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United States securities and exchange commission logo
September 16, 2021
Matthew Oppenheimer
Chief Executive Officer
Remitly Global, Inc.
1111 Third Avenue, Suite 2100
Seattle, WA 98101
Re: Remitly Global,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 14,
2021
File No. 333-259167
Dear Mr. Oppenheimer:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note your letter
submitted on September 15, 2021 containing an explanation of the
differences between the
fair values of your common stock and the midpoint of the
preliminary price
range. Please address the following for all valuation dates and
scenarios:
Tell us the
enterprise value and how you allocated that enterprise value between
common and
preferred stock;
Tell us the
guideline public companies utilized in the calculation, and discuss in
greater detail how
you determined these were comparable given their financial and
operating
characteristics;
For the additional
guideline public companies included in the July and August 2021
Matthew Oppenheimer
Remitly Global, Inc.
September 16, 2021
Page 2
valuations, tell us why they were not previously included given
their recent initial
public offering, and the similarity in their industry, stage and
size; and
For any secondary transactions involving your capital stock,
tell us:
o The transaction details including the number of shares
sold/repurchased and the
price per share;
o Whether the transaction had an impact on the valuation, and
if so, the level of
weighting into the valuation; and
o If the transaction did not have an impact, the facts and
circumstances that
support the exclusion of the transaction in the valuation.
2. To help us understand the substantial increases in the common stock
fair value and the
enterprise value in 2021, please provide us a timeline that provides
all relevant events
causing increases in your common stock fair value and enterprise value
since and
including your December 22, 2020 valuation through the date of your
response. Ensure
that this timeline:
Identifies and explains, in sufficient detail, all
company-specific (financial and/or
operation related) and market-specific events causing changes in
value;
Identifies and discusses key events associated with your offering
including:
o When your Board of Directors began contemplating this
offering and when it
was authorized;
o When underwriters were engaged;
o All discussions of enterprise value or IPO pricing, even on
an informal or
preliminary basis;
o When financial statements were finalized; and
o When filings were made.
Identifies the dates of each event; and
Quantifies company-specific and market-specific events causing
changes in common
stock fair value and enterprise value, to the extent possible.
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.
FirstName LastNameMatthew Oppenheimer Sincerely,
Comapany NameRemitly Global, Inc.
Division of
Corporation Finance
September 16, 2021 Page 2 Office of Trade &
Services
FirstName LastName