 | Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 | ||||
March 19, 2021
VIA EDGAR AND FEDERAL EXPRESS
| United States Securities and Exchange Commission | |||||
| Division of Corporation Finance | |||||
| Office of Technology | |||||
| 100 F. Street, N.E. | |||||
| Washington, D.C. 20549 | |||||
| Attention: | Jan Woo | ||||
| Stephen Krikorian | |||||
| Edwin Kim | |||||
| Amanda Kim | |||||
| Re: | SEMrush Holdings, Inc. | ||||
| Amendment No. 1 to Registration Statement on Form S-1 | |||||
| Filed March 16, 2021 | |||||
| CIK No. 0001831840 | |||||
| File No. 333-253730 | |||||
Dear Ladies and Gentlemen:
This letter is submitted on behalf of SEMrush Holdings, Inc. (the “Company”) in response to a verbal comment from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) given to us on March 19, 2021 in a telephone call with the Staff with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on March 16, 2021 (the “Registration Statement”).
For your convenience, the Staff’s verbal comment is reproduced in italics herein with response immediately following the comment.
Graphic, Inside Front Cover
Presentation of only revenue based statistics in the graphic on the inside front cover of your Registration Statement provides an incomplete picture of your financial condition and, if retained, should be balanced by also disclosing, for example, net loss. Please revise accordingly .
RESPONSE: The Company respectfully acknowledges the Staff’s comment and will disclose the Company’s 2020 net loss as part of the graphic on the inside front cover of any further amendments to the Registration Statement and on the inside front cover of the final prospectus pursuant to Rule 424(b) of the Securities Act of 1933, as amended. The revised inside front cover graphic is attached to this letter as Exhibit A.
*****************
If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1751.
| Sincerely, | ||
| /s/ Jared J. Fine, Esq. | ||
| Jared J. Fine, Esq. | ||
| cc: | Oleg Shchegolev, SEMrush Holdings, Inc. | ||||
Dmitry Melnikov, SEMrush Holdings, Inc. | |||||
Kenneth J. Gordon, Goodwin Procter LLP | |||||
2
Exhibit A
