United States securities and exchange commission logo
July 31, 2020
Alexander C. Karp
Chief Executive Officer
Palantir Technologies Inc.
1555 Blake Street
Suite 250
Denver, CO 80202
Re: Palantir
Technologies Inc.
Draft Registration
Statement on Form S-1
Submitted July 6,
2020
CIK No. 0001321655
Amendment 1 to
Draft Registration Statement on Form S-1
Submitted July 22,
2020
CIK No. 0001321655
Dear Mr. Karp:
We have reviewed your draft registration statements 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.
Amendment 1 to Draft Registration Statement on Form S-1
Cover Page
1. We note that the
company is party to a voting agreement with certain holders of your
capital stock including
Messrs. Karp, Cohen and Thiel. Please clarify whether the
company will be a
controlled company under the definition of the applicable listing
exchange after the
offering and provide disclosure in this section as well as in the
prospectus summary and
risk factors sections, to the extent appropriate.
Alexander C. Karp
FirstName LastNameAlexander C. Karp
Palantir Technologies Inc.
Comapany
July NamePalantir Technologies Inc.
31, 2020
July 31,
Page 2 2020 Page 2
FirstName LastName
Prospectus Summary, page 1
2. Please add disclosure regarding the redemptions of the Series H
preferred stock.
Competitive Strengths, page 6
3. We note your disclosure that your top twenty customers have been with
you for an
average of 6.6 years. For context, please disclose the average length
of time your top
three customers, which accounted for 28% of your revenue in 2019, have
been with you.
Risk Factors Summary, page 7
4. Please clarify your statement that a limited number of customers
account for a substantial
portion of your revenue to disclose that three customers accounted for
28% of your
revenue in 2019.
Risk Factors
Risks Related to Our Business and Industry
The recent global COVID-19 outbreak , page 34
5. Please provide examples of the negative headwinds you reference in
this risk factor.
We have contracts with governments , page 39
6. Please quantify the portion of your revenues that are subject to
security restrictions.
Our debt agreements contain restrictions , page 55
7. Please clarify the extent to which your credit facility is secured by
substantially all of your
assets.
Risks Related to Ownership of Our Common Stock
Delaware law and provisions in our amended and restated certificate of
incorporation , page 67
8. Please clarify your statement that your executive officers and
directors will have the
ability to significantly influence the outcome of matters requiring
shareholder approval to
disclose that they will have the ability to control the outcome of
these matters.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 79
9. Your risk factor disclosure on page 14 identifies the importance of
existing customers
renewing their contracts with you. Please disclose your retention
rates for the periods
presented and discuss any trends in retention rates for your services.
10. Please disclose the number of customers and average revenue from your
top twenty
customers for the periods presented and tell us whether your customer
count includes
customers in the acquire phase from whom you have yet to generate
revenue.
Alexander C. Karp
Palantir Technologies Inc.
July 31, 2020
Page 3
Our Business Model, page 80
11. Please revise to address the following:
Quantify the amount of customer acquisition and expansion related
expenses
recorded within cost of revenue and within sales and marketing
expense;
Describe the criteria used to determine where costs for the
acquire phase and the
expand phase should be recorded in your Statement of Operations;
and
Quantify the number of customers according to their phase
(acquire, expand and
scale) as of the most recent period end.
12. Based upon your Non-GAAP disclosures on page 170, it appears that
contribution margin
includes all sales and marketing expenses except stock-based
compensation.
Additionally, your draft disclosures on page 81 suggest that you are
able to
calculate contribution margin at the customer level. Please revise to
explain how you
allocate general sales and marketing expenses to contribution margin
at the customer
level.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Significant Impacts of Stock-Based Compensation, page 94
13. Due to the significant amount of stock-based compensation that will be
recognized once
the RSUs performance condition is met (i.e. upon a completion of a
public listing), please
move this disclosure to a more prominent position within your MD&A.
