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United States securities and exchange commission logo
August 12, 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.
Draft Registration
Statement on Form S-1
Submitted July 16,
2021
CIK No. 0001482981
Dear Mr. Kirban:
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 on Form S-1 submitted July 16, 2021
Industry and Market Data, page i
1. Please tell us whether
you commissioned any of the third-party data included in your
registration statement.
Summary, page 1
2. Please quantify your
current indebtedness.
Michael Kirban
FirstName
All Market LastNameMichael Kirban
Inc.
Comapany
August 12, NameAll
2021 Market Inc.
August
Page 2 12, 2021 Page 2
FirstName LastName
Track Record of Industry Leading Financial Performance, page 6
3. Please revise the non-GAAP financial measures you present on pages 7
and 113 to
address the following:
You present Adjusted EBITDA - CapEX without presenting the most
directly
comparable GAAP measure with equal or greater prominence. Please
comply with
Item 10(e)(1)(i)(A) of Regulation S-K.
You present charts related to Adjusted EBITDA and Adjusted EBITDA
- CapEX
without presenting charts for the most directly comparable GAAP
measures with
equal or greater prominence. Please comply with Question 102.10 of
the C&DIs
related to non-GAAP financial measures.
We are dependent on our existing suppliers, page 33
4. Please revise the disclosure in this risk factor to clarify whether
you have written
agreements with the suppliers mentioned on page F-26. In addition,
revise your business
section to disclose, if applicable, the material terms of your supply
agreements. Please file
the agreements as exhibits to your registration statement or tell us
why you are not
required to do so.
We are dependent on distributor and retail customers, page 35
5. Please revise the disclosure in this risk factor to clarify whether
you have written
agreements with Keurig Dr. Pepper and Costco. Also, expand the
disclosure on p. 131 to
disclose, if applicable, the material terms of the agreements and file
the agreements as
exhibits,
Our amended and restated certificate of incorporation will provide, page 68
6. We note that your forum selection provision identifies the state or
federal courts (as
appropriate) located within the State of Delaware as the exclusive
forum for certain
litigation, including any derivative action. Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
If so, please also state
that there is uncertainty as to whether a court would enforce such
provision. If the
provision applies to Securities Act claims, please also state that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. In
that regard, 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. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
As a Delaware public benefit corporation, we may be subject to increased
derivative litigation,
Michael Kirban
FirstName
All Market LastNameMichael Kirban
Inc.
Comapany
August 12, NameAll
2021 Market Inc.
August
Page 3 12, 2021 Page 3
FirstName LastName
page 73
7. Please expand the disclosure in this risk factor that stockholders of
a Delaware public
benefit corporation (if they, individually or collectively, own at
least 2% of the company s
outstanding shares) are entitled to file a derivative lawsuit to also
refer, if applicable, to
the lesser of such percentage or shares of at least $2 million upon
listing. In this regard,
we note your disclosure in the second paragraph on page 162.
Selected Consolidated Financial and Other Data, page 83
8. Please revise your selected financial data table, including the
balance sheet data, and your
summary financial data table on page 28, including the non-GAAP
financial measures, to
present the information in the same chronological order as it is
presented in your financial
statements and in MD&A.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quarterly Performance of Our Business, page 87
9. We note your disclosure that the beverage market is subject to
seasonal variation and your
sales are generally higher during the warmer months. Please tell us
what consideration
you have given to presenting quarterly disclosures in your filing. If
quarterly disclosures
are not available or provided, it appears to us you should quantify
and more fully disclose
and discuss the impact that seasonality had on your results of
operations during the
periods presented, including the fluctuations in revenue and net
income during quarterly
periods.
Contractual Obligations and Commitments, page 100
10. Please revise your disclosure to clarify, if accurate, that you had an
outstanding balance on
the Revolving Facility of $25 million as of December 31, 2020 rather
than December 31,
2021.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 101
11. Please disclose and discuss changes in the estimated fair value of
your common stock
during the periods presented. Please address material differences
between the valuations
used to determine the fair value of your common stock relative to the
fair value implied by
the anticipated IPO price. We will not be able to complete our
evaluation of your
response until the IPO range is provided.
Registration Rights Agreement, page 157
12. You disclose that you expect to enter into a Registration Rights
Agreement in connection
with this offering. Please disclose whether you anticipate any maximum
cash penalties
related to the Registration Rights Agreement and/or any additional
penalties resulting
Michael Kirban
All Market Inc.
August 12, 2021
Page 4
from delays in registering your common stock. Refer to ASC 825-20-50-1.
Principal Stockholders, page 159
13. Please disclose the natural person or persons who exercise the sole or
shared voting and/or
dispositive powers with respect to the shares held by the entities
mentioned in the table on
page 159. Please also identify the relevant entities.
Consolidated Financial Statements
14. Fair Value Measurements, page F-28
14. We note that in connection with your acquisition of Runa, you are
obligated to pay
contingent payments to Runa s former shareholders by December 2022
based upon the
achievement of certain operating metrics. Please more fully address the
specific nature of
these metrics and how you determined the related fair value of the
contingent
consideration during each period. Please also revise note 8 to clarify
the amount of
goodwill and intangible assets associated with the acquisition of Runa
and to more explain
how you determined their estimated fair values exceed their carrying
values. Refer to
ASC 805-30-50-1, ASC 805-30-50-4, and ASC 820-10-50.
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
August 12, 2021 Page 4
cc: Ian D. Schuman
FirstName LastName