United States securities and exchange commission logo
November 25, 2020
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re: Bumble Inc.
Draft Registration
Statement on Form S-1
Submitted October
30, 2020
CIK No. 0001830043
Dear Ms. Subramanian:
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
Cover Page
1. You disclose that you
will use a portion of the proceeds of this offering to acquire units
from Bumble Holdings
and pre-IPO owners. Please revise the cover page to briefly
describe the effects of
the Up-C structure, including that you will become the general
partner of Bumble
Holdings, the economic and voting interests of you and the Pre-IPO
Unitholders in Bumble
Holdings and the ability of the Pre-IPO Unitholders to exchange
their units for Class A
common stock.
2. You disclose that your
founder and Blackstone will continue to hold a majority of the
voting power after this
offering. Please also disclose their voting power percentage.
Anuradha B. Subramanian
FirstName
Bumble Inc.LastNameAnuradha B. Subramanian
Comapany 25,
November NameBumble
2020 Inc.
November
Page 2 25, 2020 Page 2
FirstName LastName
Summary, page 1
3. Please revise to include your definition of monthly active users
(MAUs) and any other
terms that are not currently defined in the filing.
4. Considering you recognized a net loss in fiscal 2018, please explain
your statement on
pages 5 and 119 that you have been profitable since 2010, or revise as
necessary.
Implications of Being an Emerging Growth Company, page 6
5. Please revise to clarify your election under Section 107(b) of the
JOBS Act. If you have
elected to opt out of the extended transition period for complying
with new or revised
accounting standards pursuant to Section 107(b), please include a
statement that the
election is irrevocable and check the appropriate box on the cover
page. Alternatively, if
you have elected to avail yourself of the extended transition period,
please clearly indicate
this. Also, provide a risk factor explaining that this election allows
you to delay the
adoption of new or revised accounting standards that have different
effective dates for
public and private companies until those standards apply to private
companies and as a
result your financial statements may not be comparable to companies
that comply with
public company effective dates.
Summary Historical and Pro Forma Condensed Consolidated Financial and Other
Data, page 14
6. We note your non-GAAP measure Free Cash Flow Conversion and related
disclosures.
Please revise to also present the most directly comparable GAAP
measure with equal or
greater prominence. Further, disclose why management believes the
presentation of this
non-GAAP measure provides useful information to investors and, to the
extent material, a
statement disclosing the additional purposes, if any, for which
management uses such
measure. Refer to Item 10(e)(1)(i) of Regulation S-K.
Organizational Structure, page 65
7. With respect to your post-offering organizational structure diagram,
please ensure each
bullet point clearly identifies any entity it references. For example,
clarify that units of
Bumble Holdings are exchangeable on a 1-for-1 basis for shares of
Bumble Inc.'s Class A
common stock. Also, please clarify the economic interest that you and
the Pre-IPO
Unitholders will have in Bumble Holdings. Lastly, please clarify what
the double
backslash represents.
Use of Proceeds, page 70
8. While we note your disclosure on page 47 that you intend to cause
Bumble Holdings to
make distributions in an amount sufficient to cover all payments under
the tax receivable
agreement, please advise whether a portion of the net proceeds may be
used to make cash
payments to the Pre-IPO Unitholders pursuant to the tax receivable
agreement. To the
extent you may use the net proceeds for this purpose, please revise.
Anuradha B. Subramanian
FirstName
Bumble Inc.LastNameAnuradha B. Subramanian
Comapany 25,
November NameBumble
2020 Inc.
November
Page 3 25, 2020 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Consolidated Financial Information, page 76
9. Please include a discussion of your basis for the consolidation of
Bumble Holdings L.P.
following the offering and reorganization transactions. Refer to ASC
810-10-25.
10. You disclose a Distribution Financing Transaction that occurred in
October 2020 whereby
Bumble Holdings used the proceeds from the Incremental Term Loan
Facility, totaling
$275 million, to pay a distribution of $360 million to the pre-IPO
owners. Tell us how
you considered including this borrowing and the distribution in the
pro forma financial
statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Balance Sheet Adjustments related to Reorganization Transactions and Offering
Transactions,
page 81
11. You state on page 50 that a portion of the proceeds from this offering
will be used to
purchase outstanding Units from pre-IPO owners and therefore, will not
be available to
fund your operations. Please explain why pro forma adjustment (d)
appears to assume the
receipt of all the proceeds in this offering. In this regard, tell us
if you know the number
of units or a range of units that will be purchased from pre-IPO
owners. If so,
explain how you considered reflecting such purchases in your pro forma
balance sheet
adjustments. At a minimum, please revise your pro forma footnotes to
clarify how such
purchases are reflected in your pro forma financial statements.
