United States securities and exchange commission logo
January 28, 2021
George Chamoun
Chief Executive Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, New York 14203
Re: ACV Auctions Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted January
22, 2021
CIK No. 0001637873
Dear Mr. Chamoun:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted
January 22, 2021
Prospectus Summary, page 1
1. To provide investors
with context regarding how you generate revenues, please amend the
disclosure in your
Prospectus Summary to clearly state that Marketplace GMV does not
represent revenue
earned by you, as you disclose on page 65.
Our Opportunity, page 3
2. We note your response
to comment 2, and your amended disclosure on page 3, including
that you "are actively
assessing whether to expand internationally and various expansion
modes, including
organic growth, partnerships and acquisitions[, and] are initially focused
on expansion into
Canada." Please disclose the timing of your intended expansion into
George Chamoun
FirstName LastNameGeorge Chamoun
ACV Auctions Inc.
Comapany
January 28,NameACV
2021 Auctions Inc.
January
Page 2 28, 2021 Page 2
FirstName LastName
Canada, if estimable at this time. If you have not yet determined
whether you will expand
internationally at this time, and are unable to estimate when you
expect to do so, please
tell us why you believe this information would nevertheless be
material to investors.
Impact of COVID-19 on Our Business, page 62
3. We note your disclosures that "[the] initial negative disruption began
to subside in May
2020 as the demand for used vehicles on a national level began to
outpace supply, leading
to higher used vehicle valuations and a higher percentage of
successful auctions, and as
dealers and commercial partners looked to an online marketplace to
transact remotely."
Please update your disclosure to describe the impact of the COVID-19
pandemic on your
business during the third and, if now known, fourth quarters of 2020.
In doing so, please
address the degree to which stay-at-home orders and other
COVID-19-related mandates
impacted your business, and whether management believes any increased
demand may
continue in future periods if the COVID-19 pandemic and related
restrictions subside.
Please make conforming changes to your filing, including to your risk
factor disclosure, as
applicable.
Attractive Unit Economics and Cohort Trends, page 64
4. We note your amended disclosure that "[a]s our territories mature and
scale, territory-level
economics tend to improve driven by more cost-efficient operations and
greater customer
affinity for our offerings," but it does not appear that you intend to
include a chart or
narrative disclosure presenting costs per cohort over time. In this
regard, we note your
disclosure that you will include a chart showing auction expenses
incurred in the 12
months ended December 31, 2020 across three individual territories
launched in different
years, but we were unable to find any costs per cohort data in your
cohort presentation.
Please tell us why you have determined not to include cost per cohort
data, or amend your
cohort presentation to include a discussion of the same.
Marketplace Participants Exhibit Increasing Engagement and Spend over Time.,
page 64
5. It appears that your pre-2017 cohort may not be comparable to the
other cohorts presented
in your graphics on page 65. In this regard, each of the 2017, 2018,
and 2019 cohorts
include one year of data, while the pre-2017 cohort appears to include
data from
approximately three years, 2014-2016. Please amend your disclosure to
dis-aggregate the
pre-2017 cohort, or remove the pre-2017 cohort from your presentation.
Alternatively,
please tell us why you believe it is appropriate to include this
cohort in your presentation.
Marketplace GMV, page 66
6. Please amend your disclosure to clarify how you use Marketplace GMV as
an indicator of
the health and scale of your business. In this regard, we note your
disclosure that you
generate revenue from auction fees charged to customers, but you
define Marketplace
GMV as the total dollar value of vehicles transacted through your
digital marketplace
George Chamoun
ACV Auctions Inc.
January 28, 2021
Page 3
within the applicable period, excluding any auction and ancillary fees.
We also note your
disclosure that, while buyer fees are variable based on the price of the
vehicle, seller
fees include a fixed auction fee and an optional fee for the elective
condition report
associated with the vehicle.
Please contact Katherine Bagley at (202) 551-2545 or Dietrich King at
(202) 551-
8071 with any questions.
Sincerely,
FirstName LastNameGeorge Chamoun
Division of
Corporation Finance
Comapany NameACV Auctions Inc.
Office of Trade &
Services
January 28, 2021 Page 3
cc: Alan Hambelton
FirstName LastName