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United States securities and exchange commission logo
May 28, 2021
Randolph Altschuler
Chief Executive Officer
Xometry, Inc.
7529 Standish Place
Suite 200
Derwood, MD 20855
Re: Xometry, Inc.
Amendment 1 to
Draft Registration Statement on Form S-1
File No. 377-04654
Filed May 18, 2021
Dear Mr. Altschuler:
We have reviewed your amended 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.
Amendment 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your revised
disclosure in response to our prior comment one. Please revise to
state in plain language
that you act as the seller to the buyer and agree to pricing in
advance of sourcing the
order from a manufacturer and bear the risk that a buyer is not
satisfied or that the
manufacturer may charge you more than anticipated to manufacturer
the order.
Randolph Altschuler
FirstName LastNameRandolph Altschuler
Xometry, Inc.
Comapany
May NameXometry, Inc.
28, 2021
May 28,
Page 2 2021 Page 2
FirstName LastName
Capitalization, page 61
2. As discussed on page 59, please revise the pro forma as adjusted
section to reflect that a
portion of the offering proceeds will be used to repay debt.
Key Factors Affecting Our Performance, page 68
3. We note your revised disclosure in response to our prior comment
eight. However, the
method used to calculate LTV continues to be unclear. Given that you
are looking at the
return in value over the lifetime of a customer, as opposed to a set
period of time, please
disclose the inherent risks in such predictions. Please also disclose
the length of time it
takes to recover the initial CAC for a group of new buyers during a
defined time period,
so that investors can balance this with your projected LTV
calculations. Please disclose
both the initial recoupment cost time period and the LTV/CAC ratio for
cohorts in your
prior financial periods so that investors can understand the
significance of your disclosure
that your LTV/CAC ratio for 12/31/2020 is 6.1x. Please provide similar
comparable
disclosure in your graphics which include the LTV/CAC ratio.
Business, page 104
4. We note that you amended this section to include quotes from several
of your buyers and
sellers. Please tell us whether the quoted persons and companies
consented to their quotes
being used in this filing.
Principal Stockholders, page 140
5. Please disclose the natural person or persons who directly or
indirectly exercise sole or
shared voting or investment control over the shares held by the
entities listed in the chart
on page 140. See Item 403 of Regulation S-K.
You may contact Scott Stringer at 202-551-3272 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Charlie Guidry at 202-551-3621 or Erin Jaskot at 202-551-3442 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services