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United States securities and exchange commission logo
September 23, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re: Allbirds, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 15,
2021
File No. 333-259188
Dear Mr. Zwillinger:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We are in receipt of
your September 15, 2021 response to our comment letter dated
September 14, 2021, and
we continue to have concerns regarding references to the newly
defined term
Sustainable Public Equity Offering and the related description of a
framework for
issuers in public equity offerings to take into consideration various ESG
matters. While we do
not object to disclosure regarding Allbirds aspirations to achieve
positive ESG outcomes,
mitigate negative ESG factors and be dedicated to meeting a high
standard of ESG
criteria, we have concerns regarding your characterization of this
framework as a type of
offering. Please remove all references in the prospectus to a
Sustainable Public
Equity Offering, SPO and the SPO framework and describe your
Joseph Zwillinger
Allbirds, Inc.
September 23, 2021
Page 2
sustainability and/or ESG initiatives in accordance with this comment and
without
referring to these initiatives as a type of offering. We may have further
comment.
2. We note your response to prior comment six. Please remove the claim that
you are able to
reach up to 2.5 billion people globally across 35 countries. We note that
there is no basis
for the assumption that your distribution infrastructure and sales
channels would actually
reach the entire estimated populations of the 35 countries in which you
currently sell and
distribute your products.
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
September 23, 2021 Page 2
cc: Nicole Brookshire
FirstName LastName