SecProbe.io

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 Document   July 8, 2025   VIA EDGAR   Sarah Sidwell U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: Acceleration Request for Allbirds, Inc. Registration Statement on Form S-3 (File No. 333-288434)   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Allbirds, Inc. (the “Company”) respectfully requests that the effective date for the above captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:00 p.m. Eastern Time on July 10, 2025, or as soon thereafter as is practicable.   Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.     Very truly yours,       Allbirds, Inc.       /s/ Joseph Vernachio   Name: Joseph Vernachio   Title: Chief Executive Officer   cc: Amy Bowler, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Joe Vernachio
Chief Executive Officer
Allbirds, Inc.
30 Hotaling Place
San Francisco, CA 94111

 Re: Allbirds, Inc.
 Registration Statement on Form S-3
 Filed on June 30, 2025
 File No. 333-288434
Dear Joe Vernachio:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amy Bowler
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 23, 2023
Michael Bufano
Chief Financial Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco , CA 94111
Re:Allbirds, Inc.
Form 10-K for the Fiscal Year Ended December, 31, 2021
File No. 001-40963
Dear Michael Bufano:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Allbirds, Inc.

730 Montgomery Street

San Francisco, CA 94111

February 17, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington D.C. 20549

Attn:  Charles Eastman

           Claire Erlanger

Re:  Allbirds, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Form 10-Q for the Quarter Ended September 30, 2022

File No. 001-40963

Dear Mr. Eastman and Ms. Erlanger:

Allbirds, Inc. (the “Company”) is providing this letter in response to a comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated January 30, 2023 with respect to the Company’s Form 10-Q for the quarter ended September 30, 2022 filed on November 9, 2022 (the “Form 10-Q”).

Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated the Comment into this response letter in italics.

Form 10-Q for the Quarter Ended September 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 36

1. We note from your response to our prior comment, that you believe excluding the costs and revenue related to inventory write-downs and liquidation of end-of-life inventory from the non-GAAP performance measure is appropriate because it was non-recurring and part of your simplification initiatives. However, we continue to believe that the adjustments are not consistent with the guidance in Question 100.01 of the Staff's CD&I on Non-GAAP Financial Measures. Although the inventory liquidation was related to exiting a product line, it did not qualify for discontinued operations and we believe these types of inventory write-offs are normal charges incurred by businesses. Please revise to remove these adjustments from your non-GAAP financial measures in future filings.

Response: The Company respectfully acknowledges the Staff’s Comment and informs the Staff that it will remove these adjustments from its non-GAAP financial measures in future filings.

* * *

Page 1

Please contact me with any questions or further comments regarding our response to the Staff’s Comment. Thank you in advance for your attention to this matter.

Sincerely,

/s/ Michael Bufano

Michael Bufano

Chief Financial Officer

Page 2

United States securities and exchange commission logo
January 30, 2023
Michael Bufano
Chief Financial Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco , CA 94111
Re:Allbirds, Inc.
Form 10-K for the Fiscal Year Ended December, 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
Response dated January 3, 2023
File No. 001-40963
Dear Michael Bufano:
            We have reviewed your January 3, 2023, response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to our comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 20, 2022, letter.
Response letter dated January 3, 2023
Form 10-Q for the Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 36
1.We note from your response to our prior comment, that you believe excluding the costs
and revenue related to inventory write-downs and liquidation of end-of-life inventory
from the non-GAAP performance measure is appropriate because it was non-recurring and
part of your simplification initiatives.  However, we continue to believe that the
adjustments are not consistent with the guidance in Question 100.01 of the Staff's C&DI
on Non-GAAP Financial Measures.  Although the inventory liquidation was related to
exiting a product line, it did not qualify for discontinued operations and we believe these

 FirstName LastNameMichael Bufano
 Comapany NameAllbirds, Inc.
 January 30, 2023 Page 2
 FirstName LastName
Michael Bufano
Allbirds, Inc.
January 30, 2023
Page 2
types of inventory write-offs are normal charges incurred by businesses.  Please revise to
remove these adjustments from your non-GAAP financial measures in future filings.
            You may contact Charles Eastman at (202) 551-3794 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Allbirds, Inc.

730 Montgomery Street

San Francisco, CA 94111

January 3, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington D.C. 20549

Attn:  Charles Eastman

           Claire Erlanger

Re:  Allbirds, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Form 10-Q for the Quarter Ended September 30, 2022

File No. 001-40963

Dear Mr. Eastman and Ms. Erlanger:

Allbirds, Inc. (the “Company”) is providing this letter in response to a comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated December 20, 2022 with respect to the Company’s Form 10-Q for the quarter ended September 30, 2022 filed on November 9, 2022 (the “Form 10-Q”).

Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated the Comment into this response letter in italics.

Form 10-Q for the Quarter Ended September 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 36

1. We note that you disclose several Non-GAAP performance measures such as adjusted gross profit, adjusted gross margin, adjusted net loss and Adjusted EBITDA, which exclude the costs related to inventory write-downs and liquidation of end of life inventory. As inventory provisions and write-offs are cost of sales items, and are typically recurring costs that are based on a variety of factors, tell us how you considered the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation and why you believe excluding these expenses from Non-GAAP performance measures is appropriate. Your disclosures in your earnings release on Form 8-K should be similarly addressed.

Response: The Company respectfully acknowledges the Staff’s Comment and informs the Staff that it has considered the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation (“Question 100.01”), including the updates to Question 100.01 that were published on December 13, 2022 following the filing of the Form 10-Q and the Company’s earnings release on Current Report on Form 8-K furnished on November 8, 2022 (the “Form 8-K”). For the

Page 1

reasons discussed below, the Company believes that excluding the costs and revenue related to inventory write-downs and liquidation of end-of-life inventory from the non-GAAP performance measures presented in the Form 10-Q and Form 8-K was appropriate and consistent with the guidance in Question 100.01.

The costs and revenue related to inventory write-downs and liquidation of end-of-life inventory excluded from the non-GAAP performance measures in the Company’s 10-Q and Form 8-K are separate and distinct from the costs and revenue the Company recognizes as part of its normal, recurring inventory balance review. The Company’s normal inventory write-downs are incurred on a recurring basis and, consistent with Question 100.01, have not been excluded from the Company’s non-GAAP performance measures for any periods presented. In contrast, as further described below, the costs and revenue related to the inventory write-downs and liquidation of end-of-life inventory that have been excluded from the Company’s non-GAAP performance measures in the Form 10-Q and Form 8-K were non-recurring (i.e., the Company believes that they are not reasonably likely to recur within two years and there was no similar charge or gain within the prior two years) as they were recognized in connection with the Company’s simplification initiatives that were announced in August 2022 and not as part of the Company’s normal, recurring inventory review.

