SEC Comment Letter for WEALTHFRONT (WLTH) — Sep 29, 2025
WEALTHFRONT CORP
Date: Sept. 29, 2025 · CIK: 0001524566 · Accession: 0000000000-25-010556
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Letter
September 26, 2025 David Fortunato Chief Executive Officer Wealthfront Corporation 261 Hamilton Avenue Palo Alto, CA 94301 Re:Wealthfront Corporation Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted on September 23, 2025 CIK No. 0001524566 Dear David Fortunato: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement and non-public draft submissions on EDGAR. If you do not believe a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 12, 2025 letter. Amendment No. 3 to Draft Registration Statement on Form S-1 Our Platform Diverse Financial Products, page 30 We note your response to prior comment 3. We also note your revised disclosure at page iii, under "Select Defined Terms," that "Cash Account" means the account clients open and maintain at your subsidiary Wealthfront Brokerage LLC. Please revise here to clarify the nature of the cash account, which appears to include aspects of a brokerage account. Please also identify the banks that provide services related to the Cash Management product, such as Wells Fargo, and summarize the key terms of 1.
September 26, 2025 Page 2 the agreements that appear to allow you to manage the FBO accounts and related sweeps, settlement, reconciliation, dispute resolution and other features necessary to offer the Cash Management product. Please also file such agreements with banks as exhibits, or provide a detailed explanation why they are not required under Item 601(b)(1) of Regulation S-K. Management's Discussion and Analysis of Financial Condition and Results of Operations Our Revenue Model, page 106 2.We are continuing to evaluate your response to prior comment 4 and may have additional comments. Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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September 26, 2025
David Fortunato
Chief Executive Officer
Wealthfront Corporation
261 Hamilton Avenue
Palo Alto, CA 94301
Re:Wealthfront Corporation
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted on September 23, 2025
CIK No. 0001524566
Dear David Fortunato:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 12, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
Our Platform
Diverse Financial Products, page 30
We note your response to prior comment 3. We also note your revised disclosure at
page iii, under "Select Defined Terms," that "Cash Account" means the account
clients open and maintain at your subsidiary Wealthfront Brokerage LLC. Please
revise here to clarify the nature of the cash account, which appears to include aspects
of a brokerage account. Please also identify the banks that provide services related to
the Cash Management product, such as Wells Fargo, and summarize the key terms of 1.
September 26, 2025
Page 2
the agreements that appear to allow you to manage the FBO accounts and related
sweeps, settlement, reconciliation, dispute resolution and other features necessary to
offer the Cash Management product. Please also file such agreements with banks as
exhibits, or provide a detailed explanation why they are not required under Item
601(b)(1) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Revenue Model, page 106
2.We are continuing to evaluate your response to prior comment 4 and may have
additional comments.
Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance