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United States securities and exchange commission logo
February 5, 2024
Nick Jones
Head of Legal
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re: Marex Group plc
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted January
18, 2024
CIK No. 0001997464
Dear Nick Jones:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
January 2, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Growth from Expansion of Client Footprint, page 13
1. We note your response
to prior comment 4 and your revised disclosures on pages 15 and
127. Please describe
how you defined "larger clients" so that investors can better
understand the
positioning of the clients you present in your case studies.
Our amended and restated articles of association will contain exclusive
jurisdiction provisions,
page 70
2. We note your discussion
in the second paragraph of this risk factor that discusses the fact
that there have been
challenges to the enforceability of the exclusive forum provisions.
Nick Jones
FirstName LastNameNick Jones
Marex Group plc
Comapany5,NameMarex
February 2024 Group plc
February
Page 2 5, 2024 Page 2
FirstName LastName
Revise this risk factor to note that investors cannot waive compliance
with the federal
securities laws, and that Section 22 of the Securities Act of 1933
permits investors to
bring actions to enforce a duty or right under the Act in any state or
federal court of
competent jurisdiction.
Quantitative and Qualitative Disclosures of Market Risks, page 108
3. We note your response to prior comment 21, as well as your disclosure
in the risk factors
about the potential risk if your risk tolerance were to increase, or
your risk management
policies or processes were not able to adequately identify and address
risks. Revise this
section, or another appropriate section, to better discuss your
evaluation of risk exposure
and how management and the board address changes in risk tolerance or
risk exposure
that exceeds the existing standards.
Interest Rate Risk, page 111
4. We note your response to prior comment 22. Please revise your
disclosure to further
discuss the time period covered by your analysis of short term
interest rate changes and
any assumptions underlying your 100bp sensitivity analysis.
Management, page 166
5. We note your response to prior comment 8, your discussion in several
risk factors, as well
as your discussion of data privacy obligations on page 161. To the
extent cybersecurity
and digital privacy risks are material to your business, please
disclose how these risks fit
into your risk management structure, including the nature of the
board, or a specific
committee s role in overseeing your management of these risks.
6. Revise this section to provide a more complete response to the
information required by
Item 6 of Form 20-F. For instance, we note that you provide language
that states "the
following is a brief summary of the business experience..." as your
response to Item
6(A)(1). While we understand that your management and board may change
as a result of
the reorganization, please include the relevant disclosure for
individuals that have been
named.
Executive Officer and Director Compensation, page 169
7. Revise your disclosure to identify each key element of executive
compensation separately.
Also, please provide disclosure on an individual basis or provide us
with a specific
analysis of UK requirements that permit you to present employee and
director
compensation on an aggregate basis.
8. Please tell us whether the two named executive officers represent your
primary "risk
takers" as the term is used in the 2022 Deferred Bonus Plan discussed
on page 175. Revise
your disclosure related to your risk management activities to discuss
the oversight of your
primary "risk takers."
Nick Jones
Marex Group plc
February 5, 2024
Page 3
Articles of Association, page 183
9. We note your response to prior comment 25. Please revise this section to
describe the
exclusive forum provision in your Amended and Restated Articles of
Association.
19 Inventory, page F-60
10. We note your responses to our prior comments 10 and 17, which indicate
that your
cryptocurrency specific activities are not material to your operations or
financial results.
Please revise your disclosure to state this fact here. Additionally,
consistent with your
response, please revise your MD&A or Market Risk disclosures, where
appropriate, to
state that you monitor your overall net exposure to cryptocurrencies and
that if the price of
Bitcoin (or other significant digital asset holdings) were to rise or
fall for the periods
presented, the results would be immaterial to your operational and
financial results.
22 Derivative Instruments, page F-63
11. Please refer to prior comment 12. Noting that you offer bespoke
off-exchange hedging
solutions in the form of customized OTC derivatives hedging, please
quantify your
exposure to customized OTC derivatives for each of the periods presented
within your
financial statements.
Please contact Shannon Davis at 202-551-6687 or Lory Empie at
202-551-3714 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at
202-551-3419 with any
other questions.
Sincerely,
FirstName LastNameNick Jones
Division of
Corporation Finance
Comapany NameMarex Group plc
Office of Finance
February 5, 2024 Page 3
cc: Marc Jaffe, Esq.
FirstName LastName