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United States securities and exchange commission logo
March 15, 2021
Jason Gardner
Chief Executive Officer
Marqeta, Inc.
180 Grand Avenue, 6th Floor
Oakland, CA 94612
Re: Marqeta, Inc.
Draft Registration
Statement on Form S-1
Submitted February
16, 2021
CIK No. 0001522540
Dear Mr. Gardner:
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.
DRS on Form S-1 submitted February 16, 2021
Prospectus Summary
Overview, page 1
1. You reference other
businesses here and in a graphic on page 69, including DoorDash,
Instacart, Affirm,
Uber, Expensify, J.P. Morgan and others. Please revise to clarify
whether these
businesses are your customers. To the extent these businesses are your
customers, tell us the
significance of these customers to the company and the criteria used
to select these
customers for use in your prospectus.
2. Please disclose the
dollar-based net retention rate for the year ended December 31, 2019.
Also, please disclose
the change in net loss to provide balanced disclosure to the year-
Jason Gardner
FirstName LastNameJason Gardner
Marqeta, Inc.
Comapany
March NameMarqeta, Inc.
15, 2021
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over-year growth discussion.
Emerging Growth Company, page 10
3. You disclose that you are an emerging growth company and describe
certain exemptions
from various public reporting requirements that EGCs may utilize.
Please revise to clarify
which of these exemptions you will utilize.
Risk Factors
Our amended and restated bylaws will designate..., page 53
4. You disclose here that the U.S. District Court for the District of
Delaware shall be the sole
and exclusive forum for resolving claims arising under the Securities
Act and note
potential enforceability concerns with this provision. Please revise
to clarify that the
potential enforceability concerns arise from the fact that Section 22
of the Securities
Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations
thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Metric and Non-GAAP Financial Measures, page 72
5. We note on page 74, and elsewhere, when discussing your components of
results of
operations, you disclose that increases in revenues and associated
costs are a result of
changes in various transaction based metrics, such as transaction
volume on your
platform, total transaction volume, gross transaction volume,
customers' transaction
volume or card transaction value. We also note your disclosure on page
6 that you have
"processed approximately 1.6 billion transactions on our Platform." In
order to provide
adequate context for an investor to understand the metrics presented,
please revise to:
define these terms and discuss how each are calculated (i.e.,
based on dollar value or
number of transactions);
clarify how these metrics relate to each other; and
ensure that your use of the metrics is consistently presented
throughout the filing.
For further guidance refer to SEC Release No. 33-10751.
6. Besides Total Processing Volume, please describe for us the other
metrics you use to
monitor and manage your platform business. Furthermore, if other
"transaction volume"
metrics are used by management to manage the business, and promote an
understanding
of the company s operating performance, they should be identified as
key performance
indicators and discussed pursuant to Item 303(a) of Regulation S-K and
Section III.B.1 of
SEC Release No. 33-8350. Please tell us your consideration of
disclosing metrics, or
other key performance indicators used.
Jason Gardner
FirstName LastNameJason Gardner
Marqeta, Inc.
Comapany
March NameMarqeta, Inc.
15, 2021
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7. Please accompany your presentations of Adjusted EBITDA margin with an
equally
prominent presentation of a comparable ratio calculated using GAAP
amounts. Refer to
Item 10(e)1(i)(A) of Regulation S-K and footnote 27 of non-GAAP
adopting Release No.
33-8176.
Components of Results of Operations, page 74
8. In regard to your interchange fees, please disclose whether there have
been changes in the
variables used to calculate the fee, either in the percentage used or
fixed amount
applied. Furthermore, please disclose and quantify the average
interchange fee applied on
card transactions you process for your customers for the period(s)
presented.
Results of Operations, page 76
9. Once comparative periods are presented, please revise to separately
quantify each
significant factor contributing to the change for each of the line
items discussed within the
results of operations section. In regard to revenues, for example,
please clarify the amount
of revenues generated from interchange fees versus processing and
other fees
and identify the factors that drove growth in interchange fees and
processing and other
fees and provide corresponding quantification of each factor or
offset. Refer to Item
303(a)(3)(iii) of Regulation S-K.
10. Furthermore, we note that you generate a substantial percentage of
your revenues from
Square, Inc., and Instacart. For each period presented, please
disclose the number of
transactions processed and the average interchange fee applied for
both Square Inc. and
Instacart, or any other significant customer.
11. In regard to your revenue share payments, please clarify and quantify
the amount of
the revenue share that was netted against platform service revenues
for the period(s)
presented.
12. In regard to Cost of Revenues, please identify, discuss and quantify
costs related to card
networks, issuing banks, and card fulfillment. For instance, when
discussing card network
costs, please quantify any changes in the "specified percentages of
the gross transaction
processing volume or in fixed amounts per transaction routed through
the respective card
network."
Critical Accounting Policies and Estimates
Share-Based Compensation, page 86
13. We note you utilized the market and income approaches to arrive at
fair value of your
common stock. Please discuss how you weighted each approach used in
your valuation
and what factors you considered in determining these weightings.
Please also include a
statement in your filing regarding your common stock valuation that
clarifies that once the
company becomes public, these estimates will not be necessary since
the fair value will be
the trading value.
