United States securities and exchange commission logo
July 17, 2021
Vladimir Tenev
Chief Executive Officer
Robinhood Markets, Inc.
85 Willow Road
Menlo Park, CA 94025
Re: Robinhood Markets,
Inc.
Registration
Statement on Form S-1
Filed July 1, 2021
File No. 333-257602
Dear Mr. Tenev:
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 Filed July 1, 2021
General
1. We note your response
to comment 1 in our letter dated June 11, 2021. In the response,
you indicate that the
market maker is your customer and you are acting as an agent
between the user and
the market maker for execution of equities, options, and
cryptocurrency
transactions. Please revise your registration statement and the related
notes to your financial
statements to clarify that execution, in the context of the
aforementioned
transactions between users and market makers, represents legally binding
agreements to transfer
securities and cryptocurrencies from the seller to the user in
exchange for money from
the user to the seller, and vice versa.
Vladimir Tenev
Robinhood Markets, Inc.
July 17, 2021
Page 2
Risk Factors
We have been subject to regulatory investigations..., page 46
2. We note your disclosure on page 197 that the Massachusetts Securities
Division s April
15, 2021 proposed amended complaint seeks revocation of RHF s broker
dealer license to
operate in Massachusetts. Please revise your risk factor disclosure to
include this
information. In addition, please revise your risk factor and legal
proceedings disclosure
on page 197 to specifically describe the risks and consequences related
to the possible
revocation of RHF s broker dealer license in Massachusetts, including
how such
revocation could impact the status of RHF s broker dealer license in
other states. Please
also describe in these two sections the status of the settlement
discussions disclosed in
Note 14 to your December 31, 2020 Consolidated Financial Statements.
Underwriting (Conflicts of Interest)
Price Stabilization, Short Positions and Penalty Bids, page 273
3. You state that the underwriters have an option to purchase additional
Class A shares.
Please clarify whether you intend this underwriters option to operate
differently from
overallotment or Green Shoe options customarily found in firm
commitment
underwritten equity offerings. To the extent the underwriters option
has a different or
additional purpose than a customary overallotment option, please provide
a detailed legal
analysis as to application of Regulation M to the exercise of the
underwriters option,
particularly in terms of its impact on the completion of the
underwriters participation in
the distribution.
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,
FirstName LastNameVladimir Tenev
Division of
Corporation Finance
Comapany NameRobinhood Markets, Inc.
Office of Finance
July 17, 2021 Page 2
cc: D. Scott Bennett
FirstName LastName