For example, it
could be disclosed as part of the results of operations on page 84 as
a matter that could
materially impact future operating performance trends or part of your
discussion about
key factors affecting performance on page 81. Please also revise to
disclose any material
assumptions used in calculating the additional stock-based
compensation expense figure.
Business, page 100
14. We note that one of your commercial customers represented 15% and 12%
of total
revenue in 2018 and 2019, respectively. Please identify this customer
and disclose the
material terms of your agreement with this customer. Refer to Item
101(c)(1)(vii) of
Regulation S-K.
Market Opportunity, page 116
15. Please disclose the third-party industry sources cited in this
section.
Management, page 130
FirstName LastNameAlexander C. Karp
Comapany
16. NamePalantir
Please provide the Technologies Inc. by Item 407 of Regulation S-K
with respect to
information required
July 31,your
2020audit
Pagecommittee,
3 nominating committee and compensation committee.
FirstName LastName
Alexander C. Karp
FirstName LastNameAlexander C. Karp
Palantir Technologies Inc.
Comapany
July NamePalantir Technologies Inc.
31, 2020
July 31,
Page 4 2020 Page 4
FirstName LastName
Certain Relationships and Related Party Transactions
Voting Agreement, page 146
17. Please revise to describe all matters for which the parties to the
voting agreement have
agreed to vote their shares. Also, file the voting agreement and the
agreement with Piazza
Technologies Inc. as exhibits to your registration statement. Refer to
Item
601(b)(10)(ii)(A) of Regulation S-K.
Plan of Distribution, page 167
18. We note that the performance-based vesting condition for your
outstanding RSUs includes
a public listing and the disclosure on page 150 that the public
listing will result in the
vesting and settlement of a certain number of RSUs. Please advise
as to any
coordination with these RSU holders to facilitate the sale of the
underlying stock on Day 1
of your public listing.
Non-GAAP Financial Measure, page 170
19. Since you identify contribution margin as a key business and non-GAAP
measure on page
11 and elsewhere, please revise to move this reconciliation to a more
prominent position
within the filing. For example, consider disclosing this information
as part of
your Management's Discussion and Analysis of Financial Condition and
Results of
Operations, beginning on page 79.
Audited Consolidated Financial Statements
2. Significant Accounting Policies, page F-10
20. Please revise to disclose your accounting policies for sales and
marketing expenses.
21. Please disclose your accounting policies with respect to incremental
costs of obtaining a
contract with a customer and costs incurred to fulfill a contract with
a customer, and
advise us. Refer to the guidance in ASC 340-40.
8. Commitments and Contingencies
Contingent Compensation, page F-30
22. We note that an IPO is an event that could trigger a payment under the
retention plan.
Please confirm, if true, that a direct listing is not considered an
event that could trigger
payments under the retention plan.
General
23. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Alexander C. Karp
FirstName LastNameAlexander C. Karp
Palantir Technologies Inc.
Comapany
July NamePalantir Technologies Inc.
31, 2020
July 31,
Page 5 2020 Page 5
FirstName LastName
24. We note that you have not provided the location/address of your
principal place of
business anywhere in the filing. Please advise.
25. Please clarify whether the brokerage transactions referenced on
the cover page are
intended to be effected solely in accordance with the representations
and terms set forth in
the Spotify Technology N.A. no-action letter (Mar. 23, 2018) (the
Spotify Letter ) or
otherwise consistent with Regulation M i.e., ordinary brokerage
transactions made into
an independent market (one not dominated or controlled by the
Company/financial
advisors/Registered Stockholders., and without the presence of any
special selling efforts
or selling methods) on the NYSE at prevailing market prices.
26. Please consider either revising or deleting the statement on page 60,
which currently
reads, Additionally, because there are no underwriters, there is no
underwriters option
to purchase additional shares to help stabilize, maintain or affect
the public price of our
Class A common stock on the NYSE immediately after the listing as
it implies an intent to
engage in unlawful price manipulation.