As part of the Company’s simplification initiatives, which are described in detail on page 26 of the Form 10-Q, the Company made the decision for the first time in its history to discontinue an entire product line (i.e., primarily first generation and performance apparel) and sell the inventory using liquidators outside of normal sales channels. This action was a change to the Company’s operations, revenue generating activities, and business strategy, and was the result of a decision to focus on a streamlined product lineup, including simplified apparel offerings, after the Company faced increased operational complexities due to its expanded apparel offerings. By discontinuing and liquidating certain inventory, primarily related to first generation and performance apparel products, through the use of liquidators as opposed to through normal sales channels, the Company reduced operational complexity and increased focus on other revenue generating activities.  Accordingly, as disclosed in Note 2 to the Company’s condensed consolidated financial statements in the Form 10-Q, during the three months ended June 30, 2022, the Company recorded a specific inventory write-down reserve outside of the ongoing inventory provision process “as a result of a change in apparel strategy, demand for these products, and age of merchandise.”

In addition, the Company’s normal, recurring inventory write-downs have historically been immaterial compared to the write-downs in connection with the simplification initiatives. For example, the expense related to normal, recurring inventory write-downs for the three and nine months ended September 30, 2021, was $0.2 million and $0.3 million, respectively, and for the three and nine months ended September 30, 2022 was $0.3 million. By comparison, the expense related to the inventory write-downs associated with the Company’s simplification initiatives for the three and nine months ended September 30, 2022, was $2.4 million and $14.1 million, respectively. Furthermore, only $0.8 million of the $14.1 million in aggregate expense represented cash operating expense. Therefore, the Company believes that excluding these costs and the related revenue from the liquidation of end-of-life inventory facilitates a better understanding of the Company’s core operating performance and enables investors to compare the Company’s operating performance from period to period on a consistent basis.

Page 2

Accordingly, based on the foregoing, the Company respectfully submits that excluding the inventory write-downs and liquidation of end-of-life inventory related to the Company’s simplification initiatives from its non-GAAP performance measures in the Form 10-Q and Form 8-K was consistent with the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation as well as Rule 100(b) of Regulation G, and was not misleading.

* * *

Please contact me with any questions or further comments regarding our response to the Staff’s Comment. Thank you in advance for your attention to this matter.

Sincerely,

/s/ Michael Bufano

Michael Bufano

Chief Financial Officer

Page 3

United States securities and exchange commission logo
December 20, 2022
Michael Bufano
Chief Financial Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco , CA 94111
Re:Allbirds, Inc.
Form 10-K for the Fiscal Year Ended December, 31, 2021
Form 10-Q for the Quarter Ended September 30, 2022
File No. 001-40963
Dear Michael Bufano:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to our comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comment, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 36
1.We note that you disclose several Non-GAAP performance measures such as adjusted
gross profit, adjusted gross margin, adjusted net loss and Adjusted EBITDA, which
exclude the costs related to inventory write-downs and liquidation of end of life
inventory.  As inventory provisions and write-offs are cost of sales items, and are typically
recurring costs that are based on a variety of factors, tell us how you considered the
guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretation and why you believe excluding these expenses from Non-GAAP
performance measures is appropriate.  Your disclosures in your earnings release on Form
8-K should be similarly addressed.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameMichael Bufano
 Comapany NameAllbirds, Inc.
 December 20, 2022 Page 2
 FirstName LastName
Michael Bufano
Allbirds, Inc.
December 20, 2022
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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October 29, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Eiko Yaoita Pyles

  Andrew Blume

  Sherry Haywood

  Perry Hindin

Re: Allbirds, Inc.

 Registration Statement on Form S-1

 File No. 333-259188

 Acceleration Request

 Requested Date: November 2, 2021

 Requested Time: 4:00 p.m., Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters, hereby join Allbirds, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-259188) (the “Registration Statement”) to become effective on November 2, 2021, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Very truly yours,

MORGAN STANLEY & CO. LLC

By: /s/ Mitzi M. Madrid Diaz

Name: Mitzi M. Madrid Diaz

Title: Vice President

J.P. MORGAN SECURITIES LLC

By: /s/ Jaclyn Berkley

Name: Jaclyn Berkley

Title: Executive Director

BOFA SECURITIES, INC.

By: /s/ Michael Liloia

Name: Michael Liloia

Title: Director

cc: Joseph Zwillinger, Allbirds, Inc.

 Timothy Brown, Allbirds, Inc.

 Michael Bufano, Allbirds, Inc.

 Daniel Li, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Jacob Hanna, Cooley LLP

 Stelios G. Saffos, Latham & Watkins LLP

 Richard A. Kline, Latham & Watkins LLP

 Benjamin J. Cohen, Latham & Watkins LLP

 Brittany D. Ruiz, Latham & Watkins LLP

[Signature Page to Acceleration Request]

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Allbirds, Inc.

730 Montgomery Street

San Francisco, CA 94111

VIA EDGAR

October 29, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Eiko Yaoita Pyles

  Andrew Blume

  Sherry Haywood

  Perry Hindin

RE: Allbirds, Inc.

Registration Statement on Form S-1

File No. 333-259188

Ladies and Gentlemen:

Allbirds, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Tuesday, November 2, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Nicole Brookshire, Calise Cheng and Jacob Hanna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Nicole Brookshire of Cooley LLP, counsel to the Registrant, at (212) 479 6157, or in her absence, Calise Cheng at (650) 843 5172.

[Signature Page Follows]

Very truly yours,

Allbirds, Inc.

By:  /s/ Michael Bufano

Name:  Michael Bufano

Title:  Chief Financial Officer

cc:  Joseph Zwillinger, Allbirds, Inc.

Timothy Brown, Allbirds, Inc.

Daniel Li, Allbirds, Inc.

Peter Werner, Cooley LLP

Calise Cheng, Cooley LLP

Jacob Hanna, Cooley LLP

Stelios G. Saffos, Latham & Watkins LLP

Richard A. Kline, Latham & Watkins LLP

Benjamin J. Cohen, Latham & Watkins LLP

Brittany D. Ruiz, Latham & Watkins LLP

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Nicole Brookshire

T: +1 212 479 6157

nbrookshire@cooley.com

October 4, 2021

Eiko Yaoita Pyles

Andrew Blume

Sherry Haywood

Perry Hindin

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allbirds, Inc.

 Amendment No. 3 to Registration Statement on Form S-1

 Filed October 4, 2021

 File No. 333-259188

Ladies and Gentlemen:

On behalf of Allbirds, Inc. (the “Company”), we are providing this letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 30, 2021 with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1, as filed on September 27, 2021. The Company is concurrently filing Amendment No. 3 to Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes that reflect the responses to the Comments as well as certain other updates to the Amended Registration Statement.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of the Company’s responses

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

October 4, 2021

Page 2

correspond to the page numbers of the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined in this letter have the meanings assigned to them in the Amended Registration Statement.

Amendment No. 2 to Form S-1 Filed September 27, 2021

General, page i

1.We note your response to prior comment one. Please revise your disclosure to remove any references that connect the SPO Framework to the offering. For example, we note the following statements in your prospectus:

•Better Things in a Better Way – applied not only to our products, but to everything we do. “We hope to apply that same ethos to how we approach our initial public offering.”

•The SPO Framework may result in additional costs to us “in connection with this offering.”

