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United States securities and exchange commission logo
September 14, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re: Allbirds, Inc.
Registration
Statement on Form S-1
Filed August 31,
2021
File No. 333-259188
Dear Mr. Zwillinger:
We have reviewed your 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
August 25, 2021 letter.
Form S-1 filed August 31, 2021
Risk Factors, page 21
1. Please expand this
heading and your statement in the risk factor summary to explain what
the Sustainable Public
Equity Offering (SPO) designation means, including whether this
designation carries any
legal meaning. Disclose that this is a brand new framework that
was not developed by
disinterested third parties but was developed with input from your
representatives, that
it has not been approved by regulators, and that is not a specific
offering type under the
federal securities laws. Your risk factor discussion should also
include a more fulsome
discussion of how the SPO criteria were developed. Also expand
Joseph Zwillinger
FirstName LastNameJoseph Zwillinger
Allbirds, Inc.
Comapany 14,
September NameAllbirds,
2021 Inc.
September
Page 2 14, 2021 Page 2
FirstName LastName
your statement in the risk factor summary, your risk factor
disclosure, and the Sustainable
Public Equity Offering disclosure to explain that:
your offering is the first ever SPO, so there is no basis for
investors and the
marketplace to assess its value;
the SPO may entail additional costs as compared to non-SPO
transactions; and
there is no track record by which investors and the marketplace
can assess the impact
of the SPO on your operations, financial condition and stock
value.
2. We note your reference to the Advisory Council. The description of the
Advisory Council
and its members does not appear until page 149 of the filing, however.
The first time you
discuss the Advisory Counsel, please provide a fulsome description.
Also disclose the
name of your stockholder that is a member of the Advisory Council and
their significance
to you.
Sustainable Public Equity Offering, page 149
3. Please explain why the SPO framework means that you are conducting a
Sustainable
Public Equity Offering. In this regard, the Issuer Criteria
discussed on pages 150-152
appear to focus on the characteristics of the issuer rather than the
characteristics of an
offering. Discuss how the Offering Process Principles set forth in the
four bullet points at
the bottom of page 152 provide a sufficient framework for defining a
type of offering.
4. You disclose that the SPO Issuer Criteria were created in conjunction
with, and supported
by, an Advisory Council hosted by BSR. Please describe what you mean
by hosted.
Please enhance your disclosure here and in the risk factor on page 56
to provide clearer
disclosure of your relationship with BSR, and describe any material
agreements or other
pecuniary or fiduciary relationships between you and BSR. Finally,
throughout the filing,
clearly disclose that the Advisory Council is part of BSR and not, for
example, an
advisory council within Allbirds.
General
5. With respect to any claims throughout the filing regarding your carbon
footprint, please
revise to disclose the basis for such claims or remove them from the
filing. Examples
include:
the green EVA used in your SweetFoam actually removes 1.2 tonnes
of CO2e from
the atmosphere per tonne of material produced;
you have been carbon neutral through the use of offsets since
2019;
your shoes have a carbon footprint that is 30% less than your
estimated carbon
footprint for a standard pair of sneakers; and
in 2020 alone you reduced the weighted average carbon footprint of
your top 10
products by 8.5% compared to 2019.
6. Please provide a basis for or remove the claim that you are able to
reach up to 2.5 billion
people globally across 35 countries. Similarly, provide a basis for or
remove the reference
to a huge market (+$1 trillion market size), as stated in point
number 2 in the Founders
Joseph Zwillinger
Allbirds, Inc.
September 14, 2021
Page 3
letter on page 106. We note that there is no basis for the implication
that the entire
worldwide +$1 trillion market size for footwear and apparel is applicable
to you.
7. Please remove the following unsupportable statements from the filing:
the Sustainable Public Equity Offering designation will help to
identify leading
ESG companies as they enter the public equity markets;
your intention or aim to reverse climate change ; and
that you aspire to reward investors with eye-popping returns
over the long-term.
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 14, 2021 Page 3
cc: Nicole Brookshire
FirstName LastName