Samsonite Group (OTC: JTGEY) registers 100M ADSs under F-6 with Citibank

Rhea-AI Filing Summary

Samsonite Group S.A. filed a Form F-6 registration statement to register 100,000,000 American Depositary Shares (ADSs), each ADS representing the right to receive five (5) ordinary shares. The filing lists a proposed maximum aggregate offering price of $5,000,000 (at $5.00 per unit) and a registration fee of $690.50.

The prospectus is the proposed form of American Depositary Receipt under a deposit agreement with Citibank, N.A.. The filing states the ADS terms (voting, dividends, fees, deposit/withdrawal restrictions) and references the Company website for Rule 12g3-2(b) disclosures.

Key Figures

ADS amount registered: 100,000,000 ADSs ADS to ordinary share ratio: 1 ADS = 5 ordinary shares Proposed maximum aggregate offering price: $5,000,000 +3 more

6 metrics

ADS amount registered 100,000,000 ADSs Form F-6 registration statement

ADS to ordinary share ratio 1 ADS = 5 ordinary shares Terms of deposit in prospectus

Proposed maximum aggregate offering price $5,000,000 Calculated at $5.00 per unit

Proposed maximum price per unit $5.00 Per ADS unit for fee calculation

Registration fee $690.50 Amount of registration fee shown on cover

Effectiveness option immediately upon filing Proposed effectiveness under Rule 466

Key Terms

American Depositary Share (ADS), Form F-6, Rule 12g3-2(b)

3 terms

American Depositary Share (ADS) financial

"each ADS representing the right to receive five (5) ordinary shares"

Form F-6 regulatory

"FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES"

Form F-6 is an SEC registration form used when a U.S. depositary bank creates American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stocks. Think of an ADR as a local-language label placed on a foreign product: it makes the foreign share easier to trade and settle in U.S. markets, increasing accessibility, liquidity and investor choice while bringing certain U.S. disclosure and regulatory oversight.

Rule 12g3-2(b) regulatory

"The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i)"

As filed with the Securities and Exchange Commission on April 3, 2026 Registration No. 333  -

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 ______________

Samsonite Group S.A.

(Exact name of issuer of deposited securities as specified in its charter)

 ______________

N/A

(Translation of issuer’s name into English)

 ______________

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization of issuer)

 __________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 ______________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 ______________

John Livingston
Executive Vice President, General Counsel and Joint Company Secretary
575 West Street, Suite 110
Mansfield, MA 02048
(508) 851-1400

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

 __________________________________

Copies to:

Ethan A. Klingsberg Sarah K. Solum Pamela L. Marcogliese Taryn C. Zucker Freshfields US LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 (212) 277-4000 Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000

It is proposed that this filing become effective under Rule 466:	☐  immediately upon filing.
	☐  on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box :  ☐

 __________________________________ 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (ADS(s)), each ADS representing the right to receive five (5) ordinary shares of Samsonite Group S.A. (the “Company”)	100,000,000 ADSs	$5.00	$5,000,000.00	$690.50

*	Each unit represents 100 ADSs.
**	Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.
	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share ("ADSs")		Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt  - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (14); Reverse of Receipt - Paragraph (18).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (15) and (17).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).

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Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (14).

The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market. As of the date hereof the Company’s internet website is https://www.samsonite.com. The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b). The information so published by the Company cannot be retrieved from the internet website of the United States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.

If the Company becomes subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, it will be required to file certain reports with, and submit certain reports to, the United States Securities and Exchange Commission (the “Commission”). In that case, such reports will be available and may be retrieved from the Commission’s internet website (www.sec.gov), and may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement, by and among Samsonite Group S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ^___ Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ^___ None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. ^___ None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

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Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Samsonite Group S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of April 2026.

	Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive five (5) ordinary shares of Samsonite Group S.A.
	CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Leslie DeLuca
		Name:  Leslie DeLuca
		Title:    Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Samsonite Group S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Mansfield, Massachusetts, on March 19, 2026.

	SAMSONITE GROUP S.A.
	By:	/s/ Kyle Francis Gendreau
		Name:  Kyle Francis Gendreau
		Title:    Director and Chief Executive Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kyle Francis Gendreau, Thomas Roy Pizzuti and John Bayard Livingston to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on March 19, 2026.

Signature		Title
/s/ Kyle Francis Gendreau		Director and Chief Executive Officer
Kyle Francis Gendreau		(Principal Executive Officer)
/s/ Thomas Roy Pizzuti		Executive Vice President, Chief Financial Officer and Treasurer
Thomas Roy Pizzuti		(Principal Financial Officer)
/s/ Aaron Holzinger		Chief Accounting Officer
Aaron Holzinger		(Principal Accounting Officer)
/s/ Timothy Charles Parker		Chairman of the Board of Directors
Timothy Charles Parker
/s/ Claire Marie Bennett		Director
Claire Marie Bennett
/s/ Angela Iris Brav		Director
Angela Iris Brav
/s/ Tom Korbas		Director
Tom Korbas
/s/ Glenn Robert Richter		Director
Glenn Robert Richter
/s/ Deborah Maria Thomas		Director
Deborah Maria Thomas

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Registration Statement on Form F-6 in Mansfield, Massachusetts on March 19, 2026.

	Authorized Representative in the United States
	By:	/s/ John Bayard Livingston
	Name:	John Bayard Livingston
	Title:	Executive Vice President, General Counsel and Joint Company Secretary

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)	Form of Deposit Agreement
(d)	Opinion of counsel to the Depositary

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FAQ

What did Samsonite Group (JTGEY) register on Form F-6?

Samsonite registered 100,000,000 ADSs on Form F-6, each ADS representing five ordinary shares. The filing lists a proposed aggregate offering price of $5,000,000 and a registration fee of $690.50.

How many ordinary shares does one Samsonite ADS represent for JTGEY?

Each American Depositary Share (ADS) represents the right to receive five (5) ordinary shares of Samsonite Group S.A., as stated in the Form F-6 deposit agreement and prospectus form.

Who is the depositary and what documents are included for JTGEY?

The depositary is Citibank, N.A. The Form F-6 includes the proposed form of American Depositary Receipt as the prospectus and a form of deposit agreement, with an opinion of counsel to the depositary listed in the exhibits.

What is the proposed aggregate offering price and registration fee for JTGEY ADSs?

The filing shows a proposed maximum aggregate offering price of $5,000,000 at $5.00 per unit and an amount of registration fee of $690.50, calculated for SEC filing purposes under Rule 457(k).

Where does Samsonite say investors can find corporate disclosures under Rule 12g3-2(b)?

Samsonite states it publishes the Rule 12g3-2(b) information on its public website at https://www.samsonite.com. The filing notes translations into English are required to maintain the exemption from Exchange Act reporting.