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United States securities and exchange commission logo
July 19, 2021
Spenser Skates
Chief Executive Officer
Amplitude, Inc.
631 Howard Street, 5th Floor
San Francisco, CA 94105
Re: Amplitude, Inc.
Draft Registration
Statement on Form S-1
Submitted June 21,
2021
CIK No. 0001866692
Dear Mr. Skates:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 21, 2021
Prospectus Summary
Overview, page 1
1. Please revise here, and
throughout the filing as necessary, to include your business
operating and financial
measures for each period presented. For example, disclose the
dollar-based net
retention rate for all paying customers and customers with greater than
$100,000 in ARR and the
related customer count as of December 31, 2019. Also, disclose
the percentage of ARR
from customers with greater than $100,000 in ARR for each
period presented to add
context to the related measures you provide.
2. Please disclose the
source of your statement that U.S. adults spend eight hours per day on
Spenser Skates
Amplitude, Inc.
July 19, 2021
Page 2
digital activities.
The Amplitude Digital Optimization System, page 8
3. Please disclose the basis for your statement that you provide the
market leading product
analytics solution and clarify the criteria on which you based this
statement, such as
revenue or number of customers or market share.
What Sets Us Apart, page 10
4. Please clarify whether Shopify, Instacart and Peloton are current
customers and whether
they represent a material portion of your revenue.
Summary Consolidated Financial and Operating Information, page 16
5. Please revise your pro forma net loss per share calculations to
include an adjustment to the
numerator for the amount of share-based compensation expense
attributable to RSUs for
which the time-based vesting condition will be satisfied as of June
30, 2021 and the
performance condition will be satisfied upon the effectiveness of the
registration
statement. Refer to Rule 11-01(a)(8) of Regulation S-X.
Non-GAAP Financial Measures, page 18
6. When presenting non-GAAP financial measures, please ensure that such
disclosure is
accompanied by the corresponding GAAP measure with equal or greater
prominence. For
example you disclose Non-GAAP Gross Margin, Non-GAAP Loss from
Operations, Non-
GAAP Loss from Operations Margin, and Free Cash Flow Margin here but
do not provide
the corresponding GAAP measure. Also, you disclose free cash flow on
pages 4 and 65
without providing the corresponding GAAP measure. Further, your
disclosure of non-
GAAP financial measures in MD&A precedes your discussion of GAAP
results. Please
revise disclosure throughout the registration statement. Refer to Item
10(e)(1)(i) of
Regulation S-K and Question 102.10 of the Non-GAAP Compliance and
Disclosure
Interpretations.
We could suffer disruptions, outages, defects, and other performance and
quality problems...,
page 27
7. Please briefly describe the material terms of your agreement with
Amazon Web Services
including the term and any material termination provisions.
Sales effortsLastNameSpenser
FirstName to larger organizations
Skatesinvolve risks..., page 31
Comapany
8. PleaseNameAmplitude, Inc. to enterprise customers and disclose the
average length of
define your reference
July 19,your
2021 sales
Pagecycle
2 to large enterprises as compared to your other
customers.
FirstName LastName
Spenser Skates
FirstName
Amplitude,LastNameSpenser Skates
Inc.
Comapany
July NameAmplitude, Inc.
19, 2021
July 19,
Page 3 2021 Page 3
FirstName LastName
We derive, and expect to continue for some time to derive..., page 33
9. Please disclose the percentage of your revenue that is derived from
your Amplitude
Analytics product for the periods presented.
We are subject to government regulation..., page 37
10. Please briefly describe the incidents in which persons from U.S.
sanctioned countries or
regions have accessed your platform.
Management's Discussion and Analysis for Financial Conditions and Results of
Operations
Key Business Metrics, page 67
11. In several risk factors you disclose the importance of converting
customers on free-tier,
self-service option to paid subscriptions, including disclosure on
page 31 that to the extent
free-tier customers do not become paying subscribers your business and
ability to grow
revenue would be harmed. Please tell us the number of non-paying
customers for the
periods presented and disclose any metrics you use in monitoring your
ability to convert
such customers to paying customers. Refer to Item 303(a) of Regulation
S-K and Section
I of SEC Release 33-10751.
Non-GAAP Financial Measures
Non-GAAP Gross Margin and Non-GAAP Operating Margin, page 69
12. You state that you exclude amortization of intangible assets related
to business
combinations because such expenses have no direct correlation to the
operation of your
business. Please revise to clarify that while you exclude such
expenses from certain non-
GAAP measures, the revenue from the acquired companies is reflected in
this measure
and the acquired assets contribute to revenue generation.
Critical Accounting Policies and Estimates
Stock-Based Compensation Expense, page 83
13. You describe objective and subjective factors considered in
determining the fair value of
common stock. Please revise to briefly describe the methods that
management used to
determine the underlying common stock valuations. Refer to Item
303(a)(3)(ii) of
Regulation S-K and Section V of SEC Release No. 33-8350.
Executive Compensation, page 121
14. Please file the offer letter with Mr. Liu as an exhibit to your
registration statement. Refer
to Item 601(b)(10)(iii)(A) of Regulation S-K.
Sale Price History of Our Common Stock, page 151
15. Please revise to disclose that during 2019 and 2020 you facilitated
secondary transactions
with select executives in which common stock was sold above fair
value.
Spenser Skates
Amplitude, Inc.
July 19, 2021
Page 4
Consolidated Financial Statements
Note 1. Summary of Business and Significant Accounting Policies
Cash, Cash Equivalents, and Restricted Cash, page F-13
16. Please provide us with a breakdown of the highly liquid investments
included in cash and
cash equivalents at December 31, 2020.
Note 5. Stockholder's Deficit and Equity Incentive Plans
Restricted Stock Units, page F-25
17. Please revise to describe the liquidity event(s) that will satisfy the
performance vesting
condition for your restricted stock units.
Note 11. Subsequent Events, page F-30
18. Please disclose any stock-based issuances subsequent to the most
recent balance sheet
date and the expected financial statement impact, if material. Refer
to ASC 855-10-50-2.
As part of your response, provide us with a breakdown of all
share-based compensation
awards granted during fiscal 2020 and to date in fiscal 2021 and
include the fair value of
the underlying common stock used to value such awards. In addition,
provide us with a
breakdown of all private transactions during the same periods and
include the sales price
and fair value of common stock for each sale. Also, explain further
how the secondary
common stock transactions and preferred share issuances factored into
your analysis for
the fair value of your common stock. To the extent there were any
significant fluctuations
in the fair values from period-to-period, please describe for us the
factors that contributed
to these fluctuations, including any intervening events within the
company or changes in
your valuation assumptions or methodology.
General
19. Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameSpenser Skates
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany NameAmplitude,
present Inc. in reliance on Section 5(d) of the
Securities Act, whether or
to potential investors
July 19,not theyPage
2021 retain
4 copies of the communications.
FirstName LastName
Spenser Skates
FirstName
Amplitude,LastNameSpenser Skates
Inc.
Comapany
July NameAmplitude, Inc.
19, 2021
July 19,
Page 5 2021 Page 5
FirstName LastName
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Tad J. Freese, Esq.