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United States securities and exchange commission logo
July 9, 2021
Matthew Oppenheimer
Chief Executive Officer
Remitly Global, Inc.
1111 Third Avenue, Suite 2100
Seattle, WA 98101
Re: Remitly Global,
Inc.
Draft Registration
Statement on Form S-1
Submitted June 9,
2021
CIK No. 0001782170
Dear Mr. Oppenheimer:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Glossary of Terms Used in this Prospectus, page ii
1. Elaborate upon your
definition of "corridor" to explain why multiple remittance networks
are established between
send and receive countries, with a view to putting your references
to "1,700 corridors
worldwide" and "corridor-specific targets" in context.
Global Network - Conveniently Putting Money Safely in the Hands of Your
Family, Wherever
They Live, page 3
2. We note your disclosure
that your customers primarily send money from the United
States, Canada, United
Kingdom, other countries in Europe, and Australia and that your
largest receive
countries include India, the Philippines, and Mexico. Please revise to
Matthew Oppenheimer
Remitly Global, Inc.
July 9, 2021
Page 2
clarify your largest send country and quantify its revenue
contribution. In this regard,
we note from Note 16 on page F-33 that the United States appears to be
your primary
revenue generating geographic location.
We Benefit from a Powerful Flywheel, page 7
3. Provide support for your statements about the "$702 billion in total
migrant remittance
inflow volume in 2020" and the "$540 billion core serviceable
available market of
remittance [that] flows to low- and middle- income countries."
4. In an appropriate place in your registration statement, disclose the
underlying calculations
that support your five-year LTV/CAC ratio of over 5x.
5. The depiction of cohort revenues in your chart on page 8 makes it
difficult to discern
whether revenues have declined or remained steady or both from
year-to-year. Revise to
clarify the chart or provide narrative disclosure that explains these
trends.
Expand into new countries and partner networks, page 9
6. We note your disclosure that you plan to increase your reach to more
than 4,500 corridors
in the "coming years." To the extent possible, please revise to
clarify the time range
applicable to this expansion plan.
We transfer large sums of customer funds daily..., page 22
7. Please revise to disclose the extent of your historical losses as a
result of the risks you
discuss here, with a view to putting this risk in context.
If we do not or cannot maintain the compatibility of our platform..., page 30
8. You mention the importance of strategic partners, particularly your
financial institution
partners, here. In an appropriate place in your Business discussion,
please elaborate upon
the role of these strategic partners, the material terms of any
agreements you have with
them and the extent to which your operations may be dependent on any
of them.
A substantial amount of our revenue is derived from remittances to India, the
Philippines and
Mexico, page 42
9. Please revise to quantify the percentage of revenue derived for each
geographic location
so investors can appreciate the discussed risk.
Use of Proceeds,
FirstName page 62
LastNameMatthew Oppenheimer
Comapany
10. NameRemitly
Please Global,
revise the third Inc. to more specifically identify and
quantify the principal
paragraph
July 9, intended
2021 Pageuses
2 of the net proceeds. Refer to Item 504 of Regulation S-K.
FirstName LastName
Matthew Oppenheimer
FirstName LastNameMatthew Oppenheimer
Remitly Global, Inc.
Comapany
July 9, 2021NameRemitly Global, Inc.
July 9,3 2021 Page 3
Page
FirstName LastName
Digital Banking Services, page 100
11. To the extent available, please revise to quantify the number of
customers who have set up
Passbook accounts. In doing do, elaborate upon how this particular
service has the
potential to enhance your existing services or increase revenues by
"promoting financial
access."
Remitly for Developers, page 102
12. Please revise to discuss this service in greater detail. For instance,
please explain in
greater detail how a business customer would use Remitly for
Developers in the cross-
border context. Explain any potential revenue generation from this
service and how this
service fits into your overall business model.
Principal Stockholders, page 147
13. Please revise to provide the required information as of the most
recent practicable date.
Refer to Item 403 of Regulation S-K.
14. Please refer to footnote (10). Please revise to disclose the natural
person or persons who
have voting or investment power with respect to the common stock
listed in the table.
Choice of Forum, page 154
15. We note that your disclosure on page 57 states that "neither the
exclusive forum provision
nor the Federal Forum Provision applies to suits brought to enforce
any duty or liability
created by the Exchange Act." We also note your disclosure in this
section states that "the
Federal Forum Provision will, to the fullest extent permitted by law,
apply to suits brought
to enforce any duty or liability created by the Exchange Act." Please
reconcile and
revise as applicable.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
16. Please present proceeds from and payments of borrowings on a gross
basis. Refer to ASC
230-10-45-7 and 45-9.
2. Summary of Significant Accounting Policies
Disbursement Prefunding, page F-11
17. Please tell us who the disbursement partners are, how the disbursement
prefunding amounts are held (e.g., bank account) and the related
terms. Also, explain why
these amounts do not qualify for treatment as cash and cash
equivalents. Finally, tell us
why the related cash flows are appropriately classified as operating
activities, rather than
as investing activities. Refer to ASC 230-10-20, ASC 230-10-45-5 and
230-10-50-1.
Matthew Oppenheimer
FirstName LastNameMatthew Oppenheimer
Remitly Global, Inc.
Comapany
July 9, 2021NameRemitly Global, Inc.
July 9,4 2021 Page 4
Page
FirstName LastName
Customer Support and Operations
Technology and Development, page F-15
18. Please disclose in detail the types of activities included in the
customer support and
operations and technology and development line items. In addition,
please tell us whether
any costs other than research and development costs are included in
technology and
development expenses. If so, also tell us how you considered
presenting research and
development costs separately pursuant to ASC 730-10-50-1.
General and Administrative, page F-15
19. Please tell us why you do not appear to allocate any depreciation
and/or amortization
expenses to transaction expenses, customer support and operations,
and/or technology and
development expenses, when presumably some of the underlying assets
are used in these
respective functions. In addition, please tell us how you considered
the guidance in SAB
Topic 11:B in your income statement presentation.
10. Stock-Based Compensation, page F-26
20. With regards to your 2019 Tender Offer, you disclose that the amounts
paid in excess of
the fair value of the common shares repurchased, totaling $4.0
million, were recorded as
stock-based compensation expense for the year ended December 31, 2019.
Please tell us
how this was reflected in the tabular disclosure on page F-28, which
only shows $3.7
million of stock-based compensation expense included in the statements
of operations and
does not appear to be related to the 2019 Tender Offer. Also, tell us
why the disclosures
in various line items on pages 78 and 79 related to changes in
stock-based compensation
between periods appear to contradict this tabular disclosure.
General
21. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications. Please contact the staff member associated with the
review of this filing
to discuss how to submit the materials, if any, to us for our review.
Matthew Oppenheimer
FirstName LastNameMatthew Oppenheimer
Remitly Global, Inc.
Comapany
July 9, 2021NameRemitly Global, Inc.
July 9,5 2021 Page 5
Page
FirstName LastName
You may contact Stephen Kim at 202-551-3291 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services