•We are “conducting this offering while following the Sustainability Principles and Objectives Framework,” taking into consideration positive ESG outcomes, mitigating negative ESG factors, and being dedicated to meeting a high standard of ESG criteria.

•Just like our values-aligned consumer proposition, we are also excited to help pioneer a framework “for companies going public” where they share with the market their performance against a set of environmental, social, and governance, or ESG criteria.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has further revised its disclosure accordingly.  Please refer to the Company’s revised disclosure on pages 13, 31, 32, 57, 105, and 148-152 of the Amended Registration Statement.

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

October 4, 2021

Page 3

2.Please revise your disclosure throughout the prospectus to make clear that the SPO Framework consists of ESG criteria that the company seeks to meet and remove any references which articulate your hopes that other issuers will also use the framework to assess their performance against the criteria or in connection with a public offering. For example, we note the section entitled, “The Sustainability Principles and Objectives Framework” where on page 149 you state, “That is why we hope to help pioneer a framework for companies going public where they share with the market their performance against a set of environmental, social, and governance, or ESG criteria, which we call the Sustainability Principles and Objectives Framework, or the SPO Framework,” and on pages 150-152 you characterize the SPO Framework as being “designed to ensure that an issuer” takes into consideration the ESG criteria and does so according to a timeline related to the issuer’s IPO.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has further revised its disclosure accordingly.  Please refer to the Company’s revised disclosure on pages 31, 32, 57, 105, and 148-152 of the Amended Registration Statement.

3.Please provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have presented or expect to present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

Response: The Company respectfully acknowledges the Staff's comment and will supplementally provide the Staff with copies of all such written communications.  The Company advises the Staff that these communications (the “Prior Communications”) pre-date the Staff’s comment letters dated September 14, 2021, September 23, 2021 and September 30, 2021. As the Staff will note following review of the Prior Communications, the Company intentionally used language in the Prior Communications relating to the concept of the “Sustainable Public Equity

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

October 4, 2021

Page 4

Offering,” including that the Company “hoped to pioneer….a Sustainable Public Equity Offering,” which language was consistent with the Company’s disclosure in the draft registration statements on Form S-1 as confidentially submitted to the Staff on each of June 16, 2021, July 23, 2021 and August 11, 2021. At the time, the Company appreciated the fact that the Company would need to take into account any concerns that the Staff may have around such concept as the Company was not yet through the Staff’s review process.  The Company advises the Staff that the investors that received these Prior Communications will receive a copy of the Company’s preliminary prospectus and a link to the Company’s roadshow.   The Company affirms to the Staff that its preliminary prospectus and roadshow will not refer to the prior concept of a “Sustainable Public Equity Offering.”

Risk Factors Summary, page 12

4.Please remove your discussion of the Sustainability Principles and Objectives Framework in the first paragraph of this section. In addition, please remove the following statements throughout the prospectus, “The SPO Framework is not defined any federal or state statute or regulation and is not a specific equity offering type under federal or state securities laws. The SPO Framework has not been approved by regulators.”

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has further revised its disclosure accordingly.  Please refer to the Company’s revised disclosure on pages 11, 31, 32, 57, and 148 of the Amended Registration Statement.

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

October 4, 2021

Page 5

5.Please revise your summary risk factor on page 13 and the risk factor on pages 57-58 entitled, “We are subject to risks related to the Sustainability Principles and Objectives Framework and associated disclosures….” to clearly articulate the risks related to the SPO Framework.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has further revised its disclosure to further tailor the risk factor to address the risks related to the SPO Framework.  Please refer to the Company’s revised disclosure on pages 12, 31, and 32 of the Amended Registration Statement.

The Sustainability Principles and Objectives Framework, page 150

6.We note footnote 4 on page 150, which states that additional information about the SPO Framework, criteria and Advisory Council can be found at http://spo.bsr.org. Please remove reference to this information and the website from your prospectus. In this regard, we note that the information provided on the website still refers to a “Sustainable Public Equity Offering (SPO).” In addition, please consider whether the information presented on this website is appropriate given that the SPO Framework is not a type of offering.

Response: The Company respectfully acknowledges the Staff’s comment. While the Company does not own or control the site referenced in the Staff’s comment, in light of the Staff’s prior comments, the Company has been in ongoing discussions with the Advisory Council and BSR to keep them informed of the developments in the Company’s SPO Framework disclosure in the Amended Registration Statement. As of the date hereof, the site referenced in the Staff’s comment has been updated by BSR to conform with the Company’s SPO Framework disclosure in the Amended Registration Statement. Nevertheless, in light of the Staff’s comments, the Company has revised its disclosure in the Amended Registration Statement to remove the reference to this third-party site. Please refer to the Company’s revised disclosure on page 148 of the Amended Registration Statement.

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

October 4, 2021

Page 6

* * *

Please contact me at (212) 479-6157 or Calise Cheng at (650) 843-5172 with any questions or further comments regarding our response to the Staff’s comments.

Sincerely,

/s/ Nicole Brookshire

Nicole Brookshire

cc: Joseph Zwillinger, Co-Chief Executive Officer, Allbirds, Inc.

 Timothy Brown, Co-Chief Executive Officer, Allbirds, Inc.

 Michael Bufano, Chief Financial Officer, Allbirds, Inc.

 Daniel Li, VP, Legal, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Katherine Denby, Cooley LLP

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

United States securities and exchange commission logo
September 30, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 27, 2021
File No. 333-259188
Dear Mr. Zwillinger:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 23, 2021 letter.
Amendment No. 2 to Form S-1 Filed September 27, 2021
General, page i
1.We note your response to prior comment one.  Please revise your disclosure to remove
any references that connect the SPO Framework to the offering.  For example, we note the
following statements in your prospectus:

•Better Things in a Better Way – applied not only to our products, but to everything
we do.  “We hope to apply that same ethos to how we approach our initial public
offering.”
•The SPO Framework may result in additional costs to us “in connection with this
offering.”

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 September 30, 2021 Page 2
 FirstName LastNameJoseph  Zwillinger
Allbirds, Inc.
September 30, 2021
Page 2
•We are “conducting this offering while following the Sustainability Principles and
Objectives Framework,” taking into consideration positive ESG outcomes, mitigating
negative ESG factors, and being dedicated to meeting a high standard of ESG criteria.
•Just like our values-aligned consumer proposition, we are also excited to help pioneer
a framework “for companies going public” where they share with the market their
performance against a set of environmental, social, and governance, or ESG criteria.
2.Please revise your disclosure throughout the prospectus to make clear that the SPO
Framework consists of ESG criteria that the company seeks to meet and remove any
references which articulate your hopes that other issuers will also use the framework to
assess their performance against the criteria or in connection with a public offering.  For
example, we note the section entitled, “The Sustainability Principles and Objectives
Framework” where on page 149 you state, “That is why we hope to help pioneer a
framework for companies going public where they share with the market their
performance against a set of environmental, social, and governance, or ESG criteria,
which we call the Sustainability Principles and Objectives Framework, or the SPO
Framework,” and on pages 150-152 you characterize the SPO Framework as being
“designed to ensure that an issuer” takes into consideration the ESG criteria and does so
according to a timeline related to the issuer’s IPO.
3.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
Risk Factors Summary, page 12
4.Please remove your discussion of the Sustainability Principles and Objectives Framework
in the first paragraph of this section.  In addition, please remove the following statements
throughout the prospectus, “The SPO Framework is not defined any federal or state statute
or regulation and is not a specific equity offering type under federal or state securities
laws.  The SPO Framework has not been approved by regulators.”
5.Please revise your summary risk factor on page 13 and the risk factor on pages 57-58
entitled, “We are subject to risks related to the Sustainability Principles and Objectives
Framework and associated disclosures….” to clearly articulate the risks related to the SPO
Framework.
The Sustainability Principles and Objectives Framework, page 150
6.We note footnote 4 on page 150, which states that additional information about the SPO
Framework, criteria and Advisory Council can be found at http://spo.bsr.org.  Please
remove reference to this information and the website from your prospectus.  In this regard,
we note that the information provided on the website still refers to a “Sustainable Public

