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SEC Comment Letter 0000000000-25-003333 to Klarna Group plc (KLAR)

Klarna Group plc
Date: March 28, 2025 · CIK: 0002003292 · Accession: 0000000000-25-003333

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File numbers found in text: 333-285826

Date
March 28, 2025
Author
Division of
Form
UPLOAD
Company
Klarna Group plc

Letter

Re: Klarna Group plc Registration Statement on Form F-1 Response dated March 24, 2025 File No. 333-285826 Dear Sebastian Siemiatkowski:

March 28, 2025

Sebastian Siemiatkowski Chief Executive Officer Klarna Group plc 10 York Road London SE1 7ND United Kingdom

We have reviewed your response dated March 24, 2025 and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 21, 2025 letter.

Response dated March 24, 2025 General

1. In your response to comment 6, you state that the company concluded that the partnership agreement and warrant agreements with OnePay are each a contract of the type that Klarna enters in the ordinary course of its business. Please revise your discussion to clarify whether the two agreements, taken together, constitute the type of commercial arrangement that Klarna regularly enters into as part of its agreement with other merchant partners. In addition, we note that the agreement with OnePay appears to focus on Klarna expanding its offering of Fair Financing offerings to Walmart customers. Since this appears to represent an increased focus on a lending product that has previously been a much smaller percentage of your total consumer credit balance March 28, 2025 Page 2

compared to Pay Now and Pay Later, please clarify how you concluded that the agreement was a contract that Klarna enters into in the ordinary course of its business. 2. We note that in your response to comment 6, you provided a portion of the disclosure that you intend to include in the Summary section of your next amendment. We note that the agreement appears to focus on Klarna's ability to offer Fair Financing products to Walmart customers through the OnePay app. Please expand your disclosure, in an appropriate location in the registration statement, to provide management's view as to whether the agreement with Walmart and OnePay is likely to represent a significant change to your overall lending offerings, since Fair Financing represented a comparatively small portion of your overall outstanding consumer balances. Similarly, please address whether management believes the comparatively longer term financing may impact your need for short-term and longer- term deposit or other debt financing. Please contact Michael Volley at 202-551-3437 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor at 202-551- 3419 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Byron B. Rooney, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Sebastian Siemiatkowski
Chief Executive Officer
Klarna Group plc
10 York Road
London SE1 7ND
United Kingdom

 Re: Klarna Group plc
 Registration Statement on Form F-1
 Response dated March 24, 2025
 File No. 333-285826
Dear Sebastian Siemiatkowski:

 We have reviewed your response dated March 24, 2025 and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 21,
2025 letter.

Response dated March 24, 2025
General

1. In your response to comment 6, you state that the company concluded that
the
 partnership agreement and warrant agreements with OnePay are each a
contract of the
 type that Klarna enters in the ordinary course of its business. Please
revise your
 discussion to clarify whether the two agreements, taken together,
constitute the type of
 commercial arrangement that Klarna regularly enters into as part of its
agreement with
 other merchant partners. In addition, we note that the agreement with
OnePay appears
 to focus on Klarna expanding its offering of Fair Financing offerings to
Walmart
 customers. Since this appears to represent an increased focus on a
lending product that
 has previously been a much smaller percentage of your total consumer
credit balance
 March 28, 2025
Page 2

 compared to Pay Now and Pay Later, please clarify how you concluded that
the
 agreement was a contract that Klarna enters into in the ordinary course
of its business.
2. We note that in your response to comment 6, you provided a portion of
the disclosure
 that you intend to include in the Summary section of your next
amendment. We note
 that the agreement appears to focus on Klarna's ability to offer Fair
Financing
 products to Walmart customers through the OnePay app. Please expand your
 disclosure, in an appropriate location in the registration statement, to
provide
 management's view as to whether the agreement with Walmart and OnePay is
likely
 to represent a significant change to your overall lending offerings,
since Fair
 Financing represented a comparatively small portion of your overall
outstanding
 consumer balances. Similarly, please address whether management believes
the
 comparatively longer term financing may impact your need for short-term
and longer-
 term deposit or other debt financing.
 Please contact Michael Volley at 202-551-3437 or Robert Klein at
202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor at
202-551-
3419 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Byron B. Rooney, Esq.
</TEXT>
</DOCUMENT>