SEC Comment Letter 0000000000-23-003756 to Maplebear Inc. (CART) (CIK 0001579091) (CART)
Maplebear Inc. (CART) (CIK 0001579091)
Date: April 14, 2023 · CIK: 0001579091 · Accession: 0000000000-23-003756
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 14, 2023 Fidji Simo Chief Executive Officer Maplebear Inc. 50 Beale Street, Suite 600 San Francisco, CA 94105 Re:Maplebear Inc. Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted March 20, 2023 CIK No. 0001579091 Dear Fidji Simo: We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 4 to Draft Registration Statement on Form S-1 Prospectus Summary Our Business Model, page 4 1.Please expand the bullet point on net income to explain that net income for 2022 included a $358 million benefit from the release of your full valuation allowance on your deferred tax assets in the United States. 2.Please expand your disclosure to clarify the expansion to your business that "optimizes for profitable growth over time" following the pandemic. 3.You present the changes in line items and metrics from 2020 to 2022, which we note includes a period where your growth was significantly accelerated by the COVID-19
FirstName LastNameFidji Simo Comapany NameMaplebear Inc. April 14, 2023 Page 2 FirstName LastName Fidji Simo Maplebear Inc. April 14, 2023 Page 2 pandemic. Please revise so that it is clear to investors that the period included here shows significant growth due to COVID-19, and that you do not expect your pandemic- accelerated growth rates to recur in future periods. Please also tell us why you believe that the comparison from 2020 to 2022 is appropriate and why you are not disclosing changes from 2021 to 2022. Please include disclosure here quantifying your accumulated deficit and disclosing that you only recently began generating profit and that you have historically experienced significant net losses. Executive Compensation Summary Compensation Table, page 233 4.We note footnote 2 to the Summary Compensation Table which states that the amount disclosed in the "Stock Awards" column represents the aggregate grant-date fair value of each RSU award and PSU award granted during 2022. We also note your disclosure that achievement of the liquidity event-based vesting condition and, as applicable, the market capitalization goal, were not deemed probable on the date of grant. Please explain how your disclosure is consistent with Instruction 3 to Item 402(c)(2)(v) and (vi). Please also disclose in the footnote the value of the award at grant date assuming that the highest level of performance conditions will be achieved. Notes to Consolidated Financial Statements 13. Income Taxes, page F-54 5.Please provide us with a comprehensive analysis of ASC 740-10-30 to support the release of your entire valuation allowance of $358 million related to the U.S. federal and state net deferred tax assets during the fiscal year ended December 31, 2022. In your response, please quantify the amount of “cumulative income in recent years, including the effect of permanent adjustments,” and compare for us the magnitude and duration of the periods of losses and profitability. Describe the factors driving the past losses and the changes that result in current profitability. Explain why profitability is sustainable, including how you considered the effect of economic uncertainty in your analysis. Last, detail for us management’s track record in making forecasts for the past three years by comparing the forecasted income or loss for the upcoming year against actual results.
14. Net Income (Loss) per Share Attributable to Common Stockholders, page F-57 6.Please tell us your determination of the $20 million undistributed earnings reallocated to common stockholders included in your net income (loss) attributable to common stockholders, diluted for fiscal year ended December 31, 2022.
FirstName LastNameFidji Simo Comapany NameMaplebear Inc. April 14, 2023 Page 3 FirstName LastName Fidji Simo Maplebear Inc. April 14, 2023 Page 3 You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jon Avina
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United States securities and exchange commission logo
April 14, 2023
Fidji Simo
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, CA 94105
Re:Maplebear Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted March 20, 2023
CIK No. 0001579091
Dear Fidji Simo:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Business Model, page 4
1.Please expand the bullet point on net income to explain that net income for 2022 included
a $358 million benefit from the release of your full valuation allowance on your deferred
tax assets in the United States.
2.Please expand your disclosure to clarify the expansion to your business that "optimizes for
profitable growth over time" following the pandemic.
3.You present the changes in line items and metrics from 2020 to 2022, which we note
includes a period where your growth was significantly accelerated by the COVID-19
FirstName LastNameFidji Simo
Comapany NameMaplebear Inc.
April 14, 2023 Page 2
FirstName LastName
Fidji Simo
Maplebear Inc.
April 14, 2023
Page 2
pandemic. Please revise so that it is clear to investors that the period included here shows
significant growth due to COVID-19, and that you do not expect your pandemic-
accelerated growth rates to recur in future periods. Please also tell us why you believe
that the comparison from 2020 to 2022 is appropriate and why you are not disclosing
changes from 2021 to 2022. Please include disclosure here quantifying your accumulated
deficit and disclosing that you only recently began generating profit and that you have
historically experienced significant net losses.
Executive Compensation
Summary Compensation Table, page 233
4.We note footnote 2 to the Summary Compensation Table which states that the amount
disclosed in the "Stock Awards" column represents the aggregate grant-date fair value of
each RSU award and PSU award granted during 2022. We also note your disclosure that
achievement of the liquidity event-based vesting condition and, as applicable, the market
capitalization goal, were not deemed probable on the date of grant. Please explain how
your disclosure is consistent with Instruction 3 to Item 402(c)(2)(v) and (vi). Please also
disclose in the footnote the value of the award at grant date assuming that the highest level
of performance conditions will be achieved.
Notes to Consolidated Financial Statements
13. Income Taxes, page F-54
5.Please provide us with a comprehensive analysis of ASC 740-10-30 to support the release
of your entire valuation allowance of $358 million related to the U.S. federal and state net
deferred tax assets during the fiscal year ended December 31, 2022. In your response,
please quantify the amount of “cumulative income in recent years, including the effect of
permanent adjustments,” and compare for us the magnitude and duration of the periods of
losses and profitability. Describe the factors driving the past losses and the changes that
result in current profitability. Explain why profitability is sustainable, including how you
considered the effect of economic uncertainty in your analysis. Last, detail for us
management’s track record in making forecasts for the past three years by comparing the
forecasted income or loss for the upcoming year against actual results.
14. Net Income (Loss) per Share Attributable to Common Stockholders, page F-57
6.Please tell us your determination of the $20 million undistributed earnings reallocated to
common stockholders included in your net income (loss) attributable to common
stockholders, diluted for fiscal year ended December 31, 2022.
FirstName LastNameFidji Simo
Comapany NameMaplebear Inc.
April 14, 2023 Page 3
FirstName LastName
Fidji Simo
Maplebear Inc.
April 14, 2023
Page 3
You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jon Avina