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United States securities and exchange commission logo
September 13, 2022
Fidji Simo
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, CA 94105
Re: Maplebear Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August
22, 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. 2 to Draft Registration Statement on Form S-1
Market, Industry and Other Data, page 81
1. Please tell us whether
you commissioned the Yipit Data for use connection with this
offering. If so, please
file Yipit's consent as an exhibit to the registration statement as
required by Section 7
of the Securities Act and Securities Act Rule 436, and please delete
the disclaimer on page
82 which seeks to limit YipitData's liability for the data and
information.
Fidji Simo
FirstName
Maplebear LastNameFidji Simo
Inc.
Comapany 13,
September NameMaplebear
2022 Inc.
September
Page 2 13, 2022 Page 2
FirstName LastName
Use of Proceeds, page 83
2. Please disclose the approximate amount of net proceeds that will be
used to satisfy the
anticipated tax withholding and remittance obligations relating to the
settlement of certain
outstanding RSUs. See Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Financial Model
Core Principles of Our Financial Model, page 95
3. We note your response to comment 2, however we continue to believe
that you should
disclose the number or percentage of your customers that are
Instacart+ members for prior
periods, particularly given your disclosure comparing the changes in
the percentage of
your total GTV generated from orders from Instacart+ members over
time. 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, to the extent accurate
4. Please tell us why you believe it is appropriate to highlight a
compound annual growth
rate for average monthly gross profit of 45% from year 1 to year 3, as
you do on page
101. We note that this is largely driven by the 2019 cohort, which is
the only cohort
included in each of the three years presented. We note that the
percentage increase in year
1 to year 2 is significantly larger for the 2019 cohort than other
cohorts. Please revise to
present a more balanced picture of the changes in average monthly
gross profit for your
cohorts overall.
Market Share among Digital-First Platform, page 154
5. Please indicate the number of consumers surveyed by YipitData to
produce the data
shown here, as well as the method of selecting such consumers.
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