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United States securities and exchange commission logo
September 3, 2021
Alex K. Grab
General Counsel
Brilliant Earth Group, Inc.
300 Grant Avenue, Third Floor
San Francisco, CA 94108
Re: Brilliant Earth
Group, Inc.
Registration
Statement on Form S-1
Filed August 30,
2021
File No. 333-259164
Dear Mr. Grab:
We have reviewed your 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.
Registration Statement on Form S-1 filed August 30, 2021
Non-GAAP Financial Measures, page 110
1. Please revise to more
clearly explain how the Free cash flow and Free cash flow
conversion non-GAAP
measures are useful to investors and to clarify that they
are liquidity rather
than operating performance measures. When revising, please ensure
that any description
pertaining to usefulness does not imply that the measures
represent the residual
cash flow available for discretionary purposes. Lastly, considering
your discussion of Key
Metrics on page 109, to avoid investor confusion please refrain
from using the term
"metrics" interchangeably with "non-GAAP financial measures".
Executive Compensation Arrangements, page 158
2. We note that you
deleted the disclosure about new employment agreements. Please file as
Alex K. Grab
Brilliant Earth Group, Inc.
September 3, 2021
Page 2
exhibits the current arrangements with your executive officers, such
as the offer letters
referenced here.
The Transactions, page 167
3. We note your added disclosure here and throughout regarding intended
purchases from
the Continuing Equity Owners. Please revise to identify each owner and
the amount they
will receive.
Brilliant Earth LLC
Note 9. Subsequent Events, page F-48
4. We note your disclosures relating to the August 26, 2021 complaint
against the company.
To help an investor better understand the company's exposure, please
revise to disclose, if
currently known, the amount of damages, injunctive relief and
attorney's fees and costs
sought by the plaintiff.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Effie Simpson at 202-551-3346 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at 202-551-3641 or Jay Ingram at 202-551-3397 with any
other questions.
FirstName LastNameAlex K. Grab Sincerely,
Comapany NameBrilliant Earth Group, Inc.
Division of
Corporation Finance
September 3, 2021 Page 2 Office of
Manufacturing
FirstName LastName