United States securities and exchange commission logo
June 2, 2021
Tim Chen
Chief Executive Officer
NerdWallet, Inc.
875 Stevenson St., 5th Floor
San Francisco, CA 94103
Re: NerdWallet, Inc.
Draft Registration
Statement on Form S-1
Submitted May 3,
2021
CIK No. 0001625278
Dear Mr. Chen:
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
Risk Factors
We may make decisions based on the best interests of our users..., page
14
1. Please provide examples
of decisions you have made based on the interests of your users
that have resulted in
you forgoing expansion or short-term revenue opportunities.
Use of Proceeds, page 46
2. We note that you intend
to use $28.7 million of the net proceeds from this offering to
discharge indebtedness.
Please disclose the interest rate and maturity of such
indebtedness. Refer to
Instruction 4 to Item 504 of Regulation S-K.
Tim Chen
NerdWallet, Inc.
June 2, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of our results of operations, page 57
3. We note that you generate substantially all of your revenues through
fees paid by your
financial service partners in the form of either revenue per action,
revenue per click,
revenue per lead, and revenue per funded loan arrangement. To the
extent material,
disclose the percentages of revenue generated by each type of fee, the
rate differences
between the fees, and any known material trends related to the type of
fees for all periods
presented.
Comparison of Results of Operations, page 59
4. We note that you experienced slower growth in 2020, particularly in
the second half of the
year, due to the impact of economic conditions related to the
COVID-19. We also note
that the Covid-19 pandemic had differing effects on your revenues
during 2020: credit
card revenues materially declined while loan and other vertical
revenues increased
substantially. In this regard, please describe known trends or
uncertainties, particularly
those related to Covid-19 that have had or that are reasonably likely
to have a material
favorable or unfavorable material impact your components of revenues,
and other line-
items.
Liquidity and Capital Resources, page 65
5. Please expand your discussions of liquidity and capital resource to
address known events
and uncertainties that are or can be expected to reasonably likely
result material changes
in your liquidity and capital resources. Address material subsequent
events, such as your
January 2021 decision to reacquire shares from your controlling
shareholders and other
transactions related to the planned IPO.
Business
Our Growth Strategies, page 79
6. We note that you had more than 8 million registered users as of
December 2020. To
provide context to this number please disclose the number of
registered users and your
conversion rate for the periods presented. Also, clarify whether your
definition of
registered users includes all users that have created an account
regardless of whether they
accessed your platform in the relevant period.
Executive Compensation
Potential
FirstNamePayments upon Termination
LastNameTim Chen or Change in Control, page 93
Comapany
7. NameNerdWallet,
Please file the change ofInc.
control agreements with your named executive
officers. Refer to
Item 601(b)(10)(iii)(A)
June 2, 2021 Page 2 of Regulation S-K.
FirstName LastName
Tim Chen
FirstName
NerdWallet,LastNameTim Chen
Inc.
Comapany
June 2, 2021NameNerdWallet, Inc.
June 2,
Page 3 2021 Page 3
FirstName LastName
Description of Capital Stock
Class A and Class B Common Stock, page 104
8. Please briefly describe each of the exceptions to the conversion
provisions for the Class B
common stock set forth in your certificate of incorporation.
Certain Relationships and Related Party Transactions
Investors' Rights Agreement, page 112
9. We note that two of your directors are affiliated with your principal
shareholders,
Institutional Venture Partners XIV L.P. and RRE Ventures. Please
clarify whether any
director is serving pursuant to an agreement with shareholders to
nominate directors.
Also, please file the letter agreements with Innovius Capital Sirius I
L.P. and iGlobe
Partners as exhibits to your registration statement. Refer to Item
601(b)(10)(ii)(A) of
Regulation S-K.
Principal Stockholders, page 114
10. Please disclose the natural person or persons who exercise the voting
and dispositive
powers over the shares held by Innovius Capital Sirius I L.P. and
iGlobe Partners.
Underwriters, page 122
11. Please disclose the exceptions to the lock-up agreements with your
directors, officers and
existing stockholders.
Note 1. The Company and Its Significant Accounting Policies
Revenue Recognition, page F-12
12. Tell us whether the revenue you earn per click represents advertising
revenues and, if
material, tell us and disclose whether you recognize such advertising
revenues on a gross
or a net basis and why.
Costs of Revenue, page F-13
13. Tell us what consideration you pay and why to your financial service
partners and revise
to disclose the accounting for the consideration. Explain the nature
of the transactions
underlying media spend expenditures and whether these include barter
transactions and or
other fees.
14. Explain for us how you compensated your editorial team for content.
Tell us how you
account for and classify such costs in your financial statements.
Note 2. Revenue, page F-16
15. Tell us and disclose how each of the fee revenues earned from your
financial services
partners, disclosed on page 57 as revenue per action, revenue per
click, revenue per lead,
Tim Chen
NerdWallet, Inc.
June 2, 2021
Page 4
and revenue per funded loan arrangements is classified within your four
revenue
categories in Note 2.
Note 10. Redeemable Convertible Preferred Stock and Stockholder' Equity, page
F-24
16. As a significant assumption, for each period presented, please disclose
the common stock
fair values used as an input in the determination of the fair value of
your stock-based
awards and options. Please refer to ASC 718-10-50-2(f)(2).
General
17. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameTim Chen
Division of
Corporation Finance
Comapany NameNerdWallet, Inc.
Office of
Technology
June 2, 2021 Page 4
cc: Nicole Orders, Esq.
FirstName LastName