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 September 30, 2021 Page 3
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
September 30, 2021
Page 3
Equity Offering (SPO).”  In addition, please consider whether the information presented
on this website is appropriate given that the SPO Framework is not a type of offering.
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at (202) 551-3345 or Perry Hindin at (202) 551-
3444 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nicole Brookshire

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Nicole Brookshire

T: +1 212 479 6157

nbrookshire@cooley.com

September 27, 2021

Eiko Yaoita Pyles

Andrew Blume

Sherry Haywood

Perry Hindin

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allbirds, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed September 27, 2021

 File No. 333-259188

Ladies and Gentlemen:

On behalf of Allbirds, Inc. (the “Company”), we are providing this letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 23, 2021 with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1, as filed on September 15, 2021. The Company is concurrently filing Amendment No. 2 to Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes that reflect the responses to the Comments as well as certain other updates to the Amended Registration Statement.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of the Company’s responses correspond to the page numbers of the Amended Registration Statement. Capitalized terms used in this

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September 27, 2021

Page 2

letter but not otherwise defined in this letter have the meanings assigned to them in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1

General

1.We are in receipt of your September 15, 2021 response to our comment letter dated September 14, 2021, and we continue to have concerns regarding references to the newly defined term Sustainable Public Equity Offering and the related description of a “framework for issuers in public equity offerings to take into consideration” various ESG matters. While we do not object to disclosure regarding Allbirds’ aspirations to achieve positive ESG outcomes, mitigate negative ESG factors and be dedicated to meeting a high standard of ESG criteria, we have concerns regarding your characterization of this framework as a type of “offering.” Please remove all references in the prospectus to a “Sustainable Public Equity Offering,” “SPO” and the SPO framework and describe your sustainability and/or ESG initiatives in accordance with this comment and without referring to these initiatives as a type of offering. We may have further comment.

Response: The Company respectfully acknowledges the Staff’s comment and concerns around the Company’s use of the term “Sustainable Public Equity Offering” in its prospectus.  The Company does not believe that the use of the term “Sustainable Public Equity Offering” and the description of its ESG initiatives in the prospectus is being used as a means to describe a specific type of “offering”, as the Staff’s comment suggests. Rather, as more fully described below and in the Amended Registration Statement, the term “Sustainable Public Equity Offering” is a specific ESG framework established by the Company and other interested parties to establish rigorous, objective, and clearly defined ESG criteria to help companies meet high ESG standards.

However, in light of the Staff’s concerns regarding the Company’s use of the defined term “Sustainable Public Equity Offering” in the prospectus, the Company is redefining and relabeling the specific ESG framework to be followed by the Company in connection with its initial public offering as the “Sustainability Principles and Objectives Framework,” or “SPO Framework,” and removing any concept of a “Sustainable Public Equity Offering” throughout the Amended Registration Statement.  As disclosed in the Amended Registration Statement, the SPO

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September 27, 2021

Page 3

Framework takes into consideration positive ESG outcomes, mitigates negative ESG factors and is being followed by the Company in order to exhibit the Company’s commitment and dedication in meeting a high standard of ESG criteria.

In response to the Staff’s comment, the Company has removed all references in the prospectus to a “Sustainable Public Equity Offering.” The Company has also removed all disclosures that refer to the Company’s ESG initiatives as an "offering" or "transaction" of any kind. Please refer to the Company’s revised disclosure on pages 11, 13, 57-58, 66, 106, and 149-153 of the Amended Registration Statement.

2.We note your response to prior comment six. Please remove the claim that you are able to reach up to 2.5 billion people globally across 35 countries. We note that there is no basis for the assumption that your distribution infrastructure and sales channels would actually reach the entire estimated populations of the 35 countries in which you currently sell and distribute your products.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 2, 7, 69, 79, 82, 107, 114, 129, 131, and 132 of the Amended Registration Statement.

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September 27, 2021

Page 4

* * *

Please contact me at (212) 479-6157 or Calise Cheng at (650) 843-5172 with any questions or further comments regarding our response to the Staff’s comments.

Sincerely,

/s/ Nicole Brookshire

Nicole Brookshire

cc: Joseph Zwillinger, Co-Chief Executive Officer, Allbirds, Inc.

 Timothy Brown, Co-Chief Executive Officer, Allbirds, Inc.

 Michael Bufano, Chief Financial Officer, Allbirds, Inc.

 Daniel Li, VP, Legal, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Katherine Denby, Cooley LLP

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

United States securities and exchange commission logo
September 23, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 15, 2021
File No. 333-259188
Dear Mr. Zwillinger:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We are in receipt of your September 15, 2021 response to our comment letter dated
September 14, 2021, and we continue to have concerns regarding references to the newly
defined term Sustainable Public Equity Offering and the related description of a
“framework for issuers in public equity offerings to take into consideration” various ESG
matters.  While we do not object to disclosure regarding Allbirds’ aspirations to achieve
positive ESG outcomes, mitigate negative ESG factors and be dedicated to meeting a high
standard of ESG criteria, we have concerns regarding your characterization of this
framework as a type of “offering.”  Please remove all references in the prospectus to a
“Sustainable Public Equity Offering,” “SPO” and the SPO framework and describe your

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 September 23, 2021 Page 2
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
September 23, 2021
Page 2
sustainability and/or ESG initiatives in accordance with this comment and without
referring to these initiatives as a type of offering.  We may have further comment.
2.We note your response to prior comment six. Please remove the claim that you are able to
reach up to 2.5 billion people globally across 35 countries. We note that there is no basis
for the assumption that your distribution infrastructure and sales channels would actually
reach the entire estimated populations of the 35 countries in which you currently sell and
distribute your products.
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at (202) 551-3345 or Perry Hindin at (202) 551-
3444 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nicole Brookshire

CORRESP
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Nicole Brookshire

T: +1 212 479 6157

nbrookshire@cooley.com

September 15, 2021

Eiko Yaoita Pyles

Andrew Blume

Sherry Haywood

Perry Hindin

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allbirds, Inc.

