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United States securities and exchange commission logo
November 4, 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. 3 to
Registration Statement on Form S-4
Filed October 29,
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
October 8, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 136
1. We note your revised
presentation reflects stock-based compensation expense for the
Liquidity Condition
1 RSUs that will not vest as a result of the Two-Step Merger but for
which management
intends to ask the board of directors to waive the liquidity condition.
Please address the
following:
Tell us the basis
for including a pro forma adjustment for these awards in the
Transaction
Accounting adjustments related to the merger. In this regard, to the
extent you
determine it is probable these awards will vest such that a pro forma
adjustment may be
necessary, this event would be a separate transaction from the
Adam Rothstein
890 5th Avenue Partners, Inc.
November 4, 2021
Page 2
merger and should be reflected as such in the pro forma
financials. Refer to Article
11-01(a)(8). Alternatively, if vesting is not probable, revise to
include a discussion of
the additional compensation expense related to these awards in
the pro forma
footnotes only.
Clarify whether the $22.0 million of compensation expense
related to the 1 RSUs has
been adjusted for the intended modification of these awards and
if so, tell us what
impact such modification had on the related compensation expense.
In this regard, it
appears that the current pro forma adjustment related to the 8.1
million awards
increased only slightly from $21.4 million as previously
disclosed. Refer to ASC
718-20-35-2A.
2. Please revise to reflect pro forma adjustment (EE) related to the
9,164,000 RSUs that will
vest upon completion of the Merger in the December 31, 2020 pro forma
income
statement to assume such adjustments were made as of the beginning of
the fiscal year
presented. Refer to Article 11-02(a)(6)(ii) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
BuzzFeed
Executive Overview, page 175
3. In response to prior comment 1 you explain that the nature of views
may differ
substantially between platforms, which would appear to imply that the
nature of the Time
Spent may differ among platforms. Please revise to provide a breakdown
of the amount
or percentage of Time Spent on your owned and operated sites versus
other third-party
platforms. In this regard, such information would provide context to
your discussion
of the percentage change in impressions on your owned and operated
sites, which you
currently attribute to the change in an aggregated measure of Time
Spent, as well as to
your risk factor disclosure indicating a majority of your traffic
engages with content
through third-party platforms and if such platform providers deny
access to your content
your operations could be negatively impacted.
Results of Operations, page 176
4. You attribute the increase in revenue, in part, to the increase in the
number of direct sold
and programmatic impressions on your owned and operated properties.
Please tell us
what impact impressions from other third-party platforms had on revenue
and to the extent
material, revise to include a quantified discussion of such impact. If
you continue to refer
FirstName LastNameAdam Rothstein
to only the increase in impressions on your owned and operated
properties, revise to
Comapany Name890
disclose 5th Avenue
the percentage Partners,
change Inc.Spent on your owned and
operated properties for a
in Time
balanced
November comparison.
4, 2021 Page 2
FirstName LastName
Adam Rothstein
FirstName LastNameAdam Rothstein
890 5th Avenue Partners, Inc.
Comapany 4,
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2021 5th Avenue Partners, Inc.
November
Page 3 4, 2021 Page 3
FirstName LastName
Business of New BuzzFeed
Our Brands, page 181
5. You disclose that you have 24 million Gen Z and Millennial unique
visitors across your
owned and operated properties, Apple News, and YouTube, each month.
Please revise to
disclose what period that number relates to and include such measure
for each period
presented.
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,
Division of
Corporation Finance
Office of
Technology
cc: Jason Sanderson