エドガーで原本を確認する
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: 001-40799
Sportradar Group AG
(Translation of registrant’s name into English)
Feldlistrasse 2
CH-9000 St. Gallen
Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
As previously disclosed by Sportradar Group AG (the “Company”), in connection with the Company's previously announced underwritten secondary public offering of an aggregate of 23,000,000 Class A ordinary shares of the Company (the “Secondary Offering”) by CPP Investment Board Europe Inc. (“CPPIB”), TCV IX Sports Corp. (“TCV”), and Carsten Koerl (collectively, the “Selling Shareholders”), the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company, the Selling Shareholders, and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), pursuant to which the Underwriters were granted a 30-day option to purchase up to an additional 3,450,000 Class A ordinary shares (the “Option Shares”) from CPPIB and TCV. On May 5, 2025, the Company closed on the Option Shares, following a full exercise of the option by the Underwriters. The Company did not receive any proceeds from the sale of the Option Shares.
The Secondary Offering was made pursuant to the Company’s registration statement on Form F-3 (File No. 333-286679) filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025 (the “Registration Statement”), a prospectus, dated April 22, 2025 included as part of the Registration Statement, a preliminary prospectus supplement, dated April 22, 2025 and filed with the SEC on April 22, 2025, and a final prospectus supplement, dated April 23, 2025 and filed with the SEC on April 24, 2025.
The information contained herein is hereby incorporated by reference into (i) the Registration Statement and (ii) the Company’s Registration Statement on Form S-8 (File No. 333-259885).
The attached Exhibit 5.1 opinion of Niederer Kraft Frey Ltd. regarding certain Swiss law matters relating to the Option Shares, including the validity of the Option Shares, is hereby incorporated by reference into the Registration Statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sportradar Group AG | |||
| By: | /s/ Michael Miller | ||
| Name: | Michael Miller | ||
| Title: | Chief Legal and Administrative Officer | ||
Date: May 5, 2025
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 5.1 | Opinion of Niederer Kraft Frey Ltd. |
Exhibit 5.1
|
Sportradar Group AG |
May 5, 2025
Sportradar Group AG – Registration Statement on Form F-3 – Class A Ordinary Shares
Ladies and Gentlemen
We, Niederer Kraft Frey AG, have acted as Swiss counsel to Sportradar Group AG, St. Gallen, Switzerland, a Swiss stock corporation (“Company”), in connection with the offer and sale by CPP Investment Board Europe Inc. (“CPP”) and TCV IX Sports Corp.(“TCV”) of an aggregate of 3,450,000 Class A ordinary shares, nominal value CHF 0.10, of the Company (the “Option Shares” and the “Offering”, respectively), pursuant to the full exercise of an option granted to the Underwriters (as defined below) as provided in the Underwriting Agreement (as defined below). The Option Shares are included in a Registration Statement on Form F−3 under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on April 22, 2025 (File No. 333-286679) (as so filed and amended, the “Registration Statement”), a base prospectus, dated April 22, 2025 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a preliminary prospectus supplement dated April 22, 2025, filed with the Commission pursuant to Rule 424(b) under the Act, and a final prospectus supplement, dated April 24, 2025, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”), and are being offered pursuant to an underwriting agreement, dated April 23, 2025 (the “Underwriting Agreement”), among the Company, CPP, TCV, Carsten Koerl and the underwriters named therein (the underwriters named in the Underwriting Agreement, the “Underwriters”).
This opinion is confined to and given only on the basis of the laws of Switzerland in force at the date hereof. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below) and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement (including any document incorporated by reference in the Registration Statement or exhibit thereto) or the Prospectus other than as expressly stated herein with respect to the Option Shares. For purposes of giving this opinion, we have exclusively examined and relied on originals or copies of the following documents available to us (collectively “Documents”) and – beyond that – have not conducted any due diligence or similar investigation or verification as to any matters stated herein or as to factual circumstances:
| i. | the Registration Statement; |
| ii. | the Prospectus; |
| iii. | the Underwriting Agreement; |
| iv. | a notarized copy of the articles of association of the Company, dated April 15, 2025 (the “Articles”), notarized as per April 15, 2025; |
| v. | a certified excerpt from the Commercial Register of the Canton of St. Gallen (the “Commercial Register”) for the Company, dated April 25, 2025; and |
| vi. | minutes of a meeting of the board of directors or a committee thereof the Company at which the Offering and the actions to be taken in connection therewith were approved. |
Based upon the foregoing, we are of the following opinion: The Option Shares, are validly issued, fully paid as to their nominal value and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, for the sole reason of them being a holder of the Option Shares).
We have rendered this opinion as of the date hereof and we assume no obligation to advise you on changes relevant to this opinion that may thereafter be brought to our attention.
This legal opinion is addressed to the Company. We hereby consent to the filing of this opinion as Exhibit 5.1 to a Report on Form 6-K and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act. This legal opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.
This opinion shall be governed by and construed in accordance with the laws of Switzerland. It may only be relied upon on the express condition that any issues of interpretation arising hereunder will be governed by the laws of Switzerland. We confirm our understanding that all disputes out of or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being Zurich 1.
Sincerely yours,
/s/ Niederer Kraft Frey Ltd