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United States securities and exchange commission logo
October 4, 2021
Crystal Landsem
Chief Financial Officer
Lulu's Fashion Lounge Holdings, Inc.
195 Humboldt Avenue
Chico, CA 95928
Re: Lulu's Fashion
Lounge Holdings, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted September
20, 2021
CIK No. 377-02706
Dear Ms. Landsem:
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. 3 to Draft Registration Statement on Form S-1
Dilution, page 70
1. Please tell us why you
have not included the carrying value of your Series B Preferred
Stock in your
calculation of historical net tangible book deficit. In addition, provide us
with your calculation
of pro forma net tangible book deficit of $80.0 million.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Factors Affecting Our Performance
Customer Acquisition, page 76
2. We note you define
customer acquisition cost, or CAC, "as our brand and performance
marketing expenses,
including agency costs and marketing team costs, attributable to
Crystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
October 4, 2021
Page 2
acquiring new customers ..." Your definition makes explicit reference
to costs included,
please explain whether there are brand and performance marketing
expenses that are
excluded. We note based on information previously disclosed and
provided to the Staff in
the past that you excluded search engine optimization costs and email
marketing costs. To
the extent any brand and performance marketing expenses are excluded
please revise your
disclosure to provide a clear definition about what costs are
excluded. To the extent
excluded costs are material, please explain why you believe it is
appropriate to exclude
such costs.
Notes to Condensed Consolidated Financial Statements
9. Equity-Based Compensation, page F-56
3. We note stock options are subject to accelerated vesting conditions
upon the occurrence of
certain future events, including an IPO. Please tell us whether there
are other grants,
awards, units, etc. that will accelerate upon closing of the IPO. If
material, please revise
the capitalization section to quantify the associated expense that
will be recognized upon
completion of the IPO.
You may contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-3222
with any other
questions.
FirstName LastNameCrystal Landsem Sincerely,
Comapany NameLulu's Fashion Lounge Holdings, Inc.
Division of
Corporation Finance
October 4, 2021 Page 2 Office of Trade
& Services
FirstName LastName