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United States securities and exchange commission logo
May 13, 2021
Eido Gal
Chief Executive Officer
Riskified Ltd.
220 5th Avenue, 2nd Floor
New York, NY 10001
Re: Riskified Ltd.
Draft Registration
Statement on Form F-1
Submitted April 16,
2021
CIK No. 0001851112
Dear Mr. Gal:
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 F-1 Submitted April 16, 2021
Summary, page 5
1. We note the various
claims that you make about your business, the business of your
competitors, and other
general statements. For example, we note your claims that you
"provide superior
consumer experiences" and that your platform is "fast, accurate,
scalable, and cost
effective." With respect to your competitors, we note your claims that
other platforms are
"frequently slow, inaccurate, expensive, and inflexible," that they
"produce the wrong
decision," and "produce poor shopping experiences, and their
outdated infrastructure
cannot adapt to fast-changing consumer preferences and fraud
techniques."
Additionally, we note a number of generalized statements in the Industry
Trends & Market
Opportunity section, starting on page 7, regarding the behaviors of
Eido Gal
FirstName LastNameEido Gal
Riskified Ltd.
Comapany
May NameRiskified Ltd.
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merchants and consumers, including specific statements such as
"[o]nline merchants with
more than $75 million in annual online sales make up 85% of eCommerce
sales made
directly from the retailer s website or mobile app." Please provide
supplemental support
for your claims or revise to characterize such statements as your
beliefs.
2. We note that you do business with numerous companies, including Wish,
Macy s,
Wayfair, StockX, Gymshark, Booking.com, Foot Locker, Prada, Dyson,
Revolve, and
FinishLine. We also note that your five largest merchants accounted
for 46% of your
revenues in 2020. Please disclose here, and elsewhere as appropriate,
the companies with
which you currently have agreements, and file such agreements as
material contracts or
tell us why you do not believe that you are required to do so. Refer
to Item 8.a of Form F-
1 and Item 601(b)(10) of Regulation S-K.
3. We note that you engage with various parties for hosting and software
services, as well as
third-party providers of cloud-based infrastructure, or public cloud
providers, such as
Amazon Web Services. To the extent you have material contracts with
such parties,
please file the agreements as exhibits. Refer to Item 8.a of Form F-1
and Item 601(b)(10)
of Regulation S-K.
4. We note your statement that you "excel in supporting
'super-enterprises,' which we define
as merchants processing over $1 billion of GMV annually." Please
revise to explain the
aspects of your business that allow you to excel in supporting such
"super-enterprises."
The Riskified Platform, page 11
5. We note your statement that "[o]n average, our ten largest merchants
that provided data to
us of their pre-Riskified performance by Billings experienced an 8%
increase in revenue
after integrating with our platform. On average, those same merchants
experienced a 39%
decrease in fraud-related operating costs and chargeback expenses, net
of our fees." We
note that this data was based on an analysis conducted from November
1, 2020 to January
31, 2021. Please revise to include the prior period that you used as a
basis of comparison
for such changes. To the extent that any increase in revenue, due to
the seasonal nature of
your business or increase in online purchases due to COVID may have
impacted these
results, please revise to state as much.
Business Model, page 13
6. We note your statement that "[w]e charge our merchants a percentage of
every dollar that
we approve, so our incentive is to approve as many orders as we safely
can on the
merchant s behalf." We also note your statement on page 13 that
"[t]he fee we charge our
merchants ... is expressed as a percentage of the GMV that we approve"
and your
statement on page 78 that "[f]or the majority of our revenue,
merchants pay us a fee for
every sales order that we approve and guarantee on their behalf."
Please revise to clarify
whether you generate fees based on a percentage of every dollar
approved or the number
of transactions you approve, or a combination of the two.
Eido Gal
Riskified Ltd.
