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United States securities and exchange commission logo
August 27, 2021
Spenser Skates
Chief Executive Officer
Amplitude, Inc.
631 Howard Street, 5th Floor
San Francisco, CA 94105
Re: Amplitude, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August
13, 2021
CIK No. 0001866692
Dear Mr. Skates:
We have reviewed your amended 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. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated August 9, 2021.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 70
1. We note your measure of
free cash flow includes an adjustment for direct listing expenses
paid. Please remove
this adjustment as charges that require cash settlement cannot be
excluded from non-GAAP
liquidity measures. Refer to Item 10(e)(1)(ii)(A) of Regulation
S-K.
Spenser Skates
FirstName
Amplitude,LastNameSpenser Skates
Inc.
Comapany
August 27, NameAmplitude,
2021 Inc.
August
Page 2 27, 2021 Page 2
FirstName LastName
Critical Accounting Policies and Estimates
Stock-Based Compensation Expense, page 87
2. We note your letter dated August 13, 2021 and we request additional
analysis supporting
the significant increase in the estimated fair value of your common
stock from December
2020 to June 2021. Please quantify and describe the extent to which
each of the factors
that you list impacted each valuation and support the fluctuations in
your common stock
valuation between each of the valuations from December 2020 to the
most recent. To the
extent that increases in your valuations were not solely attributable
to changes in your
financial condition or results of operations, quantify and describe
how these other factors,
such as company-specific or industry events, changes in valuation
methodology or
significant assumptions impacted each valuation.
3. Please tell us the fair value of the underlying common stock at each
option grant date from
December 2020 to now. Also, explain how you utilized a linear
interpolation between the
valuation dates. In this regard, your explanation at each valuation
date implies that the
fair value of your common stock at each grant date was equal to the
most recent valuation
before such grant.
Plan of Distribution, page 185
4. We note your response to prior comment 5; however, the added
disclosure does not clarify
in Plain English what the price validation test entails. Please
clarify.
Notes to Consolidated Financial Statements
Note 11. Subsequent Events, page F-34
5. We note from your response to prior comment 8 that you are currently
unable to estimate
unrecognized stock-based compensation expense for the grants made
subsequent to the
most recent balance sheet date, please revise your disclosures to
indicate as such. Refer to
ASC 855-10-50-2(b).
General
6. Please revise the graphics in the forepart of the registration
statement to present a
balanced picture of the company's financial health. In this regard, we
note that you had a
net loss for each period presented and indication of such should be
given equal
prominence with your current presentation, which emphasizes revenue
growth and 12-
month trailing revenue information. Refer to Securities Act Forms C&DI
101.02.
Spenser Skates
FirstName
Amplitude,LastNameSpenser Skates
Inc.
Comapany
August 27, NameAmplitude,
2021 Inc.
August
Page 3 27, 2021 Page 3
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.