UPLOAD Filing
Clear Secure, Inc.
Date: Aug. 28, 2025 · CIK: 0001856314 · Accession: 0000000000-25-009271
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40568
Letter
Re: Clear Secure, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-40568 Dear Jennifer Hsu:
August 28, 2025
Jennifer Hsu Chief Financial Officer Clear Secure, Inc. 85 10th Avenue, 9th Floor New York, NY 10011
We have limited our review of your filing to the financial statements and related disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024 Financial Statements Consolidated Balance Sheet, page 67
1. We note a related party exchanged 4,000,000 of their Alclear Units and corresponding shares of Class C Common Stock for shares of the Company s Class A Common Stock, and the Company repurchased and retired the shares of Class A Common Stock. Please provide us a chronological summary of all such instances where Alclear Units along with the corresponding shares Class C Common Stock or Class D Common Stock were exchanged for shares of your Class A Common Stock or Class B Common Stock. Indicate if the issued Class A or Class B shares were repurchased and retired by the Company and if so, tell us if the repurchases were funded with cash raised in a public offering or private sale of Class A Common Stock. In the absence of a concurrent public offering or private sale of Class A Common Stock, tell us how the repurchases were made in accordance with the terms of the Exchange Agreement. Also, please tell us why you do not report the Alclear Units, Class C Common Stock and Class D Common Stock as temporary equity and explain to us your consideration of the guidance in ASC 480-10-S99-3A and specifically, example 2 of this guidance. August 28, 2025 Page 2
In closing, 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.
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202- 551-3361 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 28, 2025 Jennifer Hsu Chief Financial Officer Clear Secure, Inc. 85 10th Avenue, 9th Floor New York, NY 10011 Re: Clear Secure, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-40568 Dear Jennifer Hsu: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2024 Financial Statements Consolidated Balance Sheet, page 67 1. We note a related party exchanged 4,000,000 of their Alclear Units and corresponding shares of Class C Common Stock for shares of the Company s Class A Common Stock, and the Company repurchased and retired the shares of Class A Common Stock. Please provide us a chronological summary of all such instances where Alclear Units along with the corresponding shares Class C Common Stock or Class D Common Stock were exchanged for shares of your Class A Common Stock or Class B Common Stock. Indicate if the issued Class A or Class B shares were repurchased and retired by the Company and if so, tell us if the repurchases were funded with cash raised in a public offering or private sale of Class A Common Stock. In the absence of a concurrent public offering or private sale of Class A Common Stock, tell us how the repurchases were made in accordance with the terms of the Exchange Agreement. Also, please tell us why you do not report the Alclear Units, Class C Common Stock and Class D Common Stock as temporary equity and explain to us your consideration of the guidance in ASC 480-10-S99-3A and specifically, example 2 of this guidance. August 28, 2025 Page 2 In closing, 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. Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202- 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology </TEXT> </DOCUMENT>