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United States securities and exchange commission logo
July 13, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re: Allbirds, Inc.
Draft Registration
Statement on Form S-1
DRS filed June 16,
2021
File No. 377-0504
Dear Mr. Zwillinger:
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
Prospectus Cover Page, page i
1. Please revise the
prospectus cover page to disclose that (1) the company elected to be
treated as a public
benefit corporation under Delaware law and (2) as a public benefit
corporation, the
company's duty to balance a variety of interests may result in actions that
do not maximize
shareholder value.
As a public benefit corporation, we may be subject to increased
derivative litigation, page 52
2. You disclose that
stockholders of a Delaware public benefit corporation may file a
derivative lawsuit. If
true, please also clarify that such derivative actions under Section
367 of the DGCL would
be subject to your exclusive forum provision requiring derivative
Joseph Zwillinger
FirstName LastNameJoseph Zwillinger
Allbirds, Inc.
Comapany
July NameAllbirds, Inc.
13, 2021
July 13,
Page 2 2021 Page 2
FirstName LastName
lawsuits to be heard in the Delaware Chancery Court or, if such court
does not have
subject matter jurisdiction thereof, the federal district court of the
State of Delaware.
Our amended and restated certificate of incorporation will provide that the
Court of Chancery of
the State of Delaware, page 58
3. Please ensure that your disclosure here and on page 165 are consistent
with the scope of
your provision. We note your disclosure that your exclusive forum
provision will not
apply to suits brought to enforce any duty or liability created by the
Exchange Act. Please
ensure that the exclusive forum provision in your amended and restated
certificate of
incorporation 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
Exchange Act.
4. We note that Article XV, Section 49 of your amended and restated
bylaws filed as exhibit
3.2 contains an exclusive forum provision that is not consistent with
your disclosure or the
provision in Section Thirteenth of your amended and restated
certificate of incorporation
filed as exhibit 3.1. Please ensure that your amended and restated
certificate of incorporation and amended and restated bylaws are
consistent with your
disclosures with respect to your exclusive forum provisions.
Comparison of December 31, 2019 and December 31, 2020
Income Tax (Provision) Benefit, page 88
5. We note that your effective tax rates for fiscal years 2020 and 2019
were 13.72% and
(33.87%), respectively. Please expand your disclosure to discuss the
significant change
in your effective tax rate between periods. Further, to the extent
your current effective tax
rate is not indicative of future results, revise to discuss the impact
any change may have
on your results of operations going forward.
Consolidated Statements of Cash Flows, page F-6
6. Please reconcile for us the security deposit amount presented within
within investing
activities for fiscal year 2020 to the change in balance sheet amounts
presented in
footnotes 5 and 6. Also tell us the nature and purpose of the security
deposits.
Notes to Consolidated Financial Statements
Note 11. Warrants, page F-19
7. Citing specific authoritative accounting guidance, please tell us how
you determined your
preferred stock warrants qualify for liability classification. Also
tell us why, as noted on
page 19, the warrants will be reclassified to equity in connection
with the offering.
Note 12. Stock Transactions, page F-21
8. We note that during 2018 you received promissory notes from employees
in consideration
for the early exercise of common stock options. You disclose that the
note receivables are
Joseph Zwillinger
Allbirds, Inc.
July 13, 2021
Page 3
not reflected on your balance sheet since the notes are limited recourse.
Citing
authoritative accounting guidance, where applicable, please clarify how
you account for
the promissory notes and the related stock options. Ensure you explain
how the notes
impact the accounting and earnings per share treatment for the underlying
stock options
and how you accounted for the June 2020 transactions described in this
footnote.
Quantify the impacts of these arrangements on your historical financial
statements.
Note 13. Stock-based Compensation, page F-21
9. We note your disclosure on page F-22 that certain stock options were
repriced during June
2020 to $4.12 and your disclosure on page II-2 that stock options have
been exercised at
prices between $0.022 and $8.33 since June 2018. Please provide us with a
summary of
all recent stock-based compensation awards granted, including grant dates
and the fair
value of the underlying common stock used to value such awards. To the
extent there
were any significant fluctuations in common stock fair values, describe
to us the factors
that contributed to such fluctuations, including any intervening events
within the company
or changes in your valuation assumptions or methodology.
General
10. We note the disclosures throughout your prospectus regarding your company
s election to
have its overall public benefit purpose measured against standards
established by B Lab
and B Lab s designation of the company as a Certified B Corporation.
Please file the
Rule 436 consent of B Lab to being named in the registration statement
and to the
references to its designation of the company as a Certified B
Corporation, or tell us why
the consent of B Lab is not required by Rule 436.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-
3254 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sherry Haywood at 202-551-3345 or Perry Hindin at
202-551-3444 with
any other questions.
Sincerely,
FirstName LastNameJoseph Zwillinger
Division of
Corporation Finance
Comapany NameAllbirds, Inc.
Office of
Manufacturing
July 13, 2021 Page 3
cc: Calise Cheng
FirstName LastName