United States securities and exchange commission logo
November 27, 2020
Eli Baker
President, Chief Financial Officer and Secretary
Flying Eagle Acquisition Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Re: Flying Eagle
Acquisition Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 17,
2020
File No. 333-248638
Dear Mr. Baker:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 12, 2020 letter.
Amendment No. 3 of Registration Statement on Form S-4
Risks Related to Skillz s Business and Industry
Our growth will depend on our ability to attract and retain users who
participate in paid entry-fee
contests. . . , page 58
1. Please revise to
disclose the extent to which your business relies on end-users continuing
to apply winnings and
prizes to future paid entry-fee contests, and include quantified
information to provide
sufficient context to the disclosure. Also, address the potential
impact on future
revenues and liquidity if end-users decided to withdraw winnings rather
than enter subsequent
paid competitions.
Eli Baker
FirstName LastNameEli
Flying Eagle AcquisitionBaker
Corp.
Comapany 27,
November NameFlying
2020 Eagle Acquisition Corp.
November
Page 2 27, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Skillz
Our Financial Model, page 182
2. We note your response to prior comment 7. Please revise to disclose
the following as it
relates to your measure of gross marketplace volume (GMV):
Clarify that total entry fees paid by users includes entry fees
paid with cash deposits
as well as prior winnings that have not been withdrawn and
incentives earned in
gameplay such as bonus cash; and
Quantify the extent to which GMV is from cash deposits used for
paid entry fees. In
this regard, your disclosure that "the majority" of GMV is "paid
out in prizes" does
not provide sufficient indication as to the significance of paid
entry fees that are from
previous winnings and loyalty credits.
Components of Results of Operations
Revenue, page 183
3. In describing how you recognize revenue you disclose that end users
pay entry fees for
cash games and that the commission you withhold from such fees is
shared between Skillz
and the game developers. Please revise to clarify that entry fees for
cash games may be
paid with cash deposits, previous winnings that have not been
withdrawn, or incentives,
and explain that you recognize revenue based on entry fees regardless
of how they are
paid. In addition, as the developer share is determined using net
deposits, revise to clarify
that the developer does not directly share in revenue earned from
entry fees paid with
winnings that have not been withdrawn or incentives earned in
gameplay. Ensure that
your disclosure throughout the filing is clear as to the paid entry
fees on which you earn
revenue and the paid entry fees in which net revenues, less certain
costs, are directly
shared with the developers.
Skillz Financial Statements as of December 31, 2019 and 2018
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-36
4. Please disclose that Bonus Cash or cash league prizes that were
recorded as marketing
expense can be used by end-users to enter into future paid entry fee
competitions. In
addition, clarify that Bonus Cash, recorded as reduction of revenue
and as marketing
expense, cannot be withdrawn by end users.
Eli Baker
FirstName LastNameEli
Flying Eagle AcquisitionBaker
Corp.
Comapany 27,
November NameFlying
2020 Eagle Acquisition Corp.
November
Page 3 27, 2020 Page 3
FirstName LastName
You may contact Joyce Sweeney, Senior Staff Accountant at (202)
551-3449 Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mitch Austin,
Staff Attorney at
(202) 551-3574 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Joel Rubinstein, Esq.