September 14, 2020
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeff Kauten
Larry Spirgel
Joan Collopy
Elizabeth Sandoe
Lisa Etheredge
Robert Littlepage
Re: Amendment No. 1 to Registration Statement on Form S-1
Filed on September 3, 2020
File No. 333-248413
Ladies and Gentlemen:
On behalf of our client, Palantir Technologies Inc. (“Palantir” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 8, 2020, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (“Amendment No. 1”). We are concurrently submitting via EDGAR this letter and filing a revised Registration Statement (the “Registration Statement”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to Amendment No. 1 submitted on September 3, 2020), all page references herein correspond to the page of the Registration Statement.
Risk Factors
Risks Related to Ownership of Our Class A Common Stock
Our amended and restated bylaws..., page 68
| 1. | We note that your forum selection provision identifies a federal or state court located within the State of Delaware as the exclusive forum for certain litigation. Please disclose whether this provision applies to actions arising under the Exchange Act. Please also state that there is uncertainty as to whether a court would enforce such provision and state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction |
Securities and Exchange Commission
September 14, 2020
Page 2
| for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. |
The Company has revised the disclosure on page 68 of the Registration Statement to address the Staff’s comment.
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Securities and Exchange Commission
September 14, 2020
Page 3
Please direct any questions regarding the Company’s responses or the Registration Statement to me at (650) 565-3765 or aspinner@wsgr.com.
| Sincerely, |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
/s/ Allison B. Spinner |
| Allison B. Spinner |
| cc: | Alexander C. Karp, Palantir Technologies Inc. |
David Glazer, Palantir Technologies Inc.
William Ho, Palantir Technologies Inc.
Matthew Long, Palantir Technologies Inc.
Sean Stenstrom, Palantir Technologies Inc.
Justin Laubach, Palantir Technologies Inc.
Scott Hsu, Palantir Technologies Inc.
Deeptha Mathavan, Palantir Technologies Inc.
Steven Bochner, Wilson Sonsini Goodrich & Rosati, P.C.
Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C.
Shannon R. Delahaye, Wilson Sonsini Goodrich & Rosati, P.C.
Alan F. Denenberg, Davis Polk & Wardwell LLP
Emily Roberts, Davis Polk & Wardwell LLP
