United States securities and exchange commission logo
September 17, 2021
Roy Banks
Chief Executive Officer
Weave Communications, Inc.
1331 W Powell Way
Lehi, Utah 84043
Re: Weave
Communications, Inc.
Draft Registration
Statement on Form S-1
Submitted August
20, 2021
CIK 0001609151
Dear Mr. Banks:
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 filed on Form S-1
Prospectus Summary
COVID-19 Impact on Our Business, page 6
1. Please balance your
summary disclosure regarding the impact of COVID-19 on your
business. For example,
you state on page 17 that there was a slowdown in acquisitions of
new customers in the
first half of 2020 and that SMBs, your target customer base, were
more affected than
large corporations and could continue to be affected by the spread of
the Delta variant.
Market Opportunity, page 7
2. Please disclose the
amount and percentage of revenues generated by Weave Payments
Roy Banks
FirstName LastNameRoy Inc.
Banks
Weave Communications,
Comapany 17,
September NameWeave
2021 Communications, Inc.
September
Page 2 17, 2021 Page 2
FirstName LastName
to provide context to your disclosure of the amount of payments
processed through Weave
Payments and the estimated annualized gross merchandise volume.
Clarify how the value
of the transactions processed through Weave Payments relates to the
amount of revenues
you receive.
Risk Factors
Risks Related to Ownership of Our Common Stock and This Offering, page 62
3. Please clearly state that there is uncertainty whether a court would
enforce the exclusive
federal forum provision for Securities Act claims and that investors
cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Performance, page 77
4. We note that each physical customer location must enter into a
subscription agreement for
your platform and that you provide data on the total number of
physical customer
locations throughout the prospectus to illustrate your growth and
ability to attract new
customers. It appears that most of your customers do not have multiple
physical
locations. Please quantify the number of locations versus the number
of customers
and discuss the importance to your growth strategy of having customers
with multiple
physical locations.
5. You disclose on page 19 that your ability to attract new customers and
retain existing
customers and increase the use of the platform by existing customers
is critical to the
success of your business. Please revise to disclose the metrics you
use to measure
customer retention, such as a renewal rate or a dollar-based retention
rate. Refer to SEC
Release No. 33-10751.
Results of Operations
Comparison of the Fiscal Years Ended December 31, 2019 and 2020, page 85
6. You indicate that the increase in subscription revenue was driven by
the addition of new
customers in 2020 and the realization of a full year of subscription
revenue from
customers added in 2019. Please revise to quantify the increase in
revenue attributable to
new versus existing customers. Refer to Section III.D of SEC Release
No. 33-6835.
Notes to Consolidated Financial Statements
Note 13. Stockholders' Deficit
Equity-Based Compensation, page F-26
7. Please provide us with a breakdown of all equity-based compensation
awards granted in
December 2020 and to date in 2021 and provide the fair value of the
underlying common
stock used to value each award. To the extent there were any
significant fluctuations in the
fair values, describe for us the factors that contributed to such
fluctuations, including any
Roy Banks
Weave Communications, Inc.
September 17, 2021
Page 3
intervening events within the company or changes in your valuation
assumptions or
methodology. Please continue to update this analysis through
effectiveness of the
registration statement. Also, disclose any equity-based issuances
subsequent to the most
recent balance sheet date and the expected financial statement impact in
your subsequent
event footnote, if material. Refer to ASC 855-10-50-2.
8. You disclose that certain options have accelerated vesting clauses if
there is a change in
company control. Tell us whether this offering will result in a change in
control and if so,
revise to disclose the estimated expense what will be recognized upon
closing of the
offering.
Exhibits
9. Please file as an exhibit your loan agreement with Silicon Valley Bank.
General
10. 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 Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Law
Clerk, at (202) 215-1319 or Kathleen Krebs, Special Counsel, at (202) 551-3550
with any other
questions.
Sincerely,
FirstName LastNameRoy Banks
Division of
Corporation Finance
Comapany NameWeave Communications, Inc.
Office of
Technology
September 17, 2021 Page 3
cc: William Hughes
FirstName LastName