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United States securities and exchange commission logo
September 21, 2021
Adam Rothstein
Executive Chairman
890 5th Avenue Partners, Inc.
14 Elm Place, Suite 206
Rye, NY 10580
Re: 890 5th Avenue
Partners, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 8,
2021
File No. 333-258343
Dear Mr. Rothstein:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September 8,
2021
Questions and Answers about the Business Combination and the Special
Meeting
What happens if a substantial number of the public stockholders..., page
xx
1. We note your response
to prior comment 3. Please revise your disclosure to explain that
non-redeeming
shareholders may suffer additional dilution in connection with the
business combination as
a result of securities that are not impacted by the volume of
redemptions. Also
address the cumulative amount of dilution investors could suffer if they
decide not to redeem
and the impact of each significant component of that dilution.
Adam Rothstein
FirstName LastNameAdam Rothstein
890 5th Avenue Partners, Inc.
Comapany 21,
September Name890
2021 5th Avenue Partners, Inc.
September
Page 2 21, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of 890
Contractual Obligations, page 173
2. We note your response to prior comment 4. Please revise your
disclosure to explain that
the per-share impact of the underwriting fee will increase for each
non-redeeming
shareholder.
Executive Summary, page 189
3. We note your revised disclosures in response to prior comment 17.
Please clarify whether
Time Spent includes time spent on your other third-party platforms. In
this regard, on
page 45 you refer to several other third-party platforms that you
depend on to provide
access to your content. If the other platforms are not included in
this measure, revise to
explain what this measure does not include and why as well as the
impact that has on the
usefulness of the measure. Refer to SEC Release No. 33-10751.
4. In your response to comment 18 you state that you use Time Spent as
the primary measure
to monitor traffic and the overall level of engagement with your
content. You also
disclose on page 48 that your financial performance is significantly
determined by the
success in increasing traffic and the overall level of engagement with
your content. Please
explain further how Time Spent monitors traffic or revise to include a
metric that
measures traffic, such as the number of users or visitors. In this
regard, while Time Spent
may indicate level of engagement, it is unclear how this measure
provides insight into the
traffic of your users or visitors.
Results of Operations
Comparison of results for the three and six months ended June 30, 2021 and 2020
Revenue, page 192
5. In your response to prior comment 19, you indicate that you primarily
consider total
impressions sold by platform, pricing by platform and product mix to
understand changes
in audience monetization, but you do not evaluate such measures on an
aggregate basis
and therefore did not quantify the changes. Since you do evaluate
impressions sold and
pricing by platform, please revise to quantify the change, or the
percent change, in these
measures by platform to provide a better understanding and clearer
evaluation of the
underlying factors that impacted your results. Further, regarding
"product mix", please
revise to further explain what this means in regards to its impact on
revenue for these
periods. Refer to SEC Release No. 33-10751.
6. Where a material change is attributed to two or more factors,
including any offsetting
factors, the contribution of each identified factor should be
described in quantified terms.
In this regard, you indicate that the increase in advertising revenue
during the period
ended June 30, 2021 was due to both higher pricing and the increase in
the number of
direct sold and programmatic impressions. Similarly, you refer to an
increase in revenue
during fiscal 2020 due to an increase in ad impressions sold, which
was offset by a
Adam Rothstein
890 5th Avenue Partners, Inc.
September 21, 2021
Page 3
decrease in pricing. Please revise your disclosures regarding changes in
both revenue and
expenses as necessary. Refer to Item 303 of Regulation S-K and Section
III.D of SEC
Release No. 33-6835.
BuzzFeed, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 12 Stockholders' Equity, page F-54
7. We note your revised disclosure in response to prior comment 21. Please
further revise to
include the amount of compensation expense that will be recognized upon
the occurrence
of the Two-Step Merger. Also, revise pro forma note (EE) to disclose the
amount of
unrecognized compensation expense related to the 8.1 million RSUs whose
liquidity
condition will not be satisfied by the Two-Step Merger.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564
or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at
(202) 551-3815 with
any other questions.
Sincerely,
FirstName LastNameAdam Rothstein
Division of
Corporation Finance
Comapany Name890 5th Avenue Partners, Inc.
Office of Technology
September 21, 2021 Page 3
cc: Jason Sanderson
FirstName LastName