View:
United States securities and exchange commission logo
September 8, 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. 2 to
Draft Registration Statement on Form S-1
Submitted August
11, 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. 2 to Draft Registration Statement on Form S-1
Prospectus Cover Page, page i
1. Please revise your
prospectus cover page to disclose that your officers, directors, and
certain principal
stockholders will be able to control the management and affairs of your
company and most
matters requiring stockholder approval following the offering,
including their
aggregate voting power. As a related matter, please tell us whether you
will be deemed a
"controlled company" as defined by the market on which you intend to
list your common stock.
If applicable, please disclose on the prospectus cover page and in
the prospectus summary
that you are a controlled company, and include a risk factor that
discusses the effect,
risks and uncertainties of being designated a controlled company.
Prospectus Summary, page 1
Crystal Landsem
FirstName LastNameCrystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
Comapany 8,
September NameLulu's
2021 Fashion Lounge Holdings, Inc.
September
Page 2 8, 2021 Page 2
FirstName LastName
2. Here and elsewhere as appropriate, please revise to provide
comparative data for prior
comparable periods to add context to the current disclosure, or tell
us why this disclosure
in unnecessary. In this regard, we note the lack of comparative
information for Active
Customers, Active Customer spend, assumed average wallet, social media
followers,
CSAT scores, number of products released, percentage of reorder
products sold without
discounting, and percentage of units sold that were Lulus branded
products.
Risk Factors
Our amended and restated certificate of incorporation will designate the Court
of Chancery of the
State of Delaware . . ., page 55
3. We note your disclosure under the Choice of Forum section states
that the choice of
forum of the Court of Chancery of the State of Delaware will not
apply to suits brought
to enforce a duty or liability created by the Securities Act or the
Exchange Act or any
other claim for which the federal courts have exclusive jurisdiction
and that that the
exclusive forum provision does not apply to suits brought to enforce
any duty or liability
created by the Exchange Act. We also note your risk factor does not
mention a subject
matter carve-out for Exchange Act claims and merely says the
federal district courts of
the United States will be the exclusive forum for the resolution of
any complaint asserting
a cause of action arising under the Securities Act. The disclosure
in these sections
appears to be inconsistent; please revise accordingly.
Use of Proceeds, page 66
4. Please revise this section to provide the approximate amount of
proceeds to be used for
each identified purpose. In addition, we note your statement that you
will have broad
discretion over the use of proceeds that are not used to repay
indebtedness and redeem
preferred stock; you may reserve the right to change the proceeds as
long as "such
reservation is due to certain contingencies that are discussed
specifically and the
alternatives to such use in that event are indicated." Please revise
accordingly; if you have
no current plan for a significant portion of the proceeds, please so
state and discuss the
principal reasons for the offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Overview, page 72
5. We note you disclose [b]etween fiscal years 2016 and 2019, we grew
our net revenue by
179%. Similar to your disclosure on page 76, please revise your
disclosure to include all
historical periods.
Comparisons for the Years Ended December 29, 20019 and January 3, 2021 - Net
Revenue, page
79
Crystal Landsem
Lulu's Fashion Lounge Holdings, Inc.
September 8, 2021
Page 3
6. We note your reference to "units per transaction and improvements
in this metric as a
contributing factor to changes in net revenue year over year. Please
provide a clear
definition of this metric and how it is calculated.
Experts, page 149
7. Please explain to us why you removed the disclosure regarding the
auditor independence
matter. We note the matter involved the fiscal year ending December
29, 2019, which the
auditor s report continues to cover.
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
September 8, 2021 Page 3 Office of Trade &
Services
FirstName LastName