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United States securities and exchange commission logo
September 30, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re: Allbirds, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed September 27,
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 23, 2021 letter.
Amendment No. 2 to Form S-1 Filed September 27, 2021
General, page i
1. We note your response
to prior comment one. Please revise your disclosure to remove
any references that
connect the SPO Framework to the offering. For example, we note the
following statements in
your prospectus:
Better Things in
a Better Way applied not only to our products, but to everything
we do. We hope
to apply that same ethos to how we approach our initial public
offering.
The SPO Framework
may result in additional costs to us in connection with this
offering.
Joseph Zwillinger
FirstName LastNameJoseph Zwillinger
Allbirds, Inc.
Comapany 30,
September NameAllbirds,
2021 Inc.
September
Page 2 30, 2021 Page 2
FirstName LastName
We are conducting this offering while following the
Sustainability Principles and
Objectives Framework, taking into consideration positive ESG
outcomes, mitigating
negative ESG factors, and being dedicated to meeting a high
standard of ESG criteria.
Just like our values-aligned consumer proposition, we are also
excited to help pioneer
a framework for companies going public where they share
with the market their
performance against a set of environmental, social, and
governance, or ESG criteria.
2. Please revise your disclosure throughout the prospectus to make clear
that the SPO
Framework consists of ESG criteria that the company seeks to meet and
remove any
references which articulate your hopes that other issuers will also
use the framework to
assess their performance against the criteria or in connection with a
public offering. For
example, we note the section entitled, The Sustainability
Principles and Objectives
Framework where on page 149 you state, That is why we hope to
help pioneer a
framework for companies going public where they share with the market
their
performance against a set of environmental, social, and governance, or
ESG criteria,
which we call the Sustainability Principles and Objectives Framework,
or the SPO
Framework, and on pages 150-152 you characterize the SPO Framework
as being
designed to ensure that an issuer takes into consideration the
ESG criteria and does so
according to a timeline related to the issuer s IPO.
3. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications.
Risk Factors Summary, page 12
4. Please remove your discussion of the Sustainability Principles and
Objectives Framework
in the first paragraph of this section. In addition, please remove the
following statements
throughout the prospectus, The SPO Framework is not defined any
federal or state statute
or regulation and is not a specific equity offering type under federal
or state securities
laws. The SPO Framework has not been approved by regulators.
5. Please revise your summary risk factor on page 13 and the risk factor
on pages 57-58
entitled, We are subject to risks related to the Sustainability
Principles and Objectives
Framework and associated disclosures . to clearly articulate the
risks related to the SPO
Framework.
The Sustainability Principles and Objectives Framework, page 150
6. We note footnote 4 on page 150, which states that additional
information about the SPO
Framework, criteria and Advisory Council can be found at
http://spo.bsr.org. Please
remove reference to this information and the website from your
prospectus. In this regard,
we note that the information provided on the website still refers to a
Sustainable Public
Joseph Zwillinger
Allbirds, Inc.
September 30, 2021
Page 3
Equity Offering (SPO). In addition, please consider whether the
information presented
on this website is appropriate given that the SPO Framework is not a type
of offering.
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 30, 2021 Page 3
cc: Nicole Brookshire
FirstName LastName