 Registration Statement on Form S-1

 Filed August 31, 2021

 File No. 333-259188

Ladies and Gentlemen:

On behalf of Allbirds, Inc. (the “Company”), we are providing this letter in response to the comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 14, 2021 with respect to the Company’s Registration Statement on Form S-1, as filed on August 31, 2021. The Company is concurrently filing an amended Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes that reflect the responses to the Comments as well as certain other updates to the Amended Registration Statement.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter in italics. Page references in the text of the Company’s responses correspond to the page numbers of the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined in this letter have the meanings assigned to them in the Amended Registration Statement.

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t: (617) 937-2300  f: (617) 937-2400  cooley.com

September 15, 2021

Page 2

Form S-1 filed August 31, 2021

Risk Factors, page 21

1.    Please expand this heading and your statement in the risk factor summary to explain what the Sustainable Public Equity Offering (SPO) designation means, including whether this designation carries any legal meaning. Disclose that this is a brand new framework that was not developed by disinterested third parties but was developed with input from your representatives, that it has not been approved by regulators, and that is not a specific offering type under the federal securities laws. Your risk factor discussion should also include a more fulsome discussion of how the SPO criteria were developed. Also expand your statement in the risk factor summary, your risk factor disclosure, and the Sustainable Public Equity Offering disclosure to explain that:

•your offering is the first ever SPO, so there is no basis for investors and the marketplace to assess its value;

•the SPO may entail additional costs as compared to non-SPO transactions; and

•there is no track record by which investors and the marketplace can assess the impact of the SPO on your operations, financial condition and stock value.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 11, 13, 57, 149 and 150 of the Amended Registration Statement.

2.    We note your reference to the Advisory Council. The description of the Advisory Council and its members does not appear until page 149 of the filing, however. The first time you discuss the Advisory Counsel, please provide a fulsome description. Also disclose the name of your stockholder that is a member of the Advisory Council and their significance to you.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 57, 149, and 153 of the Amended Registration Statement.

Sustainable Public Equity Offering, page 149

3.    Please explain why the SPO framework means that you are conducting a Sustainable Public Equity “Offering.” In this regard, the Issuer Criteria discussed on pages 150-152 appear to focus on the characteristics of the issuer rather than the characteristics of an offering. Discuss how the Offering Process Principles set forth in the four bullet points at the bottom of page 152 provide a sufficient framework for defining a type of “offering.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 149 and 150 of the Amended Registration Statement. The Company advises the Staff that in order for a transaction to qualify as an SPO the issuer must meet certain ESG criteria set forth

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September 15, 2021

Page 3

in the Issuer Criteria and, if such criteria are met, then the issuer’s equity offering is qualified as an SPO insofar as the issuer adheres its offering process to the Offering Process Principles. It is the combination of achievement against both the Issuer Criteria at an institutional level and the Offering Process Principles at the offering level that determines whether an equity offering can be qualified as an “SPO.” The Advisory Council, in establishing the Issuer Criteria, sought to set considerable goalposts beyond the transaction itself to ensure that an SPO designation not only included satisfaction of meaningful ESG criteria that were measured at the time of the IPO, but also would require both advance and ongoing work and investment by the issuer on ESG matters. From there, the Offering Process Principles serve as the bridge for a company with steadfast ESG commitments who is able to meet the Issuer Criteria to seek to enter the public equity markets in a responsible manner.

4.    You disclose that the SPO Issuer Criteria were created in conjunction with, and supported by, an Advisory Council hosted by BSR. Please describe what you mean by “hosted.” Please enhance your disclosure here and in the risk factor on page 56 to provide clearer disclosure of your relationship with BSR, and describe any material agreements or other pecuniary or fiduciary relationships between you and BSR. Finally, throughout the filing, clearly disclose that the Advisory Council is part of BSR and not, for example, an advisory council within Allbirds.

Response: The Company respectfully advises the Staff that there is no fiduciary relationship between the Company and BSR. Additionally, the Company respectfully advises the Staff that the Advisory Council is not a part of BSR or Allbirds. As disclosed on pages 57 and 153 of the Amended Registration Statement, the Company selected BSR, a global non-profit business network focused on sustainability, to coordinate logistics for the Advisory Council, including (1) scheduling and hosting the meetings, (2) leading discussion amongst the Advisory Council, and (3) collecting and synthesizing Advisory Council feedback. The Company entered into an agreement with BSR pursuant to which it paid a nominal fee for BSR’s services. In response to the Staff’s comment, the Company has further revised the disclosure on pages 57 and 153 of the Amended Registration Statement to clarify the Company’s relationship with BSR.

General

5.    With respect to any claims throughout the filing regarding your carbon footprint, please revise to disclose the basis for such claims or remove them from the filing. Examples include:

•the green EVA used in your SweetFoam actually removes 1.2 tonnes of CO2e from the atmosphere per tonne of material produced;

•you have been carbon neutral through the use of offsets since 2019;

•your shoes have a carbon footprint that is 30% less than your estimated carbon footprint for a standard pair of sneakers; and

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t: (617) 937-2300  f: (617) 937-2400  cooley.com

September 15, 2021

Page 4

•in 2020 alone you reduced the weighted average carbon footprint of your top 10 products by 8.5% compared to 2019.

Response: In response to the Staff’s comment, the Company has added disclosure in the section titled “Market, Industry, and Other Data” on page 69 of the Amended Registration Statement describing the methodologies upon which statements about the Company’s carbon footprint, CO2e emissions, carbon neutrality, and comparisons to a standard pair of sneakers are based. The Company has also revised the disclosures on page 141 related to the Company’s carbon footprint. The Company is supplementally providing documentation supporting certain statements about its carbon footprint and greenhouse gas footprint under separate cover.

6.    Please provide a basis for or remove the claim that you are able to reach up to 2.5 billion people globally across 35 countries. Similarly, provide a basis for or remove the reference to “a huge market (+$1 trillion market size),” as stated in point number 2 in the Founders’ letter on page 106. We note that there is no basis for the implication that the entire worldwide +$1 trillion market size for footwear and apparel is applicable to you.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 69 and 106 of the Amended Registration Statement. The sizing of the footwear and apparel market is an estimate of the size of the total market that the Company has the opportunity to address with its products. This information is intended to give investors context on the potential size of the Company’s market opportunity. To address the Staff’s comment, the Company has added a risk factor on page 61 and 62 of the Amended Registration Statement to disclose the risk to investors that the Company does not fully capture this market.

7.    Please remove the following unsupportable statements from the filing:

•the Sustainable Public Equity Offering designation will help to identify “leading” ESG companies as they enter the public equity markets;

•your intention or aim to “reverse climate change”; and

•that you aspire to reward investors with “eye-popping” returns over the long-term.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 30, 106, 136, and 149 of the Amended Registration Statement.

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

September 15, 2021

Page 5

* * *

Please contact me at (212) 479-6157 or Calise Cheng at (650) 843-5172 with any questions or further comments regarding our response to the Staff’s comments.

