGHC Limited and its subsidiaries (th |
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| November 12, 2021 |
As filed with the Securities and Exchange Commission on November 12, 2021 F-4/A 1 d218743df4a.htm F-4/A Table of Contents As filed with the Securities and Exchange Commission on November 12, 2021 Registration No. 333-259395 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact Name of Each Registrant as Specified in its Charter) Island |
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| November 12, 2021 |
CORRESP 1 filename1.htm David G. Peinsipp T: +1 415 693 2177 [email protected] November 12, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Amendment No.1 to Registration Statement on Form F-4 Filed October 27, 2021 File No. |
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| October 27, 2021 |
As filed with the Securities and Exchange Commission on October 27, 2021 Table of Contents As filed with the Securities and Exchange Commission on October 27, 2021 Registration No. |
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| October 27, 2021 |
Super Group (SGHC) Ltd Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY11AR CORRESP 1 filename1.htm Super Group (SGHC) Ltd Bordeaux Court, Les Echelons St. Peter Port, Guernsey, GY11AR October 27, 2021 Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Super Group (SGHC) Ltd Registration Statement on Form F-4 Filed on September 9, 2 |
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| September 29, 2021 |
425 1 brhc10029432425.htm 425 Investor Presentation September 2021 Filed by Super Group (SGHC) LTD pursuant to Rule 425under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12under the Securities Exchange Act of 1934Subject Company: Sports Entertainment Acquisition Corp.(File No. 001-39583) Disclaimer This investor presentation (this “Presentation”) is for informational purposes on |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021 F-4 1 d218743df4.htm F-4 Table of Contents As filed with the Securities and Exchange Commission on September 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Super Group (SGHC) Limited (Exact Name of Each Registrant as Specified in its Charter) Island of Guernsey 7990 Not Applicabl |
