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United States securities and exchange commission logo
April 14, 2023
Fidji Simo
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, CA 94105
Re: Maplebear Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted March 20,
2023
CIK No. 0001579091
Dear Fidji Simo:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
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 our comments apply 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 these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Business Model, page 4
1. Please expand the
bullet point on net income to explain that net income for 2022 included
a $358 million benefit
from the release of your full valuation allowance on your deferred
tax assets in the
United States.
2. Please expand your
disclosure to clarify the expansion to your business that "optimizes for
profitable growth over
time" following the pandemic.
3. You present the changes
in line items and metrics from 2020 to 2022, which we note
includes a period where
your growth was significantly accelerated by the COVID-19
Fidji Simo
Maplebear Inc.
April 14, 2023
Page 2
pandemic. Please revise so that it is clear to investors that the
period included here shows
significant growth due to COVID-19, and that you do not expect your
pandemic-
accelerated growth rates to recur in future periods. Please also tell
us why you believe
that the comparison from 2020 to 2022 is appropriate and why you are
not disclosing
changes from 2021 to 2022. Please include disclosure here quantifying
your accumulated
deficit and disclosing that you only recently began generating profit
and that you have
historically experienced significant net losses.
Executive Compensation
Summary Compensation Table, page 233
4. We note footnote 2 to the Summary Compensation Table which states that
the amount
disclosed in the "Stock Awards" column represents the aggregate
grant-date fair value of
each RSU award and PSU award granted during 2022. We also note your
disclosure that
achievement of the liquidity event-based vesting condition and, as
applicable, the market
capitalization goal, were not deemed probable on the date of grant.
Please explain how
your disclosure is consistent with Instruction 3 to Item 402(c)(2)(v)
and (vi). Please also
disclose in the footnote the value of the award at grant date assuming
that the highest level
of performance conditions will be achieved.
Notes to Consolidated Financial Statements
13. Income Taxes, page F-54
5. Please provide us with a comprehensive analysis of ASC 740-10-30 to
support the release
of your entire valuation allowance of $358 million related to the U.S.
federal and state net
deferred tax assets during the fiscal year ended December 31, 2022. In
your response,
please quantify the amount of cumulative income in recent years,
including the effect of
permanent adjustments, and compare for us the magnitude and
duration of the periods of
losses and profitability. Describe the factors driving the past losses
and the changes that
result in current profitability. Explain why profitability is
sustainable, including how you
considered the effect of economic uncertainty in your analysis. Last,
detail for us
management s track record in making forecasts for the past three
years by comparing the
forecasted income or loss for the upcoming year against actual
results.
14. Net Income (Loss) per Share Attributable to Common Stockholders, page F-57
FirstName LastNameFidji Simo
6. Please tell us your determination of the $20 million undistributed
earnings reallocated to
Comapany NameMaplebear
common stockholdersInc.
included in your net income (loss) attributable
to common
stockholders,
April 14, 2023 Page 2diluted for fiscal year ended December 31, 2022.
FirstName LastName
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
April NameMaplebear Inc.
14, 2023
April 314, 2023 Page 3
Page
FirstName LastName
You may contact Suying Li at 202-551-3335 or Theresa Brillant at
202-551-3307 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jon Avina