Sincerely,

/s/ Nicole Brookshire

Nicole Brookshire

cc: Joseph Zwillinger, Co-Chief Executive Officer, Allbirds, Inc.

 Timothy Brown, Co-Chief Executive Officer, Allbirds, Inc.

 Michael Bufano, Chief Financial Officer, Allbirds, Inc.

 Daniel Li, VP, Legal, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Katherine Denby, Cooley LLP

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

United States securities and exchange commission logo
September 14, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Registration Statement on Form S-1
Filed August 31, 2021
File No. 333-259188
Dear Mr. Zwillinger:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 25, 2021 letter.
Form S-1 filed August 31, 2021
Risk Factors, page 21
1.Please expand this heading and your statement in the risk factor summary to explain what
the Sustainable Public Equity Offering (SPO) designation means, including whether this
designation carries any legal meaning.  Disclose that this is a brand new framework that
was not developed by disinterested third parties but was developed with input from your
representatives, that it has not been approved by regulators, and that is not a specific
offering type under the federal securities laws.  Your risk factor discussion should also
include a more fulsome discussion of how the SPO criteria were developed.  Also expand

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 September 14, 2021 Page 2
 FirstName LastNameJoseph  Zwillinger
Allbirds, Inc.
September 14, 2021
Page 2
your statement in the risk factor summary, your risk factor disclosure, and the Sustainable
Public Equity Offering disclosure to explain that:
•your offering is the first ever SPO, so there is no basis for investors and the
marketplace to assess its value;
•the SPO may entail additional costs as compared to non-SPO transactions; and
•there is no track record by which investors and the marketplace can assess the impact
of the SPO on your operations, financial condition and stock value.
2.We note your reference to the Advisory Council. The description of the Advisory Council
and its members does not appear until page 149 of the filing, however. The first time you
discuss the Advisory Counsel, please provide a fulsome description.  Also disclose the
name of your stockholder that is a member of the Advisory Council and their significance
to you.
Sustainable Public Equity Offering, page 149
3.Please explain why the SPO framework means that you are conducting a Sustainable
Public Equity “Offering.”  In this regard, the Issuer Criteria discussed on pages 150-152
appear to focus on the characteristics of the issuer rather than the characteristics of an
offering.  Discuss how the Offering Process Principles set forth in the four bullet points at
the bottom of page 152 provide a sufficient framework for defining a type of “offering.”
4.You disclose that the SPO Issuer Criteria were created in conjunction with, and supported
by, an Advisory Council hosted by BSR. Please describe what you mean by “hosted.”
Please enhance your disclosure here and in the risk factor on page 56 to provide clearer
disclosure of your relationship with BSR, and describe any material agreements or other
pecuniary or fiduciary relationships between you and BSR.  Finally, throughout the filing,
clearly disclose that the Advisory Council is part of BSR and not, for example, an
advisory council within Allbirds.
General
5.With respect to any claims throughout the filing regarding your carbon footprint, please
revise to disclose the basis for such claims or remove them from the filing.  Examples
include:
•the green EVA used in your SweetFoam actually removes 1.2 tonnes of CO 2e from
the atmosphere per tonne of material produced;
•you have been carbon neutral through the use of offsets since 2019;
•your shoes have a carbon footprint that is 30% less than your estimated carbon
footprint for a standard pair of sneakers; and
•in 2020 alone you reduced the weighted average carbon footprint of your top 10
products by 8.5% compared to 2019.
6.Please provide a basis for or remove the claim that you are able to reach up to 2.5 billion
people globally across 35 countries.  Similarly, provide a basis for or remove the reference
to “a huge market (+$1 trillion market size),” as stated in point number 2 in the Founders’

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 September 14, 2021 Page 3
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
September 14, 2021
Page 3
letter on page 106.  We note that there is no basis for the implication that the entire
worldwide +$1 trillion market size for footwear and apparel is applicable to you.
7.Please remove the following unsupportable statements from the filing:
•the Sustainable Public Equity Offering designation will help to identify “leading”
ESG companies as they enter the public equity markets;
•your intention or aim to “reverse climate change”; and
•that you aspire to reward investors with “eye-popping” returns over the long-term.
            You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at 202-551-3254
if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at 202-551-3345 or Perry Hindin at  202-551-3444
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nicole Brookshire

CORRESP
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Nicole Brookshire

T: +1 212 479 6157

  FOIA CONFIDENTIAL TREATMENT REQUEST

nbrookshire@cooley.com

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

September 3, 2021

Eiko Yaoita Pyles

Andrew Blume

Sherry Haywood

Perry Hindin

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allbirds, Inc.

 Registration Statement on Form S-1

 Filed August 31, 2021

 CIK No. 0001653909

Ladies and Gentlemen:

On behalf of Allbirds, Inc. (the “Company”), we are supplementally providing the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with information regarding the proposed price range of the shares of the Company’s Class A common stock to be offered in the proposed initial public offering (“IPO”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-259188), filed with the Commission on August 31, 2021 (the “Registration Statement”). This letter supplements the Company’s response (the “Prior Response”) to comment number 9 received from the Staff by letter dated July 13, 2021, relating to the Company’s draft Registration Statement on Form S-1, as originally confidentially submitted to the Staff on June 16, 2021, and amended on July 23, 2021 and August 11, 2021. The Prior Response set forth a breakdown of all equity awards granted by the Company from January 1, 2020 through June 26, 2021, as well as the fair value of the underlying common stock used to value such awards, as determined by the Company’s board of directors (the “Board”).

Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter (indicated by brackets and yellow highlighting) be maintained in confidence, not be made part of any public record and not be disclosed to any person. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an

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September 3, 2021

Page 2

opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (212) 479-6157 rather than rely on the U.S. mail for such notice.

Preliminary IPO Price Range

The Company supplementally advises the Staff that the Company preliminarily estimates a price range of $[***] to $[***] per share (the “Preliminary Price Range”) for its IPO. The Company does not intend to implement a stock split prior to the IPO.  As is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined by discussions between the Company and the underwriters. The Preliminary Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects and input received from representatives of the lead underwriters. We are providing this information to you supplementally to facilitate your review process.

The Company will include a bona fide price range, which the Company currently expects to be a three-dollar range, in an amendment to the Registration Statement that would be filed shortly before the commencement of the Company’s road show. We are providing this information to you supplementally to facilitate your review process.

Historical Fair Value Determination and Methodology

The Prior Response contains a discussion of the determination of the fair market value per share of the Company’s common stock for financial reporting purposes by the Board for January 1, 2020 through June 26, 2021, a full description of the valuation methods used, including the option pricing model, the income approach, the Public Company Market Multiple Method of the market approach, and the Probability Weighted Expected Return Method, and the other key considerations of the Board.

A summary of stock options granted by the Company since June 26, 2021 and through the Company’s anticipated IPO pricing date in late September 2021 is set forth below:

Grant Date  Number of Shares of Common Stock Underlying Equity Awards Granted  Third-Party Valuation Date  Estimated Fair Value Per Share of Common Stock

July 19, 2021  242,863   June 30, 2021  $ 10.33

August 24, 2021  587,364   July 31, 2021  11.42

The Company advises the Staff that the assumptions used to determine the fair value of the option awards discussed above represent management’s best estimates.  These estimates involve inherent uncertainties and the application of management’s judgment.

