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United States securities and exchange commission logo
May 12, 2021
Randolph Altschuler
Chief Executive Officer
Xometry, Inc.
7529 Standish Place
Suite 200
Derwood, MD 20855
Re: Xometry, Inc.
Draft Registration
Statement on Form S-1
File No. 377-04654
Dear Mr. Altschuler:
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
Our Company, page 1
1. Please update this
section to provide investors with disclosure similar to that contained in
your description of
your business model on page 93 where you state that you "concluded
that we are principal
in the sale of part(s) and assemblies that use our network of third-
party manufacturers . .
..." Please ensure that the disclosure in this section clarifies that
transactions occur
between you and the buyer, as opposed to between the buyer and seller,
and fully explains the
liability and risks that you take on in connection with each order.
2. Please indicate whether
your reference to 43,000 buyers and 5,000 sellers is to unique
buyers and sellers.
Randolph Altschuler
FirstName LastNameRandolph Altschuler
Xometry, Inc.
Comapany
May NameXometry, Inc.
12, 2021
May 12,
Page 2 2021 Page 2
FirstName LastName
3. So that investors can better understand the significance of 40% of
active sellers using
seller services, please disclose the revenue generated by seller
services in 2020.
4. Please disclose the measure by which you are the largest on-demand
manufacturing
marketplace (ex: revenues, number of buyers, etc.).
Our Opportunity, page 3
5. Please provide a basis for your estimated $260 billion market
opportunity.
Use of Proceeds, page 59
6. In this section you disclose that you may use a portion of the
proceeds of this offering to
pay debt, but in the Liquidity and Capital Resources section, you
indicate that you will use
proceeds to repay all or a portion of the amount owed under your
Amended Loan and
Security Agreement. Please revise this section to clarify your intent
to pay all or a portion
of the Amended Loan and Security Agreement with a portion of the
proceeds. See
Instruction No. 4 to Item 504 of Regulation S-K.
Dilution, page 63
7. Please disclose your rationale for not deducting your mezzanine equity
in arriving at your
historical net tangible book value.
Key Factors Affecting Our Performance , page 67
8. We note you discussion of customer acquisition cost and buyer lifetime
value. Please
disclose the expenses included in "sales and marketing spend
attributed to buyer
acquisition" that is used in your calculation of CAC. Please also
disclose how you
calculate LTV, as the current reference to Monte Carlo simulations of
Markov chain
stochastic models is unclear. Please describe the calculations so that
investors understand
the significance of the LTV/CAC ratio you present. Please also
disclose how you
calculated the ratio for the year ended December 31, 2020, and whether
this ratio is
comparable to the ratio for prior years.
9. Please disclose what it means where you provide the number of sellers
that have used your
platform during the last twelve months, as it is unclear what "used"
refers to in this
context. Please also clarify whether you include sellers that are
approved to manufacture
a product as well as sellers that have used your seller services, as
we note your definition
of "seller" on page 1 includes both. If so, please indicate whether a
seller that falls within
both categories is counted twice, and indicate the percentage of
sellers using seller
services that are included in the numbers for December 31, 2019 and
2020. We note in
particular that you launched seller services in 2019 and 2020.
10. Please define the term "active sellers" and explain how it differs
from your use of the term
"sellers."
Randolph Altschuler
Xometry, Inc.
May 12, 2021
Page 3
Certain Relationships and Related Party Transactions, page 121
11. It appears that the table at the top of page 121 relates to the
preferred stock financing
section on the previous page. Please confirm.
Consolidated Financial Statements
(2) Summary of Significant Accounting Policies
(k) Revenue, page F-10
12. We reference that your revenue is diversified, generated from a broad
mix of
manufacturing processes and buyers come from several industries on
page 65. Please
explain to us how you considered the guidance in ASC 606-10-50-5 and
55-89 through
55-91 related to disaggregation of revenues and in ASC 280-10-50-40
related to
information about products and services.
(15) Segments, page F-25
13. We assume, based upon your disclosures, that your U.S. segment met the
criteria in ASC
280-10-50-12 for both 2019 and 2020, but that your Europe segment only
met the criteria
for 2020. Please provide the required segment information for 2019 for
your
U.S. segment. Also, provide the required segment information for 2019
for your Europe
segment or tell us in detail and disclose why it is impractical to
present. Refer to ASC
280-10-50-17.
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.
FirstName LastNameRandolph Altschuler Sincerely,
Comapany NameXometry, Inc.
Division of
Corporation Finance
May 12, 2021 Page 3 Office of Trade
& Services
FirstName LastName