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United States securities and exchange commission logo
June 9, 2022
Fidji Simo
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, CA 94105
Re: Maplebear Inc.
Draft Registration
Statement on Form S-1
Submitted May 11,
2022
CIK No. 0001579091
Dear Ms. Simo:
We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted May 11, 2022
Prospectus Summary, page 1
1. We note your discussion
here and throughout the filing related to your monthly active
orderers, including the
amount of your current monthly active orderers. In an appropriate
place in your filing,
please disclose the number of your monthly active orderers for prior
comparable periods.
Our Business Model, page 3
2. Please disclose the
percentage of your total revenue for the periods presented attributable
to transaction fees and
advertising fees, respectively.
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
June 9, 2022NameMaplebear Inc.
June 9,
Page 2 2022 Page 2
FirstName LastName
3. We note your disclosure that "[f]rom 2019 to 2021, our growth was
significantly
accelerated by the COVID-19 pandemic, which helped establish a
business with much
greater scale and much higher gross profit." Please disclose, as you
do in your risk factor
on page 21, whether you expect this growth trend to continue in future
periods.
4. Please amend your disclosure in this section, where you discuss GTV,
to disclose, as you
do on page 84, that your average transaction revenue per order was
approximately 5% of
GTV.
Instacart Technology, page 6
5. Please briefly describe, in an appropriate place in your prospectus,
how you calculate ROI
ads offerings.
6. Please disclose the percentage of your customers that are Express
members, and provide
this information for prior periods so that investors can understand
any trends in
membership.
For Shoppers, page 12
7. You disclose that "[w]e recognize hard work and reward the strongest
shoppers with
impactful incentives that help them stand out to their customers,
increase their access to
earnings, and reach their personal goals." In an appropriate place in
your prospectus,
please describe the incentives you offer to shoppers.
Risk Factors Summary, page 15
8. Please revise your disclosure that the COVID-19 pandemic has had a
significant impact
on your business to clarify how the pandemic impacted your business
and your
expectations for the continuation of your past growth rate in future
periods. To the extent
that there are any specific indicators of the slowing demand for
online grocery shopping,
please highlight this and revise your disclosure here and elsewhere to
present a balanced
picture of your anticipated growth and margins going forward. We note,
in particular,
your disclosure on page 22 where you state that the increased demand
for your offerings
that was generated by the pandemic has decreased since 2020, as well
as your disclosure
on page 27 that you have experienced lower average order values from
customers. Please
quantify such decreases, to the extent possible.
Risk Factors, page 21
9. We note your references throughout the filing to supply chain issues.
Discuss whether
supply chain disruptions materially affect your outlook or business
goals. Specify
whether these challenges have materially impacted your results of
operations or capital
resources and quantify, to the extent possible, how your sales,
profits, and/or liquidity
have been impacted. Explain whether and how you have undertaken
efforts to mitigate
the impact and where possible quantify the impact to your business.
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
June 9, 2022NameMaplebear Inc.
June 9,
Page 3 2022 Page 3
FirstName LastName
"We have a history of net losses . . .", page 21
10. Please revise to indicate why your ability to generate profit is
"highly impacted" by
growth in your advertising revenue. It is unclear why your ability to
generate profit will
be influenced more by advertising revenue than transactional revenue.
"If we fail to cost-effectively acquire new customers . . .", page 22
11. Please define "highly-engaged customer," including how you measure
engagement of
customers generally.
"We are subject to rapidly changing and increasingly stringent laws . . .",
page 51
12. We note your disclosure that certain of your subsidiaries have
operations in China. Please
tell us whether your subsidiaries with operations in China are
material to your business,
and revise your filing, as applicable, to provide more specific and
prominent disclosures
about the legal and operational risks associated with your operations
in China. For
additional guidance, please see the Division of Corporation Finance's
Sample Letter to
China-Based Companies issued by the Staff in December 2021.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 82
13. Please revise your graphic on page 84 so that the text is legible.
How We Generate Revenue
Transaction Revenue, page 85
14. Please separately quantify the amount of revenue you generate from
retailer fees and
customer fees, or tell us why you do not believe such information is
material to investors.
Core Principles of Our Financial Model, page 86
15. Please add a y-axis to the graphic, delineating the amount of GTV
shown in the bars in the
graphic.
16. You disclose that your customer cohorts highlight the strong retention
dynamics in your
business and your proven ability to increase engagement with each
cohort, and you
highlight that annual GTV for the 2019 cohort has expanded every year.
Please tell us the
consideration you gave to providing customer cohort information for
periods prior to
2019, as we note that the periods covered by the current cohort data
largely cover periods
impacted by COVID-19, and this data may not represent typical cohort
behavior. In
addition, we note that year over year data for the 2020 cohort
indicates that GTV
decreased from 2020 to 2021. To provide context for the decrease,
please indicate
whether similar reductions in GTV by cohort were experienced prior to
2020. Please
provide a similar response and revised disclosure, as necessary, for
the charts on page 87,
as we note that these charts also largely cover periods impacted by
COVID-19.
Fidji Simo
Maplebear Inc.
June 9, 2022
Page 4
17. Please disclose how you calculate "lifetime value" of your customers.
18. Please clarify why the data in your chart on page 92 excludes waived
first delivery fees.
In this regard, it appears that this incentive relates directly to
customer acquisition.
