United States securities and exchange commission logo
December 7, 2023
Alexander Gersh
Chief Financial Officer
Paysafe Limited
2 Gresham Street
London, United Kingdom EC2V 7AD
Re: Paysafe Limited
Form 20-F for the
Fiscal Year Ended December 31, 2022
Form 6-K filed
November 14, 2023
File No. 001-40302
Dear Alexander Gersh:
We have reviewed your
filings and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Financial Statements
Consolidated Statements of Comprehensive Loss, page F-5
1. Please disclose the
earnings per share information for each period presented on the face of
your statements of
comprehensive loss. Refer to ASC 260-10-45-2.
Consolidated Statements of Cash Flows, page F-10
2. Please tell us and
disclose whether funds payable and amounts due to customers are
amounts that must be
refunded to the customer or remitted to a third party. Also, tell us
how you determined an
increase in funds payable and amounts due to customers is an
operating cash inflow,
rather than a financing cash inflow that is more akin to a
borrowing. In addition,
tell us how you determined a decrease in funds payable and
amounts due to
customers is an operating cash outflow, rather than a financing cash
outflow. Refer to ASCs
230-10-45-16(a), 230-10-45-17(f), 230-10-45-14(b) and 230-10-
45-15(b).
Alexander Gersh
FirstName LastNameAlexander Gersh
Paysafe Limited
Comapany7,
December NamePaysafe
2023 Limited
December
Page 2 7, 2023 Page 2
FirstName LastName
3. Please tell us and disclose in greater detail the nature and types of
amounts included in
customer accounts and other restricted cash, net. Quantify the
different types of amounts.
Also, tell us how you determined you have control over the amounts
included in customer
accounts and other restricted cash, net, including whether you (a)
have the ability to direct
how and when the funds would be used, (b) have physical possession of
the funds and/or
(c) hold the funds in a bank account in your name and you can transact
in this account at
any time. Refer to ASCs 230-10-50-7 and 230-10-45-4, Rule 5-02(1) of
Regulation S-X
and BC9 in ASU 2016-18.
Form 6-K filed November 14, 2023
Exhibit 99.1
Third Quarter of 2023 Summary of Consolidated Results, page 2
4. Please present GAAP net (loss) income margin, since Adjusted EBITDA
margin is
presented. Refer to Regulation G and footnote 27 to SEC Release No.
33-8176.
Non-GAAP Financial Measures
Reconciliation of Operating Cash Flow to Non-GAAP Free Cash Flow, page 11
5. Please tell us and disclose your basis for adjusting for cash paid for
interest and movement
in customer accounts and other restricted cash in arriving at free
cash flow. Retitle your
free cash flow and free cash flow conversion measures to reflect that
they have additional
adjustments not commonly included in arriving at free cash flow. Tell
us and disclose
your reconciliation from the movement in customer accounts and other
restricted
cash adjustment to corresponding amounts presented in the statements
of cash
flows. Present your operating cash flow to net (loss) income ratio,
since free cash flow
conversion is presented. Refer to Regulation G and footnote 27 to SEC
Release No. 33-
8176.
Reconciliation of GAAP Net (Loss) / Income to Adjusted Net Income, page 12
6. Please tell us and disclose for each period presented the nature and
amount of each
discrete tax item. Also, tell us and disclose your basis for adjusting
for each discrete
tax item in arriving at adjusted net income. Refer to Regulation G.
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.
Alexander Gersh
Paysafe Limited
December 7, 2023
Page 3
Please contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if you
have questions.
FirstName LastNameAlexander Gersh Sincerely,
Comapany NamePaysafe Limited
Division of
Corporation Finance
December 7, 2023 Page 3 Office of Trade &
Services
FirstName LastName