United States securities and exchange commission logo
June 22, 2021
Kenneth Cornick
Chief Financial Officer
Clear Secure, Inc.
65 East 55th Street, 17th Floor
New York, NY 10022
Re: Clear Secure, Inc.
Registration
Statement on Form S-1
Filed June 7, 2021
File No. 333-256851
Dear Mr. Cornick:
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
Dilution, page 74
1. Please explain to us
your rationale for assuming in your calculation of dilution that the
CLEAR Post-IPO Members
exchange all of their Alclear Units and corresponding shares
of your Class C common
stock or Class D common stock, as applicable, for newly-issued
shares of your Class A
common stock or Class B common stock, as applicable. Tell us
how adjusting for the
assumed exchanges impacted the amount of dilution in net tangible
book value per share to
new investors.
Kenneth Cornick
FirstName LastNameKenneth Cornick
Clear Secure, Inc.
Comapany
June NameClear Secure, Inc.
22, 2021
June 22,
Page 2 2021 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 78
2. Please revise the presentation of your pro forma balance sheet to
present first, in a
separate column following the historical Alclear Holdings LLC balance
sheet, the
adjustments to give effect to the reorganization transactions and the
tax receivable
agreement. This should be followed by a subtotal column to present the
balance sheet of
the registrant on a pro forma basis before the effects to the offering
and use of proceeds.
Please similarly revise the presentation of your pro forma income
statement. Refer to 11-
02(b)(4) of Regulation S-X.
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 Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Brian Janson