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United States securities and exchange commission logo
December 10, 2020
Max Levchin
Chief Executive Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, CA 94108
Re: Affirm Holdings,
Inc.
Registration
Statement on Form S-1
Filed November 18,
2020
File No. 333-250184
Dear Mr. Levchin:
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.
Registration Statement on Form S-1 filed November 18, 2020
Summary Consolidated Financial and Other Data
Key Operating Metrics and Non-GAAP Financial Measures
Contribution Profit, page 22
1. We note you have
reconciled the non-GAAP measure "Contribution Profit" to net loss.
Please reconcile this
measure to the most directly comparable GAAP measure, gross
margin, as calculated
on a GAAP basis. Further, as you have presented Contribution
Profit as a Percent of
GMV, please also present GAAP-based Gross Margin as a Percent
of GMV. Please refer to
Item 10(e)(1)(i)(A) of Regulation S-K.
2. We note from your
response and revised disclosure that you have excluded amounts
related to the
purchase, investment, and sale of loans. While it may be important to
Max Levchin
FirstName LastNameMax Levchin
Affirm Holdings, Inc.
Comapany10,
December NameAffirm
2020 Holdings, Inc.
December
Page 2 10, 2020 Page 2
FirstName LastName
discuss the impact timing differences related to the recognition and
amortization of the
discount on purchased loans has on Contribution Profit, it is unclear
that your current
presentation is compliant with Item 10(e) of Regulation S-K in that it
appears that the
exclusion of this activity creates an individually tailored pattern of
recognition and
measurement. Refer to Question 100.04 of the Compliance and Disclosure
Interpretation
on Non-GAAP Measures.
Risk Factors
Risks Related to Our Business and Industry
A large percentage of our revenue is concentrated . . ., page 26
3. We note your disclosure on page 26 that "an anticipated material
modification in the
merchant agreement with a significant merchant partner could affect
the results of our
operations, financial condition, and future prospects." Please
elaborate on what is meant
by the term "anticipated" and clarify whether you expect any material
modifications to
your significant merchant agreements to occur.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operation, page 97
4. We note your revised disclosures in response to our prior comment 7
and re-issue our
comment in part. Please expand your discussion of your results of
operations for the
periods presented to provide greater analysis to the reasons why
increases in merchant
network revenue occurred.
Material Agreements
Shopify, page 121
5. You disclose that you pay Shopify a fee for each sale processed
through your platform.
Please explain to us how you account for these fees and your
consideration of ASC 606-
10-32-25 in your treatment.
Description of Capital Stock
Certificate of Incorporation and Bylaws
Choice of Forum, page 185
6. We note your amended disclosures in response to comment 10, and that
you have filed
your Form of Amended and Restated Bylaws as Exhibit 3.4. In this
regard, we note that
your risk factor disclosure on page 64 and the exclusive forum
provision contained in
Article IX of your Form of Amended and Restated Bylaws state that the
federal district
courts of the United States of America will be the exclusive forum for
resolving any
complaint asserting a cause of action arising under the Securities Act
of 1933. However,
your exclusive forum disclosure in your Description of Capital Stock
section does not
include language to that effect. Please revise your disclosure to
reconcile this
inconsistency.
Max Levchin
Affirm Holdings, Inc.
December 10, 2020
Page 3
General
7. We note your revised disclosures in response to our prior comment 15, and
re-issue our
comment in part. Please disclose the source of your assertion that "[a]
lack of
transparency by traditional financial and payments institutions, ranging
from hidden
penalties, hard to understand 'fine print,' and unwanted bundling of
products, has led to an
erosion of trust and a poor consumer experience. These views are
particularly acute for the
over 160 million Gen Z and Millennials in the U.S., who prefer to build
trusted
relationships with the brands with whom they engage and from whom they
buy products
and services." Alternatively, please revise to describe this assertion as
your belief, if true.
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 Amy Geddes at (202) 551-3304 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Lamparski at (202) 551-4695 or Mara Ransom at (202) 551-3264
with any
other questions.
Sincerely,
FirstName LastNameMax Levchin
Division of
Corporation Finance
Comapany NameAffirm Holdings, Inc.
Office of Trade &
Services
December 10, 2020 Page 3
cc: Gregg A. Noel
FirstName LastName