SecProbe.io

January 13, 2025
David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043
Re:Pattern Group Inc.
Draft Registration Statement on Form S-1
Submitted December 16, 2024
CIK No. 0001811935
Dear David Wright:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted December 16, 2024
Prospectus Summary
How We Do What We Do, page 3
1.Please revise your disclosure to briefly expand your discussion of the meaning of the
statement "ecommerce complexity cannot currently be solved." We note
your statements above that point to the ecommerce marketplace as currently
significant and continuing to grow at a CAGR of 9.3% from 2024 to 2028 as well as
the continued shift in sales from brick-and-mortar stores to ecommerce suggesting a
robust and growing marketplace of which you are a participant generating revenues
and net income.

January 13, 2025
Page 2
Our Results, page 4
2.For balance and context, please revise your chart here and elsewhere throughout your
prospectus representing the growth of revenues from 2017-2023, or otherwise provide
a balanced graphic representation of your net (loss) income for the same periods. We
note your narrative disclosure discussing both revenues and net (loss) income for
certain periods immediate above.
Our Platform, page 5
3.Please revise to provide graphics that are easily legible as well as provide a brief,
narrative disclosure providing appropriate context as to what the two graphics here
represent in relation to your platform, business generally or otherwise.
Our Competitive Strengths, page 7
4.Revise your disclosure here and elsewhere are appropriate, for example in your
Business section, to discuss the challenges, including competition and competitors,
you face with an eye towards balancing your discussion of your competitive strengths,
market opportunity and growth strategies.
Controlled Company, page 10
5.Revise your disclosure here and elsewhere as appropriate to state whether you intend
to take advantage of the exemptions from corporate governance requirements that are
available to you as a controlled company. We note that, with regard to the exemption
for director independence, you state here that you do expect to have five independent
directors upon the closing of this offering, all of whom will qualify as independent for
audit committee purposes as well as your statement that you "may rely on" these
exemptions.
Risk Factors
Risks Related to Our Business
Our technology relies in part on the use of comprehensive marketplace data..., page 19
6.Please revise this risk factor and your disclosure throughout your prospectus to clarify
specifically what you are referring to when you discuss "our technology" and whether
this is a reference to your artificial intelligence platform. Additionally, revise to
provide a more detailed discussion regarding the specific data points or types of data
your artificial intelligence platform collects and utilizes to build your data sets. We
note your discussion of scraping data, for example from certain identified sources.
Clarify whether your AI or machine learning models use outside data sources, such as
publicly available datasets, or if they are closed-loop systems. We note your use of
data collected from website scraping and other data "collected from marketplaces and
other third parties."
If we are unable to accurately forecast consumer demand, manage our inventory and plan for
future expenses..., page 23
Please revise this risk factor to provide a separate stand-alone risk factor for the
discussion regarding political and economic stability. In this regard, it appears that 7.

