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United States securities and exchange commission logo
August 9, 2021
Spenser Skates
Chief Executive Officer
Amplitude, Inc.
631 Howard Street, 5th Floor
San Francisco, CA 94105
Re: Amplitude, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 26,
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 we note otherwise, our reference to prior comments are
to comments in our
July 19, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risks Related to Ownership of our Class A Common Stock
Our listing differs significantly from an underwritten initial public
offering, page 42
1. Please replace the
first two sentences of this risk factor with the sentence: "Prior to the
opening of trading on
the Nasdaq Select Global Market, there will be no book building
process and no price at
which underwriters initially sell shares to the public..." in order to
properly focus the risk
on the underwriting activities that will not be present.
Capitalization, page 62
2. The capitalization
table discloses that there are no preferred shares authorized, issued, and
Spenser Skates
FirstName
Amplitude,LastNameSpenser Skates
Inc.
Comapany
August NameAmplitude, Inc.
9, 2021
August
Page 2 9, 2021 Page 2
FirstName LastName
outstanding on an actual basis as of June 30, 2021. As the Existing
Preferred Stock
Conversion is included as an adjustment for the pro forma
capitalization disclosures,
please revise to disclose the actual preferred share information as of
June 30, 2021.
Management's Discussion and Analysis for Financial Conditions and Results of
Operations
Key Business Metrics, page 67
3. We note the revised disclosure in response to prior comment 1. Please
explain to us why
you believe disclosing the dollar-based net retention rate for
customers with ARR greater
than $100,000 would not provide material additional information to
investors. In this
regard, we note the significance of customers with greater than
$100,000 ARR as a
percentage of total ARR and the significant difference between the
previously disclosed
dollar-based net retention rate for such customers compared to total
paying customers as
of December 31, 2020. In your response, please tell us the
dollar-based net retention rate
for customers with greater than $100,000 ARR as of December 31, 2019
and June 30,
2021.
Description of Capital Stock
Equity Award Amendment, page 162
4. Your revised disclosure states that the holders of Class A common
stock, which was
received as a result of the Equity Award Amendment, will have the
right to exchange on
one occasion such shares for Class B common stock. Please revise to
clarify what is
meant by "on one occasion." Ensure your disclosures address whether
this refers to a pre-
defined time period as well as any other restrictions related to the
holders right to
exchange aside from until such time as the Class A shares are
transferred. Also, please
clarify whether a holder can choose to exchange only a portion of the
Class A common
stock and if so, whether that will impact their ability to exchange
any remaining Class A
shares. Lastly, disclose whether the right to exchange the Class A
shares is conveyed if the
Class A common stock is transferred to a permitted transferee.
Plan of Distribution, page 175
5. Please disclose which specific Nasdaq rule provision requires Nasdaq
to consult with
Morgan Stanley and the other financial advisors when conducting its
price validation
checks and clarify the type of guidance Nasdaq may seek from Morgan
Stanley and the
other financial advisors when conducting its price validation checks
on the day of listing.
Note 5. Stockholder's Deficit and Equity Incentive Plans, page F-20
6. We note that during 2019 and 2020 you facilitated secondary
transactions with select
executives in which common stock was sold above fair value. In
addition, we note
that you removed disclosure on pages 153 and 154 regarding certain
Stock
Transfer Agreements in fiscal 2019 and December 2020. With regards to
each of the
secondary transactions for which you recorded compensation expense
during fiscal 2019
Spenser Skates
Amplitude, Inc.
August 9, 2021
Page 3
and 2020, including any such transactions to date in fiscal 2021, please
describe for us the
extent of your involvement in such sales. Also, tell us whether you
helped arrange the
transaction, whether the secondary transaction was concurrent with or a
condition to a sale
of other financial instruments by the company to the third party, how the
per share
purchase price was determined, the amount of compensation expense related
to the
transaction, and whether the third party purchaser had a pre-existing
economic interest in
the company at the time of the secondary transaction.
Restricted Stock Units, page F-24
7. Your revised disclosure in response to prior comment 17 states that the
liquidity event
includes a change in control or an initial public offering of the
company's securities.
Please revise to clarify what is meant by "the initial public offering"
for purposes of
satisfying the performance condition for your restricted stock units.
Also, ensure
you address whether a direct listing the company's Class A common stock
meets the
definition of an initial public offering for vesting purposes.
Consolidated Financial Statements
Note 11. Subsequent Events, page F-30
8. We note from your response to prior comment 18 that you intend to include
stock-
based awards granted during the six months ended June 30, 2021 in your
interim period
financial statements when provided. To the extent you grant additional
awards after such
date, please ensure you disclose those grants and the expected financial
impact in your
subsequent event footnote, if material. In this regard, it is unclear how
you assessed the
significance of unrecognized compensation expense on future periods for
the grants
addressed in your response. In your response, please provide us with the
aggregate grant
date fair value and unrecognized stock-based compensation expense for all
awards granted subsequent to June 30, 2021. Refer to ASC 855-10-50-2.
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,
FirstName LastNameSpenser Skates
Division of
Corporation Finance
Comapany NameAmplitude, Inc.
Office of
Technology
August 9, 2021 Page 3
cc: Tad J. Freese, Esq.
FirstName LastName