SEC Comment Letter 0000000000-24-003063 to Ibotta, Inc. (IBTA) (CIK 0001538379) (IBTA)
Ibotta, Inc. (IBTA) (CIK 0001538379)
Date: March 20, 2024 · CIK: 0001538379 · Accession: 0000000000-24-003063
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Letter
United States securities and exchange commission logo March 20, 2024 Bryan Leach Chief Executive Officer Ibotta, Inc. 1801 California Street Suite 400 Denver, CO 80202 Re:Ibotta, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted February 28, 2024 CIK No. 0001538379 Dear Bryan Leach: We have reviewed your amended draft registration statement and have the following comment(s). Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement 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 January 11, 2024 letter. Amendment No. 3 to Draft Registration Statement on Form S-1, Submitted February 28, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Our History and Key Milestones, page 84 1.We note your presentation of Adjusted EBITDA margin. Please present the most directly comparable financial measure calculated in accordance with US GAAP. See Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
FirstName LastNameBryan Leach Comapany NameIbotta, Inc. March 20, 2024 Page 2 FirstName LastName Bryan Leach Ibotta, Inc. March 20, 2024 Page 2 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Significant Accounting Policies Revenue Recognition, page F-11 2.Please expand your revenue recognition policy to clearly define who the customer(s) is in your arrangements, and specify, if true, that third party publishers (such as Walmart) are not your customers. In addition, to help investors better understand the nature of such arrangements, please clarify these relationships in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Rachel J. Nagashima
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United States securities and exchange commission logo
March 20, 2024
Bryan Leach
Chief Executive Officer
Ibotta, Inc.
1801 California Street
Suite 400
Denver, CO 80202
Re:Ibotta, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted February 28, 2024
CIK No. 0001538379
Dear Bryan Leach:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement 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
January 11, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1, Submitted February 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our History and Key Milestones, page 84
1.We note your presentation of Adjusted EBITDA margin. Please present the most directly
comparable financial measure calculated in accordance with US GAAP. See Question
102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
FirstName LastNameBryan Leach
Comapany NameIbotta, Inc.
March 20, 2024 Page 2
FirstName LastName
Bryan Leach
Ibotta, Inc.
March 20, 2024
Page 2
Notes to Consolidated Financial Statements
2. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-11
2.Please expand your revenue recognition policy to clearly define who the customer(s) is in
your arrangements, and specify, if true, that third party publishers (such as Walmart) are
not your customers. In addition, to help investors better understand the nature of such
arrangements, please clarify these relationships in Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
Please contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Rachel J. Nagashima