United States securities and exchange commission logo
August 25, 2020
Alexander C. Karp
Chief Executive Officer
Palantir Technologies Inc.
1555 Blake Street
Suite 250
Denver, CO 80202
Re: Palantir
Technologies Inc.
Amendment 2 to
Draft Registration Statement on Form S-1
Submitted August
10, 2020
CIK No. 0001321655
Dear Mr. Karp:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment 2 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. Please revise the third
full paragraph on page 2 to provide more context to your statements
about the growth of
your revenue overtime. For example, consider disclosing your
average revenue per
customer and average revenue for your top twenty customers for
2018 so that investors
can compare them to the figures you provide for 2019.
2. We note your response
to prior comment 1. We continue to believe that the summary
section should be
balanced to include a discussion of the substantial payments to your
existing stockholders
related to the redemptions of the Series H preferred stock. Please
revise.
Alexander C. Karp
FirstName LastNameAlexander C. Karp
Palantir Technologies Inc.
Comapany
August 25, NamePalantir
2020 Technologies Inc.
August
Page 2 25, 2020 Page 2
FirstName LastName
Risk Factors
Following our listing, sales of substantial amounts of our Class A common stock
in the public
markets or the perception...., page 67
3. We note your response to prior comment 18. Disclose if the company
intends on sharing
a fair value estimate of the class A common stock with the RSU holders
who plan to sell
shares on Day 1 of trading so that they may plan on how many shares
they would have to
sell in order to cover their anticipated tax liability. If so, please
disclose this fair value
determination.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business Model, page 86
4. We note your responses to prior comments 11 and 12. Please disclose,
either here or on
page 91, how you determine contribution margin by customer. For
example, as noted in
your response, please address how you allocate sales and marketing and
cost of sales
expenses that are not specific to a customer account.
Audited Financial Statements
Consolidated Balance Sheets, page F-3
5. Please present a pro forma balance sheet alongside your most recent
historic balance sheet
to give effect to the Capital Stock Conversion and all other changes
in capitalization that
will occur in connection with your direct listing on the NYSE as
described on page 77.
General
6. We have reviewed but are unable to agree with your responses to prior
comments 29 and
30 regarding the scope and application of the March 23, 2018 no-action
letter for Spotify
Technology, S.A. However, there may be other ways to ensure compliance
with
Regulation M, depending on the specific facts and circumstances. For
example, from our
discussion on this matter, we understand that you have represented
that the relevant
parties (including any persons acting on behalf of such parties) each
will endeavor to
conduct their activities in a manner that will not violate Regulation
M or the other anti-
manipulation and antifraud provisions, such as sections 9(a) and
10(b), or Rule 10b-5.
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, Senior Staff Accountant, at
(202) 551-3424 or
Robert S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
any questions
regarding comments on the financial statements and 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.
Alexander C. Karp
Palantir Technologies Inc.
August 25, 2020
Page 3
Sincerely,
FirstName LastNameAlexander C. Karp
Division of Corporation Finance
Comapany NamePalantir Technologies Inc.
Office of Technology
August 25, 2020 Page 3
cc: Allison B. Spinner
FirstName LastName