United States securities and exchange commission logo





                              June 2, 2023

       Nathan Gooden
       Chief Financial Officer
       Squarespace, Inc.
       225 Varick Street, 12th Floor
       New York, New York 10014

                                                        Re: Squarespace, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Form 10-Q for the
Fiscal Quarter Ended March 31, 2023
                                                            Form 8-K filed May
9, 2023
                                                            File No. 001-40393

       Dear Nathan Gooden:

              We have reviewed your filings 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 these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Critical Accounting Policies and Estimates, page 50

   1.                                                   We note during the
quarter ended December 31, 2022 you reassessed your reporting unit
                                                        determination and
recognized an impairment charge of $225 million. Please expand your
                                                        disclosure of critical
accounting policies and estimates to address changes in estimates and
                                                        judgements made in
accordance with Item 303 of Regulation S-K. Specifically,
                                                        regarding goodwill
impairment testing please disclose:
                                                            the new reporting
units and describe how goodwill was apportioned to each reporting
                                                             unit;
                                                            how goodwill was
tested, including whether you performed a qualitative and / or
                                                             quantitative test;
                                                            the specific
factors and assumptions used to estimate the fair value of the reporting
                                                             unit(s);
 Nathan Gooden
FirstName  LastNameNathan Gooden
Squarespace, Inc.
Comapany
June 2, 2023NameSquarespace, Inc.
June 2,
Page 2 2023 Page 2
FirstName LastName
               how changes in these assumptions may impact impairment; and
               the percentage by which the estimated fair value of your
reporting unit(s) exceeded
             the carrying value and whether goodwill is at risk of impairment.
         Provide us with your proposed future disclosure.

Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Operating Segments and Reporting Units, page 63

2.       We note your disclosure on page 63 states, "During the quarter ended
December 31, 2022,
         the Company revised its operating segments to reflect changes in the
way the CODM
         manages and evaluates the business. As of December 31, 2022, the
Company   s business
         operates in two operating segments which are aggregated into one
reportable
         segment." Tell us and disclose the two operating segments that were
aggregated. Tell us
         why you believe aggregation is appropriate. Your response should
address all factors
         noted in ASC 280-10-50-11, including economic and gross margin
considerations.
13. Commitments and Contingencies, page 86

3.       On page 46 you state your principal commitments consist of payments
for our Credit
         Facility, operating leases and purchase commitments related to
cloud-computing services.
         However, purchase commitments related to cloud-computing services are
not disclosed in
         your financial statements. Please disclose your material unconditional
purchase
         obligations in accordance with ASC 440-10-50-4.
Form 10-Q for the Fiscal Quarter Ended March 31, 2023

Notes to Consolidated Financial Statements
9. Income Taxes, page 17

4.       We note that by analogizing to International Accounting Standards 20,
Accounting for
         Government Grants and Disclosure of Government Assistance, you
recognized Ireland-
         related research and development tax credits of $276 as a reduction to
research and
         product development expense. Tell us how you consider US GAAP
accounting literature,
         including ASC 450, when evaluating the accounting for this
transaction.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of operations
Comparison of the Three Months Ended March 31, 2023 and 2022, page 28

5.       We note your results of operations discussion does not quantify the
underlying factors that
         drove fluctuations between periods. Please revise in future filings to
describe the
         underlying reasons for material changes in both quantitative and
qualitative terms in
         accordance with Item 303 of Regulation S-K. This detailed quantitative
analysis should be
 Nathan Gooden
FirstName  LastNameNathan Gooden
Squarespace, Inc.
Comapany
June 2, 2023NameSquarespace, Inc.
June 2,
Page 3 2023 Page 3
FirstName LastName
         provided for all material line items discussed in results of
operations, including; presence
         revenue, commerce revenue, cost of revenue, gross profit, research and
product
         development expense, marketing and sales expense, and general and
administrative
         expense. Provide us with your proposed future disclosure.
Benefit from/(provision for) income taxes, page 30

6.       We note that your income tax benefit for the three months ended March
31, 2023 is over
         106% of your loss before income taxes. However, your disclosure is not
specific and does
         not provide readers with an understanding for the material change to
your effective tax
         rate. Please enhance your disclosure to explain the underlying reasons
for the material
         change to your effective tax rate in both quantitative and qualitative
terms. Also, update
         your critical accounting policy and estimates to describe any new
estimates or judgements
         made when determining your effective tax rate. We refer to guidance in
Item 303 of
         Regulation S-K. Provide us with your proposed disclosure.
Liquidity and Capital Resources, page 32

7.       We note your discussion of cash flows from operating activities,
investing activities and
         financing activities restates line items from the cash flow statement
but does not provide
         an analysis as required by Item 303 of Regulation S-K. Please revise
in future filings to
         provide an analysis of your cash flows including describing the
underlying reasons for
         material changes in quantitative and qualitative terms. Provide us
with your proposed
         future disclosure.
Form 8-K filed May 9, 2023

Exhibit 99.1, page 1

8.       You present in the third line of your heading unlevered free cash flow
margin, a non-
         GAAP measure, but do not present the equivalent GAAP measure. Please
present with
         equal or greater prominence, the most directly comparable financial
measure calculated
         and presented in accordance with GAAP. Also, reconcile unlevered free
cash flow margin
         to the most directly comparable financial measure calculated and
presented in accordance
         with GAAP. Refer to Item 100(a)(1) and (2) of 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.

        You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371
or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions.
 Nathan Gooden
Squarespace, Inc.
June 2, 2023
Page 4

FirstName LastNameNathan Gooden   Sincerely,
Comapany NameSquarespace, Inc.
                                  Division of Corporation Finance
June 2, 2023 Page 4               Office of Technology
FirstName LastName