United States securities and exchange commission logo
October 26, 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.
Registration
Statement on Form S-1
Filed October 12,
2021
File No. 333-260194
Dear Ms. Landsem:
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.
Form S-1 filed October 12, 2021
Prospectus Summary
Recent Developments, page 11
1. Please delete as
inappropriate your reference to the estimated preliminary results differing
"materially" from your
actual results.
Dilution, page 74
2. We note your response
to comment 1. Please tell us why you have not excluded the
carrying value of your
tradename in your calculation of historical and pro forma net
tangible book deficit.
Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany
October 26,NameLulu's
2021 Fashion Lounge Holdings, Inc.
October
Page 2 26, 2021 Page 2
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services