UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Mark One)

☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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 March 31, 2021

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

☐    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission file number: 001-394771799983

GLOBAL BLUE GROUP HOLDING AG

(Exact name of Registrant as specified in its charter)

Switzerland

(Jurisdiction of incorporation)

Zürichstrasse 38, 8306 Brüttisellen, Switzerland

+41 22 363 77 40

(Address of principal executive offices)

Jeremy Henderson-Ross

Tel: +41 22 363 77 40

Route de Crassier 7

1262 Eysins

Switzerland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Kenneth B. Wallach

Xiaohui (Hui) Lin

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Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Securities registered or to be registered pursuant to Section 12(b) of the [Act]:

Title of each class	Trading Symbol	Name of ea ch exchange on which registered
Ordinary Shares, nominal value CHF 0.01 per share	GB	New York Stock Exchange
Warrants to purchase ordinary shares	GB.WT	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.

Ordinary shares: 180,534,962

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the U.S. Securities Act of 1933, as amended.

☐ Yes    ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).

☐ Yes    ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes    ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes    ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐ Yes    ☒ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report

☐ Yes    ☒ No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP	International Financial Reporting Standards	Other
	as issued by the International Accounting Standards Board
☐	☒	☐

                                         

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17    ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes    ☒ No

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GLOBAL BLUE GROUP HOLDING AG

TABLE OF CONTENTS

		PAGE
	Forward-looking statements	5
PART I		11
Item 1.	Identity of Directors, Senior Management and Advisers	11
	A. Directors and Senior Management	11
	B. Advisers	11
	C. Auditors	11
Item 2.	Offer Statistics and Expected Timetable	11
Item 3.	Key Information	11
	A. Selected Financial Data	11
	B. Capitalization and Indebtedness	13
	C. Reasons for the Offer and Use of Proceeds	14
	D. Risk Factors	14
Item 4.	Information on the Company	38
	A. History and Development of the Company	38
	B. Business Overview	39
	C. Organizational Structure	43
	D. Property, Plants and Equipment	44
Item 4A.	Unresolved Staff Comments	45
Item 5.	Operating and Financial Review and Prospects	45
	A. Operating Results	45
	B. Liquidity and Capital Resources	56
	C. Research and Development, Patents and Licenses	67
	D. Trend Information	67
	E. Off-Balance Sheet Arrangements	68
	F. Tabular Disclosure of Contractual Obligations	68
	G. Safe Harbor	69
Item 6.	Directors, Senior Management and Employees	69
	A. Directors and Senior Management	69
	B. Compensation	74
	C. Board Practices	83
	D. Employees	84
	E. Share Ownership	86
Item 7.	Major Shareholders and Related Party Transactions	86
	A. Major Shareholders	86
	B. Related Party Transactions	87
	C. Interests of Experts and Counsel	93
Item 8.	Financial Information	93
	A. Consolidated Statements and Other Financial Information	93
	B. Significant Changes	95
Item 9.	The Offer and Listing	96

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	A. Offer and Listing Details	96
	B. Plan of Distribution	96
	C. Markets	96
	D. Selling Shareholders	96
	E. Dilution	96
	F. Expenses of the Issue	96
Item 10.	Additional Information	96
	A. Share Capital	96
	B. Memorandum and Articles of Association	96
	C. Material Contracts	96
	D. Exchange Controls	97
	E. Taxation	97
	F. Dividends and Paying Agents	103
	G. Statement by Experts	103
	H. Documents on Display	103
	I. Subsidiary Information	104
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	104
Item 12.	Description of Securities Other than Equity Securities	106
	A. Debt Securities	106
	B. Warrants and Rights	106
	C. Other Securities	106
	D. American Depositary Shares	106
PART II		107
Item 13.