United States securities and exchange commission logo
January 27, 2021
Anuradha B. Subramanian
Chief Financial Officer
Bumble Inc.
1105 West 41st Street
Austin, Texas 78756
Re: Bumble Inc.
Registration
Statement on Form S-1
Filed January 15,
2021
File No. 333-252124
Dear Ms. Subramanian:
We have reviewed your 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.
Registration Statement on Form S-1
General
1. We note that you have
added disclosure indicating that Ms. Wolfe Herd, Blackstone and
Accel will have
outsized Class A and Class B common stock voting rights as compared to
other holders of your
Class A and Class B common stock. Please revise to:
Briefly and
clearly explain the purpose of these outsized voting rights on the cover
page;
Identify each
Principal Stockholder on the cover page and disclose each Principal
Stockholder's
expected post-IPO economic ownership and voting control
percentages;
Anuradha B. Subramanian
FirstName
Bumble Inc.LastNameAnuradha B. Subramanian
Comapany
January 27,NameBumble
2021 Inc.
January
Page 2 27, 2021 Page 2
FirstName LastName
Describe any other material effects or risks, whether intended
or not, of the outsized
voting rights. For example, if the outsized voting rights will
enable the Principal
Stockholders to more easily engage in hedging or other similar
types of transactions
than other holders of your Class A and Class B common stock,
please revise to
discuss this;
Clarify the circumstances under which the voting power of the
Principal Stockholders
may increase after the IPO. For example, clarify whether shares
of Class A common
stock purchased or otherwise acquired by the Principal
Stockholders after the IPO
would have these outsized voting rights and whether additional
common units of
Bumble Holdings issued to the Principal Stockholders after the
IPO would result in
additional outsized voting rights; and
Clarify whether the transfer or sale of shares of Class A or
Class B common stock or
common units of Bumble Holdings by a Principal Stockholder will
terminate the
outsized voting rights or whether these outsized voting rights
are transferable to other
holders.
Additionally, please supplementally provide:
A legal opinion that opines on the legality of this voting
structure under Delaware
law and ensure that it include citations to the specific
authority relied upon;
A form of your governing documents that describes the outsized
Class A and Class B
voting rights; and
Confirmation that Nasdaq has affirmatively stated that your
disparate Class
A voting structure is consistent with its listing standards,
including Nasdaq Rule
5640.
Please note that we may have additional comments when information in
your filing is
filled in and upon review of your response.
Cover Page
2. Disclosure indicates that you will be a "controlled company" and that
you will disclose the
percentage of combined voting power of your Class A and Class B common
stock
controlled by Ms. Wolfe Herd, Blackstone and Accel. As it appears that
Blackstone will
control substantially more than 50% of your voting power, please
revise the cover page to
also separately disclose Blackstone's voting power percentage.
Additionally, you disclose
on page 19 that as a "controlled company" you intend to rely on
exemptions from certain
corporate governance requirements of Nasdaq and you describe certain
of these
exemptions in a risk factor on page 59. Please revise the risk factor
or elsewhere to
Anuradha B. Subramanian
Bumble Inc.
January 27, 2021
Page 3
identify which exemptions you intend to rely on.
Organizational Structure, page 10
3. Tell us whether the Principal Stockholders' voting and economic
interests in Bumble
Holdings prior to the IPO equal the voting and economic interests in the
Company
immediately following the IPO. In addition, to better understand the
purpose of your
capital structure, tell us why Principal Stockholders will receive Class
A common stock
with different voting rights instead of Class B shares with greater
voting interests than the
other holders of the common units.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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,
FirstName LastNameAnuradha B. Subramanian
Division of
Corporation Finance
Comapany NameBumble Inc.
Office of
Technology
January 27, 2021 Page 3
cc: Joshua Ford Bonnie
FirstName LastName