27. Please note that any possible selling activity by the Registered
Stockholders where there is
excessive compensation (i.e., ...or commissions as to particular
broker-dealers may be in
excess of those customary in the types of transactions involved as
stated on page 168) to
be paid to broker-dealers to facilitate such selling would appear to
be inconsistent with the
second bullet point representation set forth in the Spotify Letter,
i.e., the requirement that
the ordinary brokerage transactions by the Registered Shareholders be
made into an
independent market (i.e., one not dominated or controlled by the
Company/financial
advisors/Registered Stockholders, and without the presence of any
special selling
efforts/selling methods). Please revise accordingly or, alternatively,
explain how the
Company/financial advisors/Registered Stockholders intend to comply
with the trading
restrictions in Regulation M in light of their inability to rely on
the Spotify Letter.
28. Please specify when (i.e., the timing/number of days before the
Opening Time) the
Company and its financial advisors intend to engage in the
investor-related/roadshow-like
activities that are described on page 61 of the prospectus.
29. Please explain whether the sentence on page 61 of the prospectus,
which currently reads,
Moreover, consistent with Regulation M and other federal securities
laws applicable to
our listing, we have not consulted with Registered Stockholders or
other existing
stockholders regarding their desire or plans to sell shares in the
public market following
the listing or discussed with potential investors their intentions to
buy our Class A
common stock in the open market, is intended to refer to and be
consistent with the
representations/conditions set forth in the Spotify Letter. If the
Company/financial
advisor (Morgan Stanley)/Registered Stockholders, etc. intend to rely
on the Spotify
Letter, please explain how the disclosure, for example, on page 167 in
the Plan of
Distribution section (fourth paragraph), which currently reads,
Morgan Stanley is
expected to provide input to the DMM...pre-listing selling and buying
interest in our Class
A common stock that it becomes aware of from potential investors and
holders of our
Alexander C. Karp
Palantir Technologies Inc.
July 31, 2020
Page 6
Class A common stock, including after consultation with certain
institutional investors
(which may include certain of the Registered Stockholders...), is
consistent with the
representations/conditions set forth in the Spotify Letter.
30. Please clarify your disclosure on pages 61 and 168 where you state, We
have engaged
Morgan Stanley...as our financial advisor. There will be no book building
process..." to
state that the financial advisor will not generate and record buying
interest at various price
ranges prior to the Opening. As the financial advisor will not engage in
any book
building, please also explain the intended scope of such financial
advisor s
consultation(s) with institutional investors, described on those
pages.
Further, we note your statement on page 61 that you plan to hold an
investor day. Please
provide additional language to clarify whether there will be a single
investor day prior to
listing, or if there could be follow-up investor days. Moreover, on page
61 you state that
you will engage in certain other investor education meetings.
Please clarify the
intended scope of these meetings, including whether they are follow-up
meetings to
answer any investors questions about information provided at main
investor day meeting,
or something more.
31. Please consider revising your references on page 167 to orderly market
to orderly
opening in light of your intention to engage in a direct listing.
Alternatively, please
specify which of the NYSE direct listing rules the Company is relying on
with respect to
its statement that [t]he DMM, acting pursuant to its obligations under
the rules of the
NYSE, is responsible for facilitating an orderly market for our Class A
common stock as
the term market could include the aftermarket period as well.
You may contact Joan Collopy at 202-551-5743 or Elizabeth Sandoe at
202-551-5736 in
our Division of Trading and Markets if you have questions regarding comments
appearing under
"General." Please contact Lisa Etheredge, Staff Accountant, at 202-551-3424 or
Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have any questions
on the financial
statements or related matters. Please contact Jeff Kauten, Staff Attorney, at
202-551-3774 or
Larry Spirgel, Office Chief, at 202-551-3815 with any other questions.
Sincerely,
FirstName LastNameAlexander C. Karp
Division of
Corporation Finance
Comapany NamePalantir Technologies Inc.
Office of
Technology
July 31, 2020 Page 6
cc: Allison B. Spinner
FirstName LastName