The following are the key considerations in determining the value of the Company’s common stock at each grant date or on a retrospective basis as discussed below:

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September 3, 2021

Page 3

Certain information regarding the July 2021 Option Grants

For grants issued in July 2021, the Board determined that the fair value of the Company’s common stock was $10.33 per share based on a valuation of the Company’s common stock performed by the Company and a third-party valuation firm as of June 30, 2021 (the “June 2021 Valuation Report”).  In determining the value of the Company’s total equity, the Company used the income approach and the Public Company Market Multiple Method of the market approach.  The June 2021 Valuation Report utilized the PWERM methodology.  The Company’s net revenue increased approximately 30% in Q2 2021 as compared to Q2 2020; the Company opened two new retail stores in July 2021 and the Company expanded into additional product categories, which was factored into the valuation.  In addition, the Company submitted its confidential registration statement on Form S-1 to the Commission on June 16, 2021.  The Company estimated a 30% probability of an IPO in September 2021, a 35% probability of an IPO in April 2022, and a 35% probability of remaining private.   As a result of the Company’s developments noted above, the Company increased the probability of an IPO from the May 2021 Valuation to the June 2021 Valuation.

Certain information regarding the August 2021 Option Grants

For grants issued in August 2021, the Board determined that the fair value of the Company’s common stock was $11.42 per share based on a valuation of the Company’s common stock performed by the Company and a third-party valuation firm as of July 31, 2021 (the “July 2021 Valuation Report”).  In determining the value of the Company’s total equity, the Company used the income approach and the Public Company Market Multiple Method of the market approach.  The July 2021 Valuation Report utilized PWERM methodology.  The Company continued to progress toward and IPO and submitted its first amendment to registration statement on Form S-1 to the Commission on July 23, 2021.  The Company estimated a 50% probability of an IPO in September 2021, a 30% probability of an IPO in April 2022, and a 20% probability of remaining private.  As a result of the Company’s developments noted above, the Company increased the probability of an IPO from the June 2021 Valuation to the July 2021 Valuation.

Determination of Preliminary Price Range

As noted above, the Preliminary Price Range is currently expected to be $[***] to $[***] per share. As is typical in an IPO, the Preliminary Price Range was not derived using a formal determination of fair value, but rather was determined based on discussions between the Company and the underwriters. In setting the Preliminary Price Range, the following factors were considered:

•the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

•the Company’s financial condition and prospects;

•the estimates of business potential and earnings prospects for the Company and the industry in which it operates; and

•recent performance of IPOs of companies in the Company’s sector.

The Company believes that the difference between the Preliminary Price Range and the per share estimated fair value of its common stock in the June 2021 Valuation Report, the July 2021 Valuation Report, and the per share estimated fair value of the Company’s common stock described in the Prior

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Page 4

Response is the result of the Company’s evaluation of the factors above, as well as the following considerations:

•The Preliminary Price Range assumes a successful IPO in late September 2021 with no weighting placed on any other outcome of the Company, such as a later IPO date or remaining private. Therefore, the Preliminary Price Range effectively weighs a near-term IPO outcome at 100%. In contrast, the June 2021 Valuation Report, the July 2021 Valuation Report and the valuation reports described in the Prior Response weighted different outcomes including (1) a successful IPO in September 2021 at 20% to 50%, (2) a successful IPO in April 2022 at 30% to 35%, and (3) remaining private at 20% to 50%.

•The Preliminary Price Range represents a future price for shares of common stock that, if issued in the IPO, will be immediately freely tradable in a public market, whereas the estimated fair values of the common stock in the June 2021 Valuation Report, the July 2021 Valuation Report and the valuation reports described in the Prior Response appropriately represent contemporaneous estimates of the fair value of shares that were then illiquid and might never become liquid, and as such, were adjusted for a discount due to lack of marketability. The prior valuations applied a discount to the fair value determinations for lack of marketability.

•The Preliminary Price Range took into account recent conditions in the U.S. equity markets, which are continuing to trade at healthy levels and near all-time highs, despite economic challenges associated with the ongoing COVID-19 pandemic among other things. A number of companies the Company considers peer companies have either completed or made public filings for their IPOs, suggesting a potentially favorable market for companies similar to the Company in executing and completing IPOs.

•The successful completion of an IPO would strengthen the Company’s balance sheet, provide access to public equity and debt markets and provide a “currency” of publicly tradable securities to enable the Company to make strategic acquisitions as the Board may deem appropriate, providing enhanced operational flexibility.

Summary

Including the best practices outlined in the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company believes that the fair values determined for the common stock underlying each option grant are appropriate and demonstrate the diligent efforts of the Company’s Board to consider all relevant factors in determining fair value at each valuation date. The Company believes it has fully complied with all applicable rules and regulations for the determination of fair value.

* * *

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Page 5

Please contact me at (212) 479-6157 or Calise Cheng at (650) 843-5172 with any questions or further comments regarding the foregoing.

Sincerely,

/s/ Nicole Brookshire

Nicole Brookshire

cc: Joseph Zwillinger, Co-Chief Executive Officer, Allbirds, Inc.

 Timothy Brown, Co-Chief Executive Officer, Allbirds, Inc.

 Michael Bufano, Chief Financial Officer, Allbirds, Inc.

 Daniel Li, VP, Legal, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Katherine Denby, Cooley LLP

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

CORRESP
1
filename1.htm

Document

Nicole Brookshire

T: +1 212 479 6157

nbrookshire@cooley.com

August 31, 2021

Eiko Yaoita Pyles

Andrew Blume

Sherry Haywood

Perry Hindin

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allbirds, Inc.

 Amendment No. 2

 Draft Registration Statement on Form S-1

 Filed August 11, 2021

 CIK No. 0001653909

Ladies and Gentlemen:

On behalf of Allbirds, Inc. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporate Finance (the “Staff”) by letter dated August 25, 2021 with respect to the Company’s Amendment No. 2 to the Draft Registration Statement on Form S-1 as confidentially submitted to the Staff on August 11, 2021. The Company is concurrently filing a revised Registration Statement on Form S-1 (the “Registration Statement”), which includes changes that reflect the responses to the Comment.

Amendment No. 2 to Draft Registration Statement on Form S-1

General

1.    We note your response to prior comment two. We note that in assessing your public benefit performance for purposes of the annual benefit reports to be distributed to your stockholders, your Board will utilize the Company’s impact score and assessment from B Lab, among other factors. Please file the consent of B Lab to being named in the registration statement.

    Response: The Company respectfully acknowledges the Staff’s comment and has filed the consent of B Lab to being named in the Registration Statement as Exhibit 99.1.

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August 31, 2021

Page 2

* * *

Please contact me at (212) 479-6157 or Calise Cheng at (650) 843-5172 with any questions or further comments regarding our response to the Staff’s comment.