Jason Gardner
FirstName LastNameJason Gardner
Marqeta, Inc.
Comapany
March NameMarqeta, Inc.
15, 2021
March4 15, 2021 Page 4
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FirstName LastName
Business
Our Relationships with Issuing Banks and Card Networks, page 104
14. You disclose that one Issuing Bank, Sutton Bank, settled approximately
97% and 96% of
your total processing volume for the fiscal years ended December 31,
2019 and 2020,
respectively. Please revise here or elsewhere to describe the material
terms of your
material agreements with Sutton Bank. Additionally, please file any
material agreements
with Sutton Bank as exhibits. See Item 601(b)(10)(ii)(B) of Regulation
S-K.
15. You disclose that your business relies on your relationships with Card
Networks, and note
that Card Networks include Visa, Mastercard and Discover Network.
Please revise here
or elsewhere to summarize the material terms of your material
agreements with any Card
Network with whom you have a material relationship.
Our Customers, page 104
16. We note that Square and Instacart accounted for a significant
percentage of your revenue
for the fiscal years ended December 31, 2019 and 2020. We also note
that you describe
some of the terms of your agreements with these customers in a risk
factor on page 23.
Please summarize the material terms of your agreements with Square and
Instacart.
17. We also note that your growth strategy calls for the onboarding of new
customers. In
order to provide context to this disclosure, please disclose your
total number of customers
for each period provided in your financial statements.
Certain Relationships and Related Party Transactions, page 128
18. Please file the investor rights agreement as an exhibit.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
19. Please tell us your consideration of separately disclosing the total
cumulative effect of the
adoption of ASC 606 on your retained earnings as of the initial date
of adoption. Refer
to ASC 250-10-50-1.
20. Please disclose the general or standard term (i.e., contractual
length) of your platform
services contracts and renewal terms. Also, clarify the typical length
of the contract with
card network processors and card-issuing financial institutions.
21. We note you have determined that your transaction-based revenue
represents a single
performance obligation, which include a number of services you have
identified in these
arrangements. Accordingly, please provide us your analysis regarding
how you
determined that all services in these arrangements should be combined.
Reference ASC
606-10-25-19 through 22.
22. Your disclosure indicates that the interchange fees collected are
recognized as revenue on
Jason Gardner
FirstName LastNameJason Gardner
Marqeta, Inc.
Comapany
March NameMarqeta, Inc.
15, 2021
March5 15, 2021 Page 5
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FirstName LastName
a gross basis as the company is the principal and primarily
responsible for the delivery of
the services to customers. Please describe the services provided by
each party involved in
the payment processing transaction and tell us how you determined you
control each
service before it is transferred to the customer. Please also address
your disclosure on
page 27 that you rely on third parties with whom you have contractual
relationships that
you do not control. Reference ASC 606-10-55-36 through 40.
23. We note that you generate revenue from revenue sharing arrangements in
which you do
not receive a distinct good or service, but use to incentivize
customers. Please provide
more detailed disclosures of the terms of these arrangements,
including the revenue
sharing rates and specified volume tiers for transaction volumes.
Note 9. Redeemable Convertible Preferred Stock, page F-24
24. Please disclose how you determined the initial carrying values of your
Redeemable
Convertible Preferred Stock and explain the reasons why it is not
probable that the
instruments will become redeemable, making subsequent adjustments to
the amount
presented in temporary equity unnecessary. See SAB Topic 3.C and
paragraph 24 of ASC
480-10-S99-3A.
Note 11. Stock Incentive Plan, page F-27
25. We note that that the fair value of your common stock is a key input
to the determination
of the fair value of your stock options. Please disclose the fair
value of your common
stock used in the determination of the fair value of your stock
options for the period(s)
presented.
26. Please provide us with a breakdown of all stock-based compensation
awards granted in
fiscal 2020, and through the date of your response, including the fair
value of the
underlying stock used to value such awards. To the extent there was
any significant
fluctuations in the fair values, please describe for us the factors
that contributed to such
fluctuations, including any intervening events within the company or
changes in your
valuation assumptions or methodology.
Note 17. Subsequent Events, page F-35
27. We note certain economic interest holders acquired outstanding common
stock from
current or former employees for a purchase price greater than the
company s estimated
fair value at the time of the transactions. Please explain to us why
the purchasers were
willing to pay a price in excess of fair value. Tell us if the
purchasers had reasonable
knowledge of the relevant facts concerning the company's operations
and financial
condition. Also, tell us why you do not consider the values
established in these
transactions to be fair value.
28. Regarding your stock based compensation that is subject to both
service and liquidity
vesting conditions, with a view towards footnote and MD&A disclosure
please tell us if
Jason Gardner
Marqeta, Inc.
March 15, 2021
Page 6
the vesting conditions will be met upon your IPO. If so, disclose the
amount of
compensation that will be recorded.
29. Disclose the fair value of the warrant issued to a customer to purchase
up to 750,000
shares of the company s common stock.
General
30. 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.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameJason Gardner
Division of
Corporation Finance
Comapany NameMarqeta, Inc.
Office of
Technology
March 15, 2021 Page 6
cc: Mitzi Chang, Esq.
FirstName LastName