United States securities and exchange commission logo
September 16, 2021
John Merris
Chief Executive Officer
Solo Brands, Inc.
1070 S. Kimball Ave. Ste 121
Southlake, TX 76092
Re: Solo Brands, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted September
2, 2021
CIK 0001870600
Dear Mr. Merris:
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 to Draft Registration Statement
Tax Receivable Agreement, page 13
1. We note your response
to comment 1, and reissue our comment in part. Please revise
your Prospectus Summary
to give prominent and complete disclosure of the arrangement
as a principal topic
towards the beginning of this section.
Summary Historical, Combined Historical and Pro Forma Financial Data,
page 21
2. We note that non-GAAP
adjusted net income excludes amortization of intangible assets
recognized related to
change in control events. Please revise to clarify that while you are
excluding the
amortization expense related to the change in control events, this non-
GAAP measure also
includes revenue generated, in part, by such intangible assets.
John Merris
Solo Brands, Inc.
September 16, 2021
Page 2
Unaudited Pro Forma Consolidated Financial Information, page 80
3. We note your disclosure that "the unaudited pro forma consolidated
statement of
operations for the six months ended June 30, 2021 has been prepared to
illustrate the
effects of the events described below as if they had occurred on
January 1, 2021." Please
note that pro forma information should be computed assuming the
relevant transactions
occurred on the beginning of the earliest fiscal year presented (i.e.
January 1, 2020) and
carried forward through any interim period presented, and revise
accordingly throughout
your prospectus. Refer to Article 11 of Regulation S-X.
4. We note that within your disclosure of Debt Refinance Adjustments you
discuss your July
29, 2021 draw down of an additional $26.0 million to fund the
International Surf
Ventures, Inc. ("Isle") acquisition. Please clarify whether you have
reflected such debt in
your pro forma financial statements, and tell us whether you have
reflected the assets
acquired and liabilities assumed in connection with the August 2, 2021
acquisition of Isle,
and your basis therein. Additionally, reconcile the $107.2 million net
amount within pro
forma note 1.a. adjustment given such disclosure referenced above, in
addition to the $8
million drawn down for the Chubbies acquisition and additional $100
million term loan
entered for the Chubbies acquisition.
Notes to the Unaudited Pro Forma Consolidated Financial Information, page 87
5. Please tell us how the adjustment in 2.a. was calculated or
determined. In this regard, we
note $137.6 million net consideration provided per pro forma note 2.b.
of $137.6 million
and cash received in the acquisition of Chubbies Inc. totaling $17.8
million.
Solo Stove Holdings, LLC December 31, 2021 Financial Statements
Consolidated Statements of Operations, page F-7
6. We note you follow the two-class method for computing net income
(loss) per unit.
Please revise to present net income (loss) per unit for each class of
unit in accordance with
ASC 260-10-45-60B.d. Your interim financial statements should be
similarly revised.
Chubbies, Inc. January 30, 2021 Financial Statements
Notes to Financial Statements
Note 11 - Warrants, page F-65
FirstName LastNameJohn Merris
7. We note that Note 11 to your interim financial statements discloses
warrants issued to a
Comapany NameSolo
lender Brands,
in 2015 and 2016Inc.
to purchase preferred shares, with no similar
discussion of such
warrants
September issued
16, 2021 herein.
Page 2 Please advise or revise.
FirstName LastName
John Merris
FirstName LastNameJohn Merris
Solo Brands, Inc.
Comapany 16,
September NameSolo
2021 Brands, Inc.
September
Page 3 16, 2021 Page 3
FirstName LastName
You may contact Heather Clark at (202) 551-3624 or Mark Rakip at (202)
551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sergio Chinos at (202) 551-7844 or Jay Ingram at (202) 551-3397 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Ian D. Schuman