May 13, 2021
Page 3
Capitalization, page 67
7. Your description of the pro forma information does not appear to
include the fourth
tranche of the Series E convertible preferred shares financing that
was scheduled to close
during April 2021. If the fourth tranche closed as scheduled or is
expected to close before
the completion of the offering, please reflect this in the pro forma
column, or explain to us
why this is not appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenue, page 82
8. We note that you attribute your 30% increase in revenue in the year
ended December 31,
2020 to the 60% increase in total GMV. We also note that GMV includes
the dollar value
of orders not approved and for which the company does not receive
revenue. Please break
out GMV for orders that are approved versus those that are not
approved, so that investors
may understand how much of that GMV contributed to revenue.
Alternatively, tell us
why you believe this information is not material to investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 91
9. It appears from information elsewhere in the filing that
indemnification guarantees and
provision for chargebacks are material to your results. You state here
that your estimation
process for indemnification guarantees could materially impact the
timing of your revenue
recognition. You further state that refinement in your estimates for
provision for
chargebacks could materially impact your cost of revenue and the
estimate may change in
the near term, the effect of which could be material. Please revise
your discussion to
include insight into the quality, sensitivity and variability
regarding the material factors,
assumptions, judgments and uncertainties with each that have
materially affected or may
materially affect your results. To the extent material and reasonably
available, provide
quantitative information, with a sensitivity analysis of how your
results may differ under
different factors, assumptions and judgments you considered. Refer to
Item 5.E of Form
20-F as directed to by Form F-1 and Section V. Critical Accounting
Estimates in
Interpretation: Commission Guidance Regarding Management's
Discussion and Analysis
of Financial Condition and Results of Operations in Release No.
33-8350 for guidance.
The Riskified
FirstName Value Proposition,
LastNameEido Gal page 110
Comapany
10. NameRiskified
Please Ltd.whether this chart represents actual
proportional results that you
revise to clarify
May 13,have
2021achieved
Page 3 for your merchant customers, or explain otherwise.
FirstName LastName
Eido Gal
FirstName LastNameEido Gal
Riskified Ltd.
Comapany
May NameRiskified Ltd.
13, 2021
May 13,
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Government Regulation, page 117
11. Please include a description of the material effects of government
regulations on your
business, including identifying the relevant regulatory body. Refer to
Item 4.B.8 of Form
20-F.
Exclusive Forum, page 152
12. We note that your risk factors include a description of the exclusive
forum provision to be
included in your amended and restated articles of association. While
your risk factor on
page 58 addresses how claims will be treated under the Securities Act
and Exchange
Act, your disclosure in the "Description of Share Capital and Articles
of Association"
section is silent with respect to claims that may be brought under the
Exchange Act.
Please revise the "Description of Share Capital and Articles of
Association" section to
include a description of any claims that may be brought under the
Exchange Act.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
13. In step 1, "Identification of the contract, or contracts, with the
merchant" on page F-14,
please tell us if there is a length of time that contracts are
typically in effect.
14. In step 5, "Recognition of the revenue when, or as, a performance
obligation is satisfied"
on page F-15, please explain to us the "variable consideration
allocation exception"
referred to for SaaS arrangements. Additionally, explain to us if
revenue generated by
SaaS arrangements is in addition to or encompassed in revenue
generated by reviewing
and approving transactions for legitimacy and from the issuance of
indemnification
guarantees disclosed in the first paragraph under "Revenue
Recognition," and how they
differ or are the same.
3. Revenue Recognition
Disaggregation of Revenue, page F-20
15. Please tell us your consideration of disclosing disaggregated revenues
by the products
listed on page 100 pursuant to ASC 280-10-50-40.
10. Income Taxes, page F-31
16. Your effective tax rate reconciliation shows a significant fluctuation
in the line item
foreign rate differential from 2019 to 2020. Please explain to
us the reason for the
fluctuation and your consideration of disclosing the nature and effect
of this reconciling
item pursuant to ASC 740-10-50-14.
Eido Gal
FirstName LastNameEido Gal
Riskified Ltd.
Comapany
May NameRiskified Ltd.
13, 2021
May 13,
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You may contact Keira Nakada at (202) 551-3659 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Jacqueline Kaufman at (202) 551-3797
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Marc D. Jaffe