January 13, 2025
Page 3
this risk factor appears to encompass a broad array of topics including external forces
beyond your business relationships and industry (e.g., international trade restrictions).
Further, please expand your discussion of the political, economic and financial
instability that may adversely impact you and your brand partners by providing brief
examples or discussion of relevant topics that are tied to your current brand partner
relationships and global business operating environment. We note your risk factor
beginning "Changes in international trade policies or tariffs and rising political
tensions, particularly between the United States and China,..." on page 38.
Our operating history may make evaluation of our future prospects difficult., page 27
8.Please revise to briefly expand your discussion of your operating history. In this
regard, you state that you "launched in 2013" and have "since expanded our solutions
and brand products." However, it is not clear from this statement how your operating
history is limited (as you have been in operation for more than 11 years) or what
business developments transpired or how your business has evolved since 2013 that
would result in the risk of future prospects being difficult. In this regard, we note your
disclosure in the risk factor beginning "Our business suffers when we are unsuccessful
in making, integrating and maintaining acquisition and investments," where you state
you have "acquired and invested in a number of companies..." on page 34.
Restrictions in our revolving credit facility could adversely affect our operating flexibility.,
page 35
9.Please revise your risk factor here to provide additional detail regarding the terms and
covenants in your revolving credit facility, including but not limited to "certain
financial ratios" and the current status of your compliance with these covenants.
Further, please file as an exhibit to the registration statement the Third Amended and
Restated Credit Agreement dated July 16, 2019. We note your disclosure under
"Credit Facility" on page 82.
Our international operations subject us to additional costs and risks that can adversely affect
our business..., page 36
10.Please revise your discussion here to provide a reasonable amount of detail regarding
specific countries, regions and/or continents where you conduct business operations or
plan to expand your international operations and the associated risks so as to provide
investors with a clear understanding of the risks specific to your business activities
and operations.
Industry and Market Data, page 60
11.If any of the reports or other information provided here or elsewhere in prospectus has
been commissioned by you, please disclose the same, identify the relevant party and
file a consent for the applicable third party. Further, please include any necessary or
intended industry or market data appropriate for disclosure in connection with your
business and operating industry. In this regard, it appears that certain information and
discussion may been inadvertently omitted from this section.

January 13, 2025
Page 4
Management's Discussion and Analysis...
Overview, page 69
12.Please revise your disclosure here and elsewhere as appropriate throughout your
prospectus to limit the use of repetitive disclosure focused on promotional narrative of
your business as well as business jargon, marketing or promotional language,
including in your discussion of your business activities and operations and financial
results. In this regard, we note that the subsection titled "Our Results" discusses your
beliefs regarding the value proposition you provide to the market and your brand
partners, rather than an objective discussion and analysis of material information
relevant to an assessment of your financial condition and results of operations. We
note that your discussion of certain financial information begins on page 76 under the
subheading "Components of Results of Consolidated Operations" and that much of
this same information is disclosed both in your prospectus summary and your
Business sections. Consider whether certain sections of your disclosure here are better
disclosed in your "Industry and Market Data" or "Business" sections. Refer to Item
303 of Regulation S-K.
Our Contractual Arrangements, page 72
13.We note that you enter into contractual arrangements that grant you "the right to
purchase products from brand partners at pre-determined prices and the exclusive
rights to sell those products on marketplaces as their ecommerce acceleration
solution." Please revise your disclosure to state whether these agreements are written,
discuss the key terms, including duration, of the agreements and file any material
agreements as applicable under Item 601(b)(10) of Regulation S-K. We note your
disclosure that, if a brand partner seeks to terminate a contract, they are generally
obligated to repurchase excess inventory from you.
Key Business Metric and Non-GAAP Financial Measure
Net Revenue Retention Rate, page 75
14.Please revise your disclosure here and elsewhere as applicable to include the Net
Revenue Retention rate (NRR) for the fiscal year ended December 31, 2024 as it
becomes available. Additionally, please revise your chart here to provide additional
contextual information regarding the data disclosed, for example, indicating that the
years presented as fiscal years ended December 31 and whether the percentages (i.e.,
107% and 115%) account for all brand partners, or whether certain or some brand
partners that would otherwise have data available to complete the NRR calculation for
the applicable period have been excluded, for example, certain categories of products,
partners, or marketplaces. We note your sentence stating that "[c]urrent period
revenues includes expansion, contraction and attrition during the current period..."
Adjusted EBITDA, page 76
15.Please disclose the most directly comparable GAAP measure with equal or greater
prominence, whenever you present a non-GAAP measure. Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

