United States securities and exchange commission logo
November 3, 2023
Mikheil Lomtadze
Chief Executive Officer
Joint Stock Co Kaspi.kz
154A Nauryzbay Batyr Street
Almaty, 050013, Kazakhstan
Re: Joint Stock Co
Kaspi.kz
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October
20, 2023
CIK No. 0001985487
Dear Mikheil Lomtadze:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
October 13, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors, page 29
1. We note your response
to prior comment 6 that you are not subject to the EU General
Data Protection
Regulation or the equivalent legislation in the United Kingdom. Please
explain why you
disclose that your cybersecurity systems comply with GDPR in the
Business section.
Note 3. Significant accounting policies
Revenue recognition, page F-55
2. We note your expanded
disclosure in response to prior comment 18. We further note your
product and services
offerings on page 4. It appears that you have not provided disclosure
Mikheil Lomtadze
FirstName
Joint StockLastNameMikheil Lomtadze
Co Kaspi.kz
Comapany 3,
November NameJoint
2023 Stock Co Kaspi.kz
November
Page 2 3, 2023 Page 2
FirstName LastName
in your revenue recognition policy for several of your offerings
including Advertising,
Classifieds, BNPL and Car financing. Please advise or revise
accordingly. Additionally,
we note your expanded disclosures discuss fees revenue in general.
Disclose how your
Marketplace fees are calculated. Expand your disclosures to address
Steps 1 through 5 in
recognizing revenue under IFRS 15. Your disclosure should disclose
more specifically
your recognition policy for all of your significant products and
services. Refer to
paragraphs 110 through 129 of IFRS 15.
3. We note your expanded disclosure on page F-56 in response to prior
comment 22, that,
"[t]he Company has determined that it is a principal to all the
different services provided
and described herein." Please expand upon how you reached this
conclusion. Specifically,
explain how you concluded that you are the principal in transactions
that include flight
tickets, railway tickets, delivery services, and your 3P Marketplace
as described on page
165 as well as your key services, including payments, marketplace,
financial services,
travel, grocery, and classifieds. Refer to paragraph 123 of IFRS 15.
Expand your
disclosures to explain how you made these determinations. Refer to
paragraphs B34 and
B34A of IFRS 15.
4. We have reviewed your response to prior comment 23. Please explain in
greater detail
how you concluded that the bonuses accumulated do not represent a
material right. In this
regard, we note your statement in your response that the accumulated
cashback bonuses
under the rewards program can be spent on purchases of goods and
services from third
parties through the Kaspi.kz Super App. If the reward is not a
material right, then clarify
why a contract liability is being established.
General
5. You disclose that prior to or concurrent with, and conditional upon,
the completion of this
offering, you intend to amend the terms and rename the outstanding
Regulation S GDRs
to make them fungible with the ADSs offered in this prospectus. Please
explain how you
intend to amend the terms and rename the outstanding Regulation S GDRs
to make them
fungible with the ADSs being offered. Explain the steps that will be
taken to undertake
this, including whether any action or consent of current holders of
Regulation S GDRs
will be required. Clarify which actions have been taken. Discuss
whether the GDRs will
have the same deposit agreement as the ADRs.
6. Please clarify or explain if you intend to register the shares
underlying the GDRs on a
Form F-6. Also clarify whether you are intending to register the
shares underlying the
GDRs as part of this registration statement.
7. With a view toward disclosure, explain why the Rule 144A GDRs are not
being made
fungible along with the Regulation S GDRs.
8. You state that the ADSs will trade on Nasdaq, the LSE, the KASE, and
the AIX. Please
clarify how you plan to have American Depository Shares trade on
foreign exchanges.
Mikheil Lomtadze
Joint Stock Co Kaspi.kz
November 3, 2023
Page 3
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with
any other
questions.
Sincerely,
FirstName LastNameMikheil Lomtadze
Division of Corporation
Finance
Comapany NameJoint Stock Co Kaspi.kz
Office of Technology
November 3, 2023 Page 3
cc: Nicholas P. Pellicani
FirstName LastName