United States securities and exchange commission logo
October 1, 2021
Jonathan Neman
Chief Executive Officer
Sweetgreen, Inc.
3101 W. Exposition Boulevard
Los Angeles, CA 90018
Re: Sweetgreen, Inc.
Amendment No. 3 to
Draft Registration
Statement on Form S-1
Submitted September
14, 2021
CIK No. 0001477815
Dear Mr. Neman:
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 No. 3 to Draft Registration Statement on Form S-1, submitted
September 14, 2021
Cover Page
1. We note your graphic
prominently showing your number of restaurants, average unit
volume, revenue CAGR,
restaurant-level profit margin, total digital revenue, net promoter
score, and active
customers. We also note that in the footnotes to this graphic, you
indicate that some of
this information is from fiscal 2019. Please update this graphic to
reflect more current
metrics, for fiscal 2020 or the most recent interim period presented in
your filing, or remove
the graphic from your filing.
Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
Inc.
Comapany
October NameSweetgreen, Inc.
1, 2021
October
Page 2 1, 2021 Page 2
FirstName LastName
Prospectus Summary
What Sets Sweetgreen Apart
Digitally-Driven Restaurants, page 4
2. We note your amended disclosure in footnote 1 to the graphic at the
bottom of page five
that the data presented "Excludes customers who were not existing
sweetgreen customers
prior to the relevant quarter of measurement, as well as certain
groups that we do not
believe reflect the average sweetgreen digital customer, such as
sweetgreen employees
and aggregate ordering platform accounts, which constitute an
immaterial portion of our
digital orders." Please amend your disclosure to clarify how you
determine groups that
"reflect the average sweetgreen digital customer," and to identify all
groups that have been
excluded from the data presented in your graphic. Please also tell us
whether all groups
that are excluded from this metric represent "an immaterial portion"
of your digital orders.
Our Growth Strategies
Grow Our Restaurant Footprint, page 10
3. We note your response to comment 2, and your amended disclosure
clarifying
that this trend occurred prior to the impact of the COVID-19 pandemic.
However, given
that the COVID-19 pandemic affected your 2020 operating results, and
your disclosure
elsewhere that "changes in economic conditions and the customer
behavior trends they
drive, including long-term customer behavior trends following the
COVID-19 pandemic .
. . are uncertain," please amend your disclosure to provide similar
data for your fiscal year
ended 2020, to provide investors with the most current information
related to trends
affecting your operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 89
4. We note your response to comment 3, and your amended disclosure that
"[y]ear two Cash-
on-Cash Returns for restaurants opened since 2018 were significantly
impacted by the
COVID-19 pandemic and therefore we believe not representative of our
historical or
targeted future performance." However, we are not persuaded by your
response. The
COVID-19 pandemic and related impact are part of your historical
performance, and the
future effects of the COVID-19 pandemic are uncertain. Therefore, to
provide investors
with the most current and accurate data about your historical
Cash-on-Cash returns, please
update your disclosure to include year two Cash-on-Cash returns for
restaurants opened
since 2018. As a related matter, please amend your disclosure to
explain, as you do in
your response, why you do not include year one Cash-on-Cash returns in
your filing.
Underwriting, page 206
5. We note your disclosure that "We currently anticipate that up to %
of the shares of
Class A common stock offered hereby will, at our request, be offered
to retail investors
Jonathan Neman
Sweetgreen, Inc.
October 1, 2021
Page 3
through Robinhood Financial, LLC, as a selling group member, via its
online brokerage
platform. Robinhood Financial is not acting as an underwriter in this
offering and is not
affiliated with the company." Please remove the language indicating that
Robinhood
Financial is not acting as an underwriter in this offering. In addition,
please tell us
whether the "Robin Hood," of whose leadership council Mr. Blumenthal is a
member, is
related to or is the same entity as Robinhood Financial, LLC. If so, tell
us how you
determined that you are not affiliated with Robinhood Financial, LLC.
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
FirstName LastNameJonathan Neman
Division of
Corporation Finance
Comapany NameSweetgreen, Inc.
Office of Trade &
Services
October 1, 2021 Page 3
cc: Siana E. Lowrey
FirstName LastName