Sincerely,

/s/ Nicole Brookshire

Nicole Brookshire

cc: Joseph Zwillinger, Co-Chief Executive Officer, Allbirds, Inc.

 Timothy Brown, Co-Chief Executive Officer, Allbirds, Inc.

 Michael Bufano, Chief Financial Officer, Allbirds, Inc.

 Daniel Li, VP, Legal, Allbirds, Inc.

 Peter Werner, Cooley LLP

 Calise Cheng, Cooley LLP

 Katherine Denby, Cooley LLP

Cooley LLP   500 Boylston Street   14th Floor   Boston, MA   02116

t: (617) 937-2300  f: (617) 937-2400  cooley.com

United States securities and exchange commission logo
August 25, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Filed August 11, 2021
CIK No. 0001653909
Dear Mr. Zwillinger:
            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. 2 to Draft Registration Statement on Form S-1
General
1.We note your response to prior comment two. We note that in assessing your public
benefit performance for purposes of the annual benefit reports to be distributed to your
stockholders, your Board will utilize the Company’s impact score and assessment from B
Lab, among other factors. Please file the consent of B Lab to being named in the
registration statement.

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 August 25, 2021 Page 2
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
August 25, 2021
Page 2
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at (202) 551-3345 or Perry Hindin at (202) 551-
3444 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Calise Cheng

United States securities and exchange commission logo
August 4, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed July 23, 2021
CIK No. 0001653909
Dear Mr. Zwillinger:
            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. 1 to Draft Registration Statement on Form S-1
Summary Consolidated Financial data, page 18
1.We note your response to prior comment 7.  Please revise your disclosures throughout the
filing to clearly indicate that your preferred stock warrants will be automatically
exchanged for common stock upon the offering.
General
2.We note your response to our prior comment 10. We note the disclosures throughout your
prospectus regarding your company’s election to have its overall public benefit purpose
measured against standards established by B Lab and B Lab’s designation of the company
as a “Certified B Corporation.” Please file the Rule 436 consent of B Lab to being named

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 August 4, 2021 Page 2
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
August 4, 2021
Page 2
in the registration statement and to the references to its designation of the company as a
“Certified B Corporation.”
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at (202) 551-3345 or Perry Hindin at (202) 551-
3444 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Calise Cheng

United States securities and exchange commission logo
July 13, 2021
Joseph Zwillinger
Co-Chief Executive Officer
Allbirds, Inc.
730 Montgomery Street
San Francisco, CA 94111
Re:Allbirds, Inc.
Draft Registration Statement on Form S-1
DRS filed June 16, 2021
File No. 377-0504
Dear Mr. Zwillinger:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Cover Page, page i
1.Please revise the prospectus cover page to disclose that (1) the company elected to be
treated as a public benefit corporation under Delaware law and (2) as a public benefit
corporation, the company's duty to balance a variety of interests may result in actions that
do not maximize shareholder value.
As a public benefit corporation, we may be subject to increased derivative litigation, page 52
2.You disclose that stockholders of a Delaware public benefit corporation may file a
derivative lawsuit.  If true, please also clarify that such derivative actions under Section
367 of the DGCL would be subject to your exclusive forum provision requiring derivative

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 July 13, 2021 Page 2
 FirstName LastNameJoseph  Zwillinger
Allbirds, Inc.
July 13, 2021
Page 2
lawsuits to be heard in the Delaware Chancery Court or, if such court does not have
subject matter jurisdiction thereof, the federal district court of the State of Delaware.
Our amended and restated certificate of incorporation will provide that the Court of Chancery of
the State of Delaware, page 58
3.Please ensure that your disclosure here and on page 165 are consistent with the scope of
your provision. We note your disclosure that your exclusive forum provision will not
apply to suits brought to enforce any duty or liability created by the Exchange Act. Please
ensure that the exclusive forum provision in your amended and restated certificate of
incorporation states this clearly, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Exchange Act.
4.We note that Article XV, Section 49 of your amended and restated bylaws filed as exhibit
3.2 contains an exclusive forum provision that is not consistent with your disclosure or the
provision in Section Thirteenth of your amended and restated certificate of incorporation
filed as exhibit 3.1. Please ensure that your amended and restated
certificate of incorporation and amended and restated bylaws are consistent with your
disclosures with respect to your exclusive forum provisions.
Comparison of December 31, 2019 and December 31, 2020
Income Tax (Provision) Benefit, page 88
5.We note that your effective tax rates for fiscal years 2020 and 2019 were 13.72% and
(33.87%), respectively.  Please expand your disclosure to discuss the significant change
in your effective tax rate between periods.  Further, to the extent your current effective tax
rate is not indicative of future results, revise to discuss the impact any change may have
on your results of operations going forward.
Consolidated Statements of Cash Flows, page F-6
6.Please reconcile for us the security deposit amount presented within within investing
activities for fiscal year 2020 to the change in balance sheet amounts presented in
footnotes 5 and 6.  Also tell us the nature and purpose of the security deposits.
Notes to Consolidated Financial Statements
Note 11. Warrants, page F-19
7.Citing specific authoritative accounting guidance, please tell us how you determined your
preferred stock warrants qualify for liability classification.  Also tell us why, as noted on
page 19, the warrants will be reclassified to equity in connection with the offering.
Note 12. Stock Transactions, page F-21
8.We note that during 2018 you received promissory notes from employees in consideration
for the early exercise of common stock options.  You disclose that the note receivables are

 FirstName LastNameJoseph  Zwillinger
 Comapany NameAllbirds, Inc.
 July 13, 2021 Page 3
 FirstName LastName
Joseph  Zwillinger
Allbirds, Inc.
July 13, 2021
Page 3
not reflected on your balance sheet since the notes are limited recourse.  Citing
authoritative accounting guidance, where applicable, please clarify how you account for
the promissory notes and the related stock options.  Ensure you explain how the notes
impact the accounting and earnings per share treatment for the underlying stock options
and how you accounted for the June 2020 transactions described in this footnote.
Quantify the impacts of these arrangements on your historical financial statements.
Note 13. Stock-based Compensation, page F-21
9.We note your disclosure on page F-22 that certain stock options were repriced during June
2020 to $4.12 and your disclosure on page II-2 that stock options have been exercised at
prices between $0.022 and $8.33 since June 2018.  Please provide us with a summary of
all recent stock-based compensation awards granted, including grant dates and the fair
value of the underlying common stock used to value such awards.  To the extent there
were any significant fluctuations in common stock fair values, describe to us the factors
that contributed to such fluctuations, including any intervening events within the company
or changes in your valuation assumptions or methodology.
General
10.We note the disclosures throughout your prospectus regarding your company’s election to
have its overall public benefit purpose measured against standards established by B Lab
and B Lab’s designation of the company as a “Certified B Corporation.” Please file the
Rule 436 consent of B Lab to being named in the registration statement and to the
references to its designation of the company as a “Certified B Corporation,” or tell us why
the consent of B Lab is not required by Rule 436.
            You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at 202-551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood at 202-551-3345 or Perry Hindin at 202-551-3444 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Calise Cheng