January 13, 2025
Page 5
Credit Facility, page 82
16.We note your disclosure here that you Credit Facility is guaranteed by certain your
subsidiaries as well as a placeholder in your Exhibit Index for Exhibit 21.1. Please
revise your disclosure where appropriate to briefly discuss your corporate structure,
including a description of your subsidiaries and whether they are operating
subsidiaries conducting your business activities.
Historical Cash Flows
Investing Activities, page 82
17.Please revise your disclosure here and elsewhere as appropriate to briefly discuss the
acquisition of Current Technologies, LLC in fiscal year ended December 31, 2022,
including the reason for the acquisition as well as what customers, technologies or
other business assets or capabilities you acquired.
Business, page 85
18.Please revise this section and elsewhere throughout your prospectus to clearly
describe in a single section using a straightforward and direct narrative and, if
applicable, other graphic, diagram or table, the revenue generating business activities
that constitute your business and operations as well as a complete but concise
discussion of how each component generates revenue. In this regard, we note your
disclosure under "Monetize Incremental Solutions" and well as the table under "Our
Solutions" both on page 101.
Pattern is the Solution, page 86
19.Revise your graphic here and throughout your prospectus or otherwise disclose
whether the flags of nations represented under "Global Consumers" are all countries
where your business operates or otherwise conducts business or, alternatively, make
clear that this is intended only to represent the global marketplace of consumers
generally.
Our Technology
Artificial Intelligence, page 93
20.Please provide your definition of “artificial intelligence” in the context of your
business and enhance your disclosure to provide an update on the stage of product
development for your EXP data layer, or "ecommerce acceleration platform."
You reference that your platform leverages artificial intelligence, as well as various
machine learning, natural language processing engines and large language models
(LLMs). Please clarify what you mean by artificial intelligence and explain how it is
used in your platform and differs from simple algorithmic code that automates
processes in your platform. In addition, clarify here and throughout your disclosure
whether your platform utilizes third-party artificial intelligence products or internally
developed artificial intelligence processes. We note your disclosure regarding the
Insights Engine and Execution Engines as well as your disclosure on page 29 of the
Risk Factors section stating that you use "AI Technologies licensed from third parties"
to power your technology and your ability to continue to use such technologies at the 21.

January 13, 2025
Page 6
scale you need "may be dependent on access to specific third-party technology." Last,
please disclose whether you intend to develop proprietary technology, utilize open-
source technology, or license the use of such technology in the future.
Our Brand Partners, page 101
22.Revise your disclosure here and elsewhere throughout your disclosure as applicable to
provide examples of your "brand partners" or otherwise provide a more discrete and
specific description of what kind of entity constitutes a brand partner. Additionally,
please revise your disclosure throughout your prospectus to clearly, concisely and
consistently describe your role as a third-party seller and your relationship to brand
partners, and marketplaces. Further, please revise to clearly describe and consistently
use the term "marketplace" with an eye toward avoidance of confusion and
establishment of clarity. In this regard, it appears that this term is used to describe
both global ecommerce providers (e.g., Amazon or Shopify), but also used to describe
the more expansive marketplace of global consumers more generally.
Our Competition, page 104
23.Revise this section to discuss specific competitors associated with each of your
primary business activities and operations.
Our People and Culture, page 105
24.Revise to clarify the meaning of "full-time equivalent employees" and "other
employees."
25.Please disclose the location of your offices "across Asia, Australia, Europe and the
Middle East" in addition to your Utah principal executive offices. Additionally, we
note that under the subheading "Facilities" on page 107 you disclose leasing
"additional facilities in Europe, Australia and Asia" but not the Middle East. Please
reconcile. Further, we note that you lease a your "creative studio" from iServe
Investments, LLC, an entity controlled be Melanie Adler, your co-founder. Please
revise your disclosure here and where appropriate to make clear which office this
refers to and disclose that it is leased from a related party providing a cross-reference
to your Certain Relationships and Related Party Transactions section. Last, we note
that on page F-27 in footnote 15 to your financial statements you describe this leased
space a "certain office and warehouse space." Please reconcile and revise.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Segment Reporting, page F-15
26.We note you operate in various industries including health and wellness, beauty and
personal care, home and lifestyle, pet, sports and outdoors and consumer electronics.
Please tell us your consideration of reporting revenue by each product and service or
each group of similar products and services, pursuant