SEC Comment Letter 0000000000-23-005756 to Sweetgreen, Inc. (SG) (CIK 0001477815) (SG)
Sweetgreen, Inc. (SG) (CIK 0001477815)
Date: June 1, 2023 · CIK: 0001477815 · Accession: 0000000000-23-005756
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo June 1, 2023 Mitch Reback Chief Financial Officer Sweetgreen, Inc. 3102 36th Street Los Angeles, California 90018 Re:Sweetgreen, Inc. Form 10-K for Fiscal Year Ended December 25, 2022 Filed February 23, 2023 Form 10-K/A for Fiscal Year Ended December 25, 2022 Filed March 3, 2023 Form 10-Q Filed May 5, 2023 File No. 1-41069 Dear Mitch Reback: We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K/A for Fiscal Year Ended December 25, 2022 Key Performance Metrics, page 60 1.In your tabular disclosure on page 61, you present numerous non-GAAP measures but do not disclose the comparable GAAP measures. Please revise to include the comparable GAAP measure for each non-GAAP measure presented with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) or Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
FirstName LastNameMitch Reback Comapany NameSweetgreen, Inc. June 1, 2023 Page 2 FirstName LastName Mitch Reback Sweetgreen, Inc. June 1, 2023 Page 2
Form 10-Q for Fiscal Quarter Ended March 26, 2023 Item 6. Exhibits Exhibits 31.1 and 31.2, page 39 2.Please tell us why the introductory language in paragraph 4 does not refer to internal control over financial reporting as defined in Exchange Act Rules 13(a)-15(f) and 15d- 15(f). In addition, tell us why you have not provided a paragraph that indicates that you have designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under your supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Refer to paragraph (b)(31) of Item 601 of Regulation S-K. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at (202) 551- 3651 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Ashley Van, Vice President and Controller
Show Raw Text
United States securities and exchange commission logo
June 1, 2023
Mitch Reback
Chief Financial Officer
Sweetgreen, Inc.
3102 36th Street
Los Angeles, California 90018
Re:Sweetgreen, Inc.
Form 10-K for Fiscal Year Ended December 25, 2022
Filed February 23, 2023
Form 10-K/A for Fiscal Year Ended December 25, 2022
Filed March 3, 2023
Form 10-Q Filed May 5, 2023
File No. 1-41069
Dear Mitch Reback:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K/A for Fiscal Year Ended December 25, 2022
Key Performance Metrics, page 60
1.In your tabular disclosure on page 61, you present numerous non-GAAP measures but do
not disclose the comparable GAAP measures. Please revise to include the comparable
GAAP measure for each non-GAAP measure presented with equal or greater prominence.
Refer to Item 10(e)(1)(i)(A) or Regulation S-K and Question 102.10 of the Compliance
and Disclosure Interpretations for Non-GAAP Financial Measures.
FirstName LastNameMitch Reback
Comapany NameSweetgreen, Inc.
June 1, 2023 Page 2
FirstName LastName
Mitch Reback
Sweetgreen, Inc.
June 1, 2023
Page 2
Form 10-Q for Fiscal Quarter Ended March 26, 2023
Item 6. Exhibits
Exhibits 31.1 and 31.2, page 39
2.Please tell us why the introductory language in paragraph 4 does not refer to internal
control over financial reporting as defined in Exchange Act Rules 13(a)-15(f) and 15d-
15(f). In addition, tell us why you have not provided a paragraph that indicates that you
have designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under your supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Refer to paragraph (b)(31) of Item 601 of Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at (202) 551-
3651 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Ashley Van, Vice President and Controller