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United States securities and exchange commission logo
September 24, 2021
Michael Kirban
Co-Founder and Co-Chief Executive Officer
All Market, Inc.
250 Park Avenue South
Seventh Floor
New York, NY 10003
Re: All Market, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
31, 2021
CIK No. 0001482981
Dear Mr. Kirban:
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. 1 to Draft Registration Statement on Form S-1 submitted
August 31, 2021
Prospectus Summary
Track Record of Industry Leading Financial Performance, page 7
1. We note you continue to
present Adjusted EBITDA Margins here and on pages 88 and
123 but you removed the
most directly comparable GAAP measure, Net Income Margin,
which you previously
disclosed. Please revise your presentations to present the most
directly comparable
GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of
Regulation S-K.
Michael Kirban
FirstName
All Market,LastNameMichael Kirban
Inc.
Comapany 24,
September NameAll
2021 Market, Inc.
September
Page 2 24, 2021 Page 2
FirstName LastName
Social Responsibility Commitment That Permeates Through Our Products and
Organization,
page 13
2. Please disclose what it means to have "Certified B-Corporation status"
so that investors
have a better understanding of this certification.
We are dependent on our third party manufacturing and co-packing partners, page
34
3. Please update the status of the second facility shutdown that occurred
in June 2021.
Our amended and restated certificate of incorporation will provide, page 70
4. We note your response to prior comment 6. We note that your exclusive
forum provision
identifies the federal district courts of the United States as the
exclusive forum for the
resolution of any complaint asserting a cause of action arising under
the Securities Act.
We note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or
liability created by the
Securities Act or the rules and regulations thereunder. Please
disclose that there is
uncertainty as to whether a court would enforce such provision.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 105
5. Based on the $50 million treasury stock repurchase, that materially
impacted your
liquidity during the interim period ended June 30, 2021, please more
fully address the
following:
Identify the investor from who the treasury stock was acquired and
disclose the extent
to which they continue to hold shares of your common stock;
Explain the business purpose for the transaction, including the
reason why you
acquired the shares. Given the impending IPO, also explain the
reason why the
investor elected to sell shares to the company rather than
participate as a selling
shareholder in the IPO; and
Explain how the purchase price was determined. To the extent the
purchase price is
materially different than the initial public offering price,
explain the reason for the
difference and address any potential accounting implications.
Critical Accounting Policies and Significant Judgments and Estimates
Intangible Assets/Goodwill, page 114
6. We note your response to prior comment 14 and appreciated the
additional disclosures
you provided; however, please more specifically address if and how you
considered the
reduction in the contingent consideration liability related to the
Runa acquisition to zero in
your impairment assessments of the related intangible assets and
goodwill you recorded in
connection with this acquisition and address whether the reduction in
the contingent
consideration was a triggering event or, if not, why.
Michael Kirban
All Market, Inc.
September 24, 2021
Page 3
You may contact Jeff Gordon, Staff Accountant, at 202-551-3866 or Anne
McConnell,
Senior Accountant, at 202-551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Asia Timmons-Pierce, Special Counsel, at 202-551-3754 with any other questions.
Sincerely,
FirstName LastNameMichael Kirban
Division of
Corporation Finance
Comapany NameAll Market, Inc.
Office of
Manufacturing
September 24, 2021 Page 3
cc: Ian D. Schuman
FirstName LastName