United States securities and exchange commission logo
November 24, 2020
Manish Chandra
Chief Executive Officer
Poshmark, Inc.
203 Redwood Shores Parkway, 8th Floor
Redwood City, California 94065
Re: Poshmark, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted November
10, 2020
CIK No. 0001825480
Dear Mr. Chandra:
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, submitted
November 10, 2020
Risk Factors
Risks Related to Our Business
"We rely on AWS to host our mobile app . . .", page 23
1. We note your response
to comment 5, including that "[w]hile transitioning the cloud
infrastructure
currently hosted by AWS to alternative providers could potentially be
disruptive and the
Company may incur significant costs for a short period, it would not
cause substantial harm
to the Company s business, financial condition, or results of
operations over the
longer term." To provide context for investors regarding the
importance of your
agreement with AWS to your business, please amend your risk factor
disclosure to describe
the consequences to you, including significant short-term costs or
Manish Chandra
Poshmark, Inc.
November 24, 2020
Page 2
disruptions, if you were required to transition to another service
provider.
Risks Related to Ownership of Our Class A Common Stock and this Offering
"Our amended and restated bylaws to be effective . . .", page 43
2. We note your response to comment 10, but it was not completely
responsive to our
comment. Please confirm that your amended and restated bylaws will
state the extent to
which the exclusive forum provision applies to Securities Act and
Exchange Act claims,
or tell us how you will inform future investors of the provision s
applicability to these
types of claims. As a related matter, we note your disclosure on page
128 that "the United
States District Court for the Northern District of California shall be
the sole and exclusive
forum for resolving any complaint asserting a cause of action arising
under the Securities
Act." Please amend your risk factor disclosure to include a
description of this federal
exclusive forum provision, including any risks related to the
enforceability of the
provision.
Key Factors Affecting Our Performance
Growth and Retention of User Cohorts, page 63
3. We note your response to comment 14, and your amended disclosure that
"[you] combine
the 2011-2015 cohorts for ease of presentation and because each annual
cohort included in
this category exhibits consistent retention above 100% every year."
First, please briefly
explain how you calculate "retention" for each cohort, including how
the retention rate for
any cohort can be above 100%. Further, while the retention rate of
each cohort may be
related to each cohort's GMV, your cohort presentation presents GMV
for each
cohort rather than retention rate. Therefore, it appears that the data
presented for the
2011-2015 Cohort is not comparable to the other cohorts. Please
dis-aggregate the data
for your 2011-2015 cohorts or remove this data from your graphic.
Alternatively, please
amend your disclosure to describe how the GMV presented for the
2011-2015 cohort is
comparable to the other cohorts presented.
Components of Results of Operations, page 67
4. We note your response to comment 16. You state that shipping costs
included in
operations and support are substantially incurred for order losses and
cancellations.
Please explain why you incur shipping costs for order losses and
cancellations.
FirstName LastNameManish Chandra
5. We note from your website that you may offer free shipping from time to
time on Posh
Comapany NamePoshmark,
Authenticate. Please Inc.
tell us how you classify these and other similar
free shipping costs
you may offer.
November 24, 2020 Page 2
FirstName LastName
Manish Chandra
FirstName
Poshmark, LastNameManish Chandra
Inc.
Comapany 24,
November NamePoshmark,
2020 Inc.
November
Page 3 24, 2020 Page 3
FirstName LastName
Critical Accounting Policies and Estimates
Stock-Based Compensation
Common Stock Valuation, page 77
6. We have reviewed your response to comment 18. Please revise your
critical accounting
policies section of MD&A to explain in further detail how you
determined the discount
for lack of marketability applied in valuing your stock-based
compensation grants for
periods prior to your public offering. Also, please revise to disclose
the amounts of the
discounts for lack of marketability that were used in valuing
stock-based compensation
grants during each period presented in your financial statements.
Business
Meet Our Community, page 92
7. We note that you have included stories about sellers in your filing.
Please revise your
filing to disclose whether these seller stories were solicited. Also,
please advise whether
the sellers you have identified have consented to their stories being
disclosed in your
filing.
You may contact Linda Cvrkel at (202) 551-3813 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-3264
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Anthony J. McCusker