United States securities and exchange commission logo
December 23, 2020
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re: Bumble Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December
11, 2020
CIK No. 0001830043
Dear Ms. Subramanian:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 25, 2020 letter.
Draft Registration Statement on Form S-1
Summary, page 1
1. We note that in
response to prior comment 4 you removed disclosures indicating you have
been profitable since
2010. Please explain your reference to a profitable and durable
business model on pages
2 and 127 or revise as necessary.
Anuradha B. Subramanian
FirstName
Bumble Inc.LastNameAnuradha B. Subramanian
Comapany23,
December NameBumble
2020 Inc.
December
Page 2 23, 2020 Page 2
FirstName LastName
2. We note your revised disclosures in response to prior comment 6.
Please further revise to
present Operating Cash Flow Conversion with equal or greater
prominence to Free Cash
Flow Conversion as disclosed on page 4. Also, explain further why
operating cash flow
conversion calculated based on net loss is not meaningful and why
presentation of such
measure on a non-GAAP basis without the comparable GAAP information is
appropriate.
Lastly, you present adjusted EBITDA margin throughout the filing
without presenting the
most directly comparable GAAP measure. Please revise. Refer to Item
10(e)(i)(A) of
Regulation S-K.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information, page
83
3. We note your revised disclosures in response to prior comment 9.
Please further revise to
include the amount of controlling equity interest in Bumble Holdings
and state whether
you have the obligation to absorb losses and receive benefits from
Bumble Holdings.
Also, clarify whether you consider Bumble Holdings to be a VIE and, if
so, whether you
are the primary beneficiary. Refer to ASC 810-10-25.
4. We note your revised pro forma disclosures. Please note that once this
information
is finalized and actual amounts are provided, we may have further
questions regarding
your pro forma adjustments related to the Reorganization and Offering
Transactions.
Buzz Holdings L.P. Unaudited Condensed Consolidated Balance Sheets, page F-30
5. Please explain further why the $119 million loan issued to Beehive as
part of the Sponsor
Acquisition was recorded as a reduction of Limited Partners' Interest.
Also, clarify why
the amount of Limited Partners' interests here does not agree to the
amount in the
Condensed Consolidated Statement of Changes in Equity at September 30,
2020. Please
also revise to reflect the outstanding units in the equity statement.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 11 Stock Based Compensation, page F-48
6. You disclose that the predecessor stock-based compensation plans were
terminated in
connection with the Acquisition. However, you provide placeholder
disclosures on page
122 under a "prior to the Sponsor Acquisition" heading, which includes
the aggregate
intrinsic value of such outstanding stock options based on the assumed
initial public
offering price. Please tell us whether the predecessor stock options
are still outstanding as
of September 30, 2020, and if so, the nature of such awards and how
those relate to your
disclosure on page 122.
7. We note your response to prior comment 22. Please further explain to
us the reasons for
the significant increase in the fair value of the Class B Units used
to value the awards
granted in August 2020 compared to the fair value used for the June
2020 grants. In this
regard, you refer to the sustained improvement in the industry and an
increase in market
multiples compared to those as of the date of the acquisition in
January; however, it is
Anuradha B. Subramanian
Bumble Inc.
December 23, 2020
Page 3
unclear how this addresses the 164% increase in fair value from June
2020 to August
2020. Also, explain further your reliance on the January 29, 2020
purchase price
valuation to determine the fair value of awards granted five months
later.
8. Please clarify for us whether the liquidity event related to the
exit-vesting Class B and
Incentive Units will be satisfied by any events related to the Offering
Transactions such as
the purchase of outstanding Units from pre-IPO owners. If so, revise to
disclose the
amount of compensation expense that will be recognized upon such events
and tell us
your consideration to include adjustments for such amounts in your pro
forma financial
statements.
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) 551-3574with any other questions.
Sincerely,
FirstName LastNameAnuradha B. Subramanian
Division of
Corporation Finance
Comapany NameBumble Inc.
Office of
Technology
December 23, 2020 Page 3
cc: Joshua Ford Bonnie
FirstName LastName