Income Statement Adjustments Related to Reorganization and Offering
Transactions, page 83
12. Please tell us how you factored in the exchange rights available to
the pre-IPO unit
holders in your calculation of diluted earnings per share included in
note (j).
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating and Financial Metrics, page 88
13. Please tell us the amount of Other revenue included in Badoo App
and Other revenue,
generated from the other apps you own as well as third party apps that
use your
technology. To the extent material, consider disclosing metrics
separately for those apps.
14. You disclose that 86.6% of Bumble App Paying Users and 77.4% of Badoo
App and
Other Paying Users are subscribers of one of your subscription plans.
Please revise to
disclose the period covered by these statistics.
Business, page 110
15. Disclosure on page F-27 indicates that property and equipment outside
the U.S. accounted
for 72.6% of total property and equipment as of December 31, 2019. To
the extent
material, please consider revising to disclose your number of
employees located outside
the United States and whether you have any material properties located
outside the U.S.
Anuradha B. Subramanian
Bumble Inc.
November 25, 2020
Page 4
Certain Relationships and Related Person Transactions, page 151
16. You discuss several agreements with various related parties in this
section. Please revise
these discussions to identify the persons or entities that are parties
to these agreements and
for which Item 404 of Regulation S-K requires disclosure. For example,
with respect to
your statement that you have entered into an exchange agreement with
the holders of
outstanding units, please revise to identify each such holder that is
a related person under
Item 404.
17. The exhibit index indicates that you will file forms of many of the
agreements discussed
in this section. Please file executed versions of these agreements to
the extent these
agreements are entered into prior to the effectiveness of this
registration statement.
Principal Stockholders, page 158
18. We note that holders of your Class B common stock will be entitled to
a number of votes
equal to the aggregate number of units of Bumble Holdings held by such
holder and that
your beneficial ownership table discloses the beneficial ownership of
the unitholders.
Please also disclose, either in the table or by footnote, the number
of shares of Class B
common stock held by each unitholder identified in the table.
19. We note that Accel Partners LP is identified as your co-investor.
Please tell us whether
Accel will be an entity listed on your beneficial ownership table.
Description of Capital Stock
Class B Common Stock, page 163
20. Please disclose whether your Class B common stock will have any
conversion rights.
Exclusive Forum, page 170
21. Disclosure indicates that your amended and restated certificate of
incorporation provides
that U.S. federal district courts will be the exclusive forum for the
resolution of any
complaint asserting a cause of action arising under U.S. federal
securities laws. Please
revise here or in your risk factor section to highlight enforceability
concerns arising from
the fact that Section 22 of the Securities Act creates concurrent
jurisdiction in federal and
state courts over all suits brought to enforce any duty or liability
created by the Securities
FirstName LastNameAnuradha B. Subramanian
Act or the rules and regulations thereunder. Additionally, state that
investors cannot
Comapany
waiveNameBumble Inc. the federal securities laws and the rules and
regulations
compliance with
thereunder.
November 25, 2020 Page 4
FirstName LastName
Anuradha B. Subramanian
FirstName
Bumble Inc.LastNameAnuradha B. Subramanian
Comapany 25,
November NameBumble
2020 Inc.
November
Page 5 25, 2020 Page 5
FirstName LastName
World Vision Limited - Notes to Consolidated Financial Statements
Note 11. Stock-based Compensation, page F-23
22. Please provide us with a breakdown of all stock-based compensation
awards granted to
date in fiscal 2020 including the fair value of the underlying stock
used to value such
awards. To the extent there was any significant fluctuations in the
fair values, please
describe for us the factors that contributed to such fluctuations,
including any intervening
events within the company or changes in your valuation assumptions or
methodology.
Also, disclose any share-based issuances subsequent to the most recent
balance sheet date
and the expected financial statement impact, if material. Refer to ASC
855-10-50-2
Note 15 Commitments and Contingencies, page F-27
23. Please clarify your disclosures to include an estimate of the
reasonably possible loss or
range of loss in excess of amounts already accrued for the matters
disclosed or state that
such an estimate cannot be made. To the extent you believe an estimate
cannot be made,
tell us how the pending settlements factored into such determination.
Refer to ASC 450-
20-50-4b.
General
24. Please provide us with copies of all written communications, as
defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Securities Act Section 5(d), whether or not
they retain copies of
the communications.
You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mitchell
Austin, Staff
Attorney, at (202) 551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology