United States securities and exchange commission logo
December 4, 2020
Tony Xu
Chief Executive Officer and Director
DoorDash, Inc.
303 2nd Street, South Tower, 8th Floor
San Francisco, California 94107
Re: DoorDash, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed November 30,
2020
Amendment No. 2 to
Registration Statement on Form S-1
Filed December 4,
2020
File No. 333-250056
Dear Mr. Xu:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1, filed November
30, 2020
Business
Our Offerings
Offerings for Merchants, page 183
1. We note your amended
disclosure regarding two new offerings for merchants, Self-
Delivery and DoorDash
Storefront. Please briefly describe, if material, how you charge
commissions and fees to
merchants for use of these offerings, if different than
commissions and fees
charged for other offerings.
Tony Xu
FirstName
DoorDash, LastNameTony Xu
Inc.
Comapany4,
December NameDoorDash,
2020 Inc.
December
Page 2 4, 2020 Page 2
FirstName LastName
General
2. We note your disclosure that you have a multi-class structure
including Class A, Class B,
and Class C common shares, and that, upon the completion of this
offering, no shares of
Class C common stock will be issued and outstanding. Please amend your
disclosure to
clarify the purpose of the Class C common stock, and how the issuance
of Class C stock
accomplishes this purpose. Please also describe the impact of future
issuances of the
Class C shares on the voting and economic power of Class A and Class B
holders, and the
types of transactions and/or classes of individuals to whom you
eventually plan to issue
such shares, including whether you have any current plans to issue
Class C common
shares. In addition, please revise your risk factor disclosure to
include a detailed
discussion of the material risks relating to any future issuances of
Class C shares,
including, but not limited to, the potential conflict of interest
presented by a misalignment
of the Class B holders' voting control and economic interest. In this
regard, it appears that
any issuance of Class C shares will effectively reduce the Class B
holders' economic
interests, while the voting control of the Class B shares will not be
affected. Please make
conforming changes to your Prospectus Summary, including a description
of the purpose
and material risks of such structure.
3. We note that you include quotes from merchants, consumers, and
dashers. Please revise
your filing to disclose whether these quotes were solicited by you,
and advise whether the
individuals you have identified have consented to their quotes being
disclosed in your
filing.
Amendment No. 2 to Registration Statement on Form S-1, filed December 4, 2020
Attractive Cohort Trends
Our historical consumer cohorts exhibit repeat behavior, which drives an
increasing proportion
of our Marketplace GOV, page 113
4. We note your disclosure in the graphic on page 114 that, in the third
quarter ended
September 30, 2020, Marketplace GOV from new consumers represented
approximately
14% of your marketplace GOV. However, it appears that you have removed
the numbers
from your y axis quantifying the Marketplace GOV for new and repeat
consumers. To
provide context for investors regarding the Marketplace GOV data
presented in the chart,
please label your y axis to clearly show the dollar increase in
Marketplace GOV for the
periods presented in the graphic. Alternatively, to provide context
for investors regarding
the growth in your Marketplace GOV due to new and existing customers,
please amend
your filing to provide narrative disclosure describing the dollar
value of Marketplace
GOV attributable to new and existing customers, respectively, for the
periods presented in
the graphic.
5. Please tell us whether the significant increase in Marketplace GOV
from new customers
for the quarter ended September 30, 2020 has had any effect on your
conclusion that you
have a massive untapped opportunity for growth through the
acquisition of new
Tony Xu
DoorDash, Inc.
December 4, 2020
Page 3
customers, and if so, amend your disclosure accordingly. As a related
matter, please add
risk factor disclosure, if material, that your growth estimates for new
and existing
consumers could be affected by consumers using multiple email addresses
to complete
orders on your platform. In this regard, we note your disclosure on page
6 that "[i]f a
consumer had accounts under two different email addresses, and such
consumer
completed orders using both accounts during the measurement period, such
consumer s
activity would be counted as two separate consumers."
You may contact James Giugliano at (202) 551-3319 or Theresa Brillant
at (202) 551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.
Sincerely,
FirstName LastNameTony Xu
Division of
Corporation Finance
Comapany NameDoorDash, Inc.
Office of Trade &
Services
December 4, 2020 Page 3
cc: Rezwan D. Pavri
FirstName LastName