United States securities and exchange commission logo
September 22, 2020
Alexander C. Karp
Chief Executive Officer
Palantir Technologies Inc.
1555 Blake Street
Suite 250
Denver, CO 80202
Re: Palantir
Technologies Inc.
Amendment 4 to
Registration Statement on Form S-1
Filed September 18,
2020
File No. 333-248413
Dear Mr. Karp:
On September 18, 19 and 20, 2020, we provided oral comments
following our review of
your September 18, 2020 amendment. We are confirming those comments with
this letter.
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.
Amendment No. 4 to Registration Statement on Form S-1
Cover Page
1. Please disclose the
current voting power of the Class A common stock holders.
Prospectus Summary, page 1
2. Please clarify whether
the process of designating shares as Stockholder Party Excluded
Shares only applies to
Class A or Class B acquired in the future or to existing holdings
currently subject to
the Voting Agreement.
3. Please clarify whether
the Stockholder Party Excluded Shares could be Corporation
Equity Securities that
the Founders currently own or only securities they acquire in the
future. Please add a
column to the table on pages 9-10 that shows the approximate
ownership threshold
percentage of the total amount of securities outstanding as this
disclosure is material
to understanding how small these amounts are compared to your
total equity.
Alexander C. Karp
FirstName LastNameAlexander C. Karp
Palantir Technologies Inc.
Comapany 22,
September NamePalantir
2020 Technologies Inc.
September
Page 2 22, 2020 Page 2
FirstName LastName
4. Please disclose that you are employing a novel capital structure with
three classes of
common stock and that your capital structure is novel because it
permits your Founders to
maintain a controlling interest in the Company even if they
significantly decrease their
economic stake in the Company. Further, clarify why the Company has
chosen this novel
and complex tri- capital structure. In this regard, we note your
statement at the bottom
of page 8 that the multi-class structure was employed to provide
stability in the
composition of the Board and to maintain your existing founder control
structure which
could presumably have been accomplished using a traditional dual class
structure.
Risk Factors, page 17
5. Please add a separate risk factor that specifically illustrates the
risk that if the company
issues additional Class A common stock in the future, Class A common
stockholders will
have their voting power diluted to a greater extent than the Founders
as a result of the
Class F common shares. Please disclose that it may be very difficult
for the Class A
common stock holders to ever determine their voting power because of
the unique features
of your capital structure, in particular the variable voting rights of
the Class F and the
ability of the Founders to unilaterally adjust their total voting
power through the process
of designating shares as Stockholder Party Excluded Shares.
Risks Related to the Multiple Class Structure of our Common Stock...
The Ownership Threshold that must be met on any applicable record date..., page
78
6. Please revise this risk factor to disclose that the definition of
Corporation Equity
Securities is very broad and the Company could potentially take
steps in the future to
effectively decrease the Ownership Threshold. For example, we note the
potential for the
creation of a new class of non-voting equity security that could
qualify as Corporation
Equity Security and count towards the Ownership Threshold if held by
the Founders
which would further increase the divergence between their economic
power and voting
power.
Description of Capital Stock, page 215
7. We note your amended and restated certificate of incorporation
provides for permitted
transfer of your Class B common stock that do not result in the
automatic conversion of
these shares into Class A common stock. Please clarify and include
additional disclosure
to the extent that these transfers could have any intended or
unintended consequences
different than in a typical dual class structure.
Plan of Distribution, page 239
8. Please disclose that the Founders will not be involved in the DMM s
process to establish
the opening public price, including any decision regarding the timing
of the opening trade.
9. Please revise to disclose that the Company and the financial advisors
will conduct their
activities consistent with the requirements of Regulation M.
Alexander C. Karp
Palantir Technologies Inc.
September 22, 2020
Page 3
You may 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
September 22, 2020 Page 3
cc: Allison B. Spinner
FirstName LastName