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United States securities and exchange commission logo
July 15, 2022
Fidji Simo
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, CA 94105
Re: Maplebear Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 1,
2022
CIK No. 0001579091
Dear Ms. 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. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response
to comment 1. Please revise your disclosure in the prospectus
summary and in the
"Core Principles of Our Financial Model" section to clarify that
monthly active orderers
may overstate the number of unique individuals as one customer
may register for, and
use, multiple accounts, and that fluctuations in the number of
monthly active orderers
is not necessarily indicative of changes in the company's financial
performance.
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
July NameMaplebear Inc.
15, 2022
July 15,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Financial Model
Core Principles of Our Financial Model, page 95
2. We note your response to comment 6. Given your disclosure throughout
that long-term
growth of revenue and GTV depends on your ability to increase the
adoption of Instacart+
memberships, which drives increased customer engagement, we continue
to believe that
you should disclose the percentage of your customers that are
Instacart+ members and
include such information for prior periods as well. Where you include
such disclosure,
you may also disclose how the changes in the percentage of customers
that are Instacart+
members may not necessarily be indicative of overall trends,
performance, or growth.
Please also revise your disclosure to discuss the amount and percent
of GTV from
Instacart+ members for prior periods so investors can understand any
trends in the impact
of membership on the business.
3. We note that the "average monthly orders per monthly active orderer"
and the "average
monthly GTV per monthly active orderer" charts on page 95 present
period-over-period
trends for annual cohorts. Please provide information regarding how
you calculated the
data provided in the charts and the inputs used for each year in the
charts. In addition,
please clarify if the data used to calculate "year 5" orders and GTV
is only from the 2017
annual cohort, while "year 4" orders and GTV include information from
both the 2017 and
2018 annual cohorts. Please tell us why you believe it is appropriate
to group together
cohorts in this manner when you do not have data for each cohort for
all of the periods
shown. Please also discuss whether and why you expect these trends to
continue for the
cohorts not included in the current calculations.
Key Business and Non-GAAP Metrics, page 100
4. We note your revised disclosure on pages 104 and 120 in response to
comment 23. Please
revise to remove the adjustment net reduction in revenue related to
equity agreements
with certain retailers from Adjusted EBITDA. In this regard, it
appears that your
presentation substitutes individually tailored recognition and
measurement methods for
those of GAAP. Refer to Question 100.04 of the Non-GAAP Compliance and
Disclosure
Interpretations.
5. We note your response to comment 24. Please expand footnote (3) on
page 104 to
describe the adjustment for reserves for sales and other indirect
taxes and explain why
this adjustment provides useful information to investors regarding
your business
operations.
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
July NameMaplebear Inc.
15, 2022
July 15,
Page 3 2022 Page 3
FirstName LastName
Management
Role of the Board in Risk Oversight, page 171
6. We note your amended disclosure in response to comment 29 and reissue
in part. Please
describe the extent and nature of the role of the board of directors
in overseeing
cybersecurity risks in connection with the company's service
providers.
General
7. Please revise to include a "Determination of Offering Price" section.
Refer to Item 505 of
Regulation S-K.
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