United States securities and exchange commission logo
September 16, 2021
Vladimir Tenev
Chief Executive Officer
Robinhood Markets, Inc.
85 Willow Road
Menlo Park, CA 94025
Re: Robinhood Markets,
Inc.
Amendment No. 1 to
Registration
Statement on Form S-1
File No. 333-258474
Filed September 1,
2021
Dear Mr. Tenev:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1. Please revise the
beginning of your summary disclosure to separately describe the increase
in revenues attributed
to PFOF and transaction rebates, and to explain the substantial
growth in transaction
rebates from cryptocurrency trading and its increasing importance to
Robinhood. Please make
corresponding revisions in your risk factor and MD&A
disclosure as
appropriate. Please also disclose here the regulatory uncertainty surrounding
cryptocurrencies and
digital assets, the likelihood of additional regulatory and legislative
action in this regard,
and the related risks to Robinhood s business and financial condition,
and the impact of those
risks to investors.
Vladimir Tenev
Robinhood Markets, Inc.
September 16, 2021
Page 2
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.
Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217
or Sandra
Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with any questions you
may have.
Sincerely,
FirstName LastNameVladimir Tenev
Division of
Corporation Finance
Comapany NameRobinhood Markets, Inc.
Office of Finance
September 16, 2021 Page 2
cc: D. Scott Bennett
FirstName LastName