SEC Comment Letter 0000000000-24-001336 to Cardlytics, Inc. (CDLX) (CIK 0001666071) (CDLX)
Cardlytics, Inc. (CDLX) (CIK 0001666071)
Date: Feb. 2, 2024 · CIK: 0001666071 · Accession: 0000000000-24-001336
AI Filing Summary & Sentiment
File numbers found in text: 333-276738
Letter
United States securities and exchange commission logo February 2, 2024 Karim Temsamani Chief Executive Officer Cardlytics, Inc. 675 Ponce de Leon Avenue NE, Suite 4100 Atlanta, Georgia 30308 Re:Cardlytics, Inc. Registration Statement on Form S-3 Filed January 29, 2024 File No. 333-276738 Dear Karim Temsamani: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe the comment applies 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 this letter, we may have additional comments. Form S-3 filed January 29, 2024 General 1.You indicate that you are registering $100 million of securities on behalf of the company and selling securityholders. On page 5, you disclose that “Selling securityholders are persons or entities that, directly or indirectly, have acquired or will from time to time acquire from us, our securities.” Please revise to identify the initial transaction(s) pursuant to which the securities the selling securityholders are offering were originally sold. Please also clarify that the initial offering was completed and the securities were issued and outstanding prior to filing this registration statement on Form S-3. Revise your fee table, prospectus cover page and elsewhere as appropriate to disclose the aggregate number of shares being registered for resale. File a revised legal opinion that covers the securities to be offered for resale by the selling securityholders. Refer to Securities Act Rule 430B(b)(2) and General Instruction II.G of Form S-3. For additional guidance, refer to
FirstName LastNameKarim Temsamani Comapany NameCardlytics, Inc. February 2, 2024 Page 2 FirstName LastName Karim Temsamani Cardlytics, Inc. February 2, 2024 Page 2 Questions 228.03 and 228.04 of our Securities Act Rules Compliance and Disclosure Interpretations. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Mark Ballantyne, Esq.
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United States securities and exchange commission logo
February 2, 2024
Karim Temsamani
Chief Executive Officer
Cardlytics, Inc.
675 Ponce de Leon Avenue NE, Suite 4100
Atlanta, Georgia 30308
Re:Cardlytics, Inc.
Registration Statement on Form S-3
Filed January 29, 2024
File No. 333-276738
Dear Karim Temsamani:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the comment applies 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 this letter, we may have additional comments.
Form S-3 filed January 29, 2024
General
1.You indicate that you are registering $100 million of securities on behalf of the company
and selling securityholders. On page 5, you disclose that “Selling securityholders are
persons or entities that, directly or indirectly, have acquired or will from time to time
acquire from us, our securities.” Please revise to identify the initial transaction(s) pursuant
to which the securities the selling securityholders are offering were originally sold. Please
also clarify that the initial offering was completed and the securities were issued and
outstanding prior to filing this registration statement on Form S-3. Revise your fee table,
prospectus cover page and elsewhere as appropriate to disclose the aggregate number of
shares being registered for resale. File a revised legal opinion that covers the securities to
be offered for resale by the selling securityholders. Refer to Securities Act Rule
430B(b)(2) and General Instruction II.G of Form S-3. For additional guidance, refer to
FirstName LastNameKarim Temsamani
Comapany NameCardlytics, Inc.
February 2, 2024 Page 2
FirstName LastName
Karim Temsamani
Cardlytics, Inc.
February 2, 2024
Page 2
Questions 228.03 and 228.04 of our Securities Act Rules Compliance and Disclosure
Interpretations.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Mark Ballantyne, Esq.