19. We note that you define "monthly active orderer" as a customer who
places at least one
order on Instacart during the last calendar month of the period-end
indicated. Please
explain which customers are included in the "average monthly orders
per monthly active
orderer" and the "average monthly GTV per monthly active orderer"
charts shown on page
88. Based on the definition of "monthly active orderer," it appears
that these graphs
capture any customer who placed an order in December of the particular
year. Please
confirm and, if this is correct, please explain why you describe these
customers as "highly
engaged customers," and explain how tracking the number of orders and
average monthly
GTV of such orderers indicates that such customers are more involved
than those who
might not be deemed to be monthly active orderers.
Re-Invest for Growth, page 91
20. We note that your customer and marketing expense, customer incentives
and promotions
increased substantially from 2019 to 2021, and that you plan to
continue to increase
customer acquisition spend. To provide additional context for
investors, please indicate
the anticipated increase in marketing expense in 2022, to the extent
known, and address
the potential impacts on operating income and net income.
Key Business and Non-GAAP Metrics, page 93
21. Please revise to explain why investors would find your non-GAAP
financial measures,
Adjusted EBITDA and Adjusted EBITDA as a percentage of GTV, to be
useful.
Additionally, to the extent material, disclose the additional
purposes, if any, for which
management uses these non-GAAP financial measures. Refer to Item
10(e)(1)(i)(C) and
(D) of Regulation S-K.
22. Please present net loss and net loss as a percentage of GTV measures
wherever Adjusted
EBITDA and Adjusted EBITDA as a percentage of GTV are presented. Refer
to Item
10(e)(1)(i)(A) of Regulation S-K.
23. You include an adjustment for net reduction in revenue related to
equity agreements with
certain retailers in the net loss to Adjusted EBITDA reconciliation
on page 96. Please
expand your disclosure to explain why you believe such adjustment is
appropriate to
facilitate
FirstName internal comparisons
LastNameFidji Simo of your operating performance.
Comapany
24. NameMaplebear
Please Inc.
tell us the nature of the adjustment "reserves for sales and
other indirect taxes" to
June 9,arrive at Adjusted
2022 Page 4 EBITDA and tell us why you believe this adjustment
is appropriate.
FirstName LastName
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany
June 9, 2022NameMaplebear Inc.
June 9,
Page 5 2022 Page 5
FirstName LastName
Additional Factors Affecting Our Performance, page 96
25. We note that you have experienced supply chain disruptions. Revise to
discuss known
trends or uncertainties resulting from mitigation efforts undertaken,
if any. Explain
whether any mitigation efforts introduce new material risks, including
those related to
product quality, reliability, or regulatory approval of products.
Results of Operations
Comparison of Years Ended December 31, 2020 and 2021, page 104
26. You state that the increases in transaction revenue and advertising
and other revenue were
primarily driven by increases in number of orders and overall GTV. The
7% increase in
transaction revenue and 94% increase in advertising and other revenue
from 2020 to 2021
do not appear correlated to the 30% increase in number of orders and
20% increase in
overall GTV over the same periods. Please revise to quantify the
amount of the changes
contributed by each underlying factor that you identified. Please also
revise your
comparison of the years ended December 31, 2020 and 2019, accordingly.
Refer to Item
303 of Regulation S-K and SEC Release No. 33-8350 for guidance.
Inflation Risk, page 112
27. You disclose that "[i]nflationary pressures could drive merchant
prices higher or reduce
discretionary spending, either of which could negatively impact
consumer demand and
drive lower order volume." We note your related disclosure on page 42
that increases in
food and others costs have caused your retail partners to raise
prices. Please expand your
disclosure to identify the principal factors contributing to the
inflationary pressures the
company has experienced and clarify the impact to you specifically.
Also, update your
disclosure to identify actions planned or taken, if any, to mitigate
inflationary pressures.
Please make conforming changes to your risk factor disclosure.
Business, page 120
28. In an appropriate place in your filing, please briefly describe the
typical, material terms of
your agreements with retailers, shoppers, and advertisers.
Management, page 155
29. Please describe the extent and nature of the role of the board of
directors in overseeing
cybersecurity risks, including in connection with the company s
supply
chain/suppliers/service providers.
Sale Price History of Our Capital Stock, page 216
30. We note your disclosure that "[a]s of , 2022, there have been
no sales of our
non-voting common stock, which will be converted into voting common
stock and
subsequently reclassified into common stock immediately following the
effectiveness of
Fidji Simo
Maplebear Inc.
June 9, 2022
Page 6
the registration statement of which this prospectus forms a part."
However, you disclose
elsewhere in your filing that the prospectus assumes the conversion of
all outstanding
shares of your non-voting common stock and shares of your non-voting
common stock
underlying outstanding equity awards, warrants, and exchangeable shares
into an
equivalent number of shares of our voting common stock immediately
following the
effectiveness of the registration statement of which this prospectus
forms a part. Please
revise for consistency or advise.
General
31. It appears that you do not include any disclosure related to any
contractual lock-up or
similar agreement restricting transfer of your shares by your current
shareholders.
Considering that lock-up agreements are one of the safeguards associated
with traditional
underwritten offerings, please amend your filing to include risk factor
disclosure related to
the absence of these lock-up or other similar agreements.
32. We note that there are certain RSUs that will vest upon the effective
date of this
registration statement, as well as outstanding options and warrants.
Please revise your risk
factor to discuss how the exercise and sale of these securities close in
time to the pricing
of this offering may increase volatility.
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 Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.
Sincerely,
FirstName LastNameFidji Simo
Division of
Corporation Finance
Comapany NameMaplebear Inc.
Office of Trade &
Services
June 9, 2022 Page 6
cc: Jon Avina
FirstName LastName