United States securities and exchange commission logo
June 11, 2021
Vladimir Tenev
Chief Executive Officer
Robinhood Markets, Inc.
85 Willow Road
Menlo Park, CA 94025
Re: Robinhood Markets,
Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted May 28,
2021
CIK No. 0001783879
Dear Mr. Tenev:
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. Unless otherwise indicated, references to prior comments refer
to our May 21, 2021
letter.
Amended Draft Registration Statement submitted May 28, 2021
General
1. We note your revised
disclosures and response to comment 3. Please revise and provide us
with additional
information, as requested, addressing the following:
reconcile your
assertion that users are not customers with the disclosures throughout
your draft
registration statement that identifies users as customers. If your assertion is
correct, it appears
your draft registration statement may require revision to clarify that
users are not
customers;
provide a more
fulsome evaluation and accounting analysis supporting your assertion
Vladimir Tenev
FirstName
RobinhoodLastNameVladimir Tenev
Markets, Inc.
Comapany
June NameRobinhood Markets, Inc.
11, 2021
June 11,
Page 2 2021 Page 2
FirstName LastName
that users are not customers, your analysis should include, but
not be limited to, the
following:
o identifying any explicit and implied promises Robinhood
makes in its user
agreements or business practices to deliver goods or
services to users. For
example, we note an explicit reference to Robinhood acting
as the users agent
for purposes of carrying out users instructions as well
as providing the platform
and investment tools, custody, clearance and settlement.
This is also referenced
in Section 4d of the Robinhood crypto user agreement in
regard to filling
customer orders. If implied promises differ by user
agreement because of
applicable law or business practice, please separately
identify them; and
o explain in your evaluation whether "consideration" exists.
For example, how
did you contemplate whether the rebate and pass-through
fees disclosed in the
Robinhood crypto user agreement constituted consideration
for services
provided to users.
tell us whether the referral service received is a distinct
service, as defined in ASC
606, and whether the fair value of the service can be reasonably
estimated;
tell us and revise your disclosure to clarify the obligation
you incur to the referring
customer upon a referred customer fulfilling the specified
conditions of a promotion,
including whether it is a fixed monetary amount. Consider
providing a representative
example of a promotion that illustrates the obligation you incur
and the conditions
precedent to it; and
explain why gains and losses on ownership interests that occur
prior to a reward
being earned and assigned represent operating rather than
nonoperating gains and
losses. As part of your response, tell us the various
classifications you considered and
rejected and the reasons why there are analogies you relied upon
to support your
conclusion. In addition, tell us the frequency with which your
inventory of ownership
interests turns.
2. We continue to evaluate your response to comment 26 and we may have
further
comments.
Cryptocurrency, page 191
3. Please refer to your response to comment 11. Please make a conforming
revision to the
cross-reference to the risk factor in the first full paragraph on page
192.
You may contact Marc Thomas, Staff Accountant, at (202) 551-3452 or
Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding
comments on the
financial statements and related matters. Please contact J. Nolan McWilliams,
Attorney-
Advisor, at (202) 551-3217 or Sandra Hunter Berkheimer, Legal Branch Chief, at
(202) 551-
3758 with any other questions.
Sincerely,
Vladimir Tenev
Robinhood Markets, Inc.
June 11, 2021
Page 3
FirstName LastNameVladimir Tenev
Division of Corporation Finance
Comapany NameRobinhood Markets, Inc.
Office of Finance
June 11, 2021 Page 3
cc: D. Scott Bennett
FirstName LastName