United States securities and exchange commission logo
August 23, 2021
Lior Tal
Chief Executive Officer
Cyngn, Inc.
1015 O Brien Dr.
Menlo Park, CA 94025
Re: Cyngn, Inc.
Draft Registration
Statement on Form S-1
Submitted July 28,
2021
CIK No. 0001874097
Dear Mr. Tal:
We have reviewed your draft 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 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.
Draft Registration Statement on Form S-1 submitted July 28, 2021
Prospectus Summary
Company Overview, page 1
1. Please revise your
summary to clearly describe the current status of your Enterprise
Autonomy Suite (EAS).
In this regard, please clarify the following:
Describe the
current developmental status of your EAS solution, including whether it
is fully developed
and currently being sold and marketed to customers. To the extent
the EAS solution is
still being developed, please describe the remaining
developmental
steps, the estimated costs to complete these steps and the expected
timeline for
commercial deployment.
Lior Tal
Cyngn, Inc.
August 23, 2021
Page 2
Clarify whether you have any current customers of your EAS
solution and whether
you have generated any revenue from the EAS solution. To the
extent you have no
current customers and have not generated any revenue from the EAS
solution, please
clearly state this.
Make similar revisions, as appropriate, throughout your prospectus.
2. You discuss robotics-as-a-service (RaaS), which you define as a
service-oriented business
model for using robotic systems that helps to avoid the upfront
capital costs associated
with end customers buying expensive robotic assets. Please revise to
make clear whether
you will offer robotic assets as part of a RaaS offering.
3. Please provide support for your disclosure regarding the strategy of
passenger AV
companies. For example, provide support your statements that the
passenger AV
technology leaders are effectively backing themselves into a corner
that will prevent them
from pursuing our target industrial markets and there is no
foreseeable completion date
for even a single vehicle that satisfies customer needs for passenger
AVs, so these leading
spenders cannot entertain distractions like adapting their technology
to fragmented
industrial vehicle form factors.
Risk Factors, page 9
4. We note your discussion of Chinese intellectual property protection
and the PRC Cyber
Security Law. Please clarify whether you have operations or customers
in China.
5. Consider including a risk factor regarding the pending application for
forgiveness for your
Small Business Administration Paycheck Protection Program loans, if
material.
We are an "emerging growth company", page 29
6. On page 7, you state that you have elected to take advantage of the
extended transition
period for complying with new or revised accounting standards. In this
risk factor, you
disclose that you may choose to elect to use the extended transition
period for complying
with new or revised accounting standards. Please revise the risk
factor to clarify whether
you are taking advantage of the extended transition period.
Business, page 41
7. We note your disclosure that you have already deployed DriveMod
software on nine
different vehicle form factors that range from stockchasers and stand-on
floor scrubbers
FirstName LastNameLior Tal
to14-seat shuttles and 5-meter-long cargo vehicles. Please clarify
whether the software
Comapany NameCyngn,
has been deployedInc.
in a test environment or whether you have customers
using the
Augustsoftware.
23, 2021 Page 2
FirstName LastName
Lior Tal
FirstName
Cyngn, Inc.LastNameLior Tal
Comapany
August 23, NameCyngn,
2021 Inc.
August
Page 3 23, 2021 Page 3
FirstName LastName
Go-to-market
Partner instead of compete - technology, page 51
8. Here and elsewhere you identify certain partners, including Arilou,
Symboticware,
Airbiquity, Formel D and First Transit. Please revise to briefly
summarize the nature of
these partnerships. To the extent these partnerships are material,
please revise to include a
summary of material terms of your agreements with these partners and
tell us what
consideration you have given to filing any such agreement as an
exhibit. Consider Item
601(b)(10) of Regulation S-K.
Competitive Environment, page 52
9. Please discuss specific competitors, if material. For example, we note
that in your
graphics at the beginning of the prospectus you state that Amazon
already has 100,000+
autonomous drive units currently operating at fulfillment centers.
Management, page 55
10. Please disclose the size of your board directors and revise the table
on page 55 to identify
each person that serves as a director. Furthermore, we note that you
intend to establish
board committees prior to the completion of this offering. Please
confirm that you will
provide related disclosure prior to effectiveness.
Involvement in Certain Legal Proceedings, page 57
11. Please remove the knowledge disclaimer in the first sentence of this
section.
Principal Stockholders, page 61
12. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by Benchmark Capital
Partners VII, LP,
Andreessen Horowitz Fund III, L.P., Redpoint Ventures IV, LP, and PI
International
Holdings LLC.
Financial Statements
14. Subsequent Events, page F-16
13. We note the approval, in July 2021, of the grant of options to
purchase 2,692,000 shares
of common stock to certain employees under the 2013 Plan. Please
provide us with a
chronological breakdown of the details of all stock-based compensation
awards granted
during 2021. Include the fair value of the underlying stock used to
value such awards. To
the extent there were any significant fluctuations in the fair values,
please describe for us
the factors that contributed to such fluctuations, including any
intervening events within
the company or changes in your valuation assumptions or methodology.
Lior Tal
FirstName
Cyngn, Inc.LastNameLior Tal
Comapany
August 23, NameCyngn,
2021 Inc.
August
Page 4 23, 2021 Page 4
FirstName LastName
Signatures, page II-5
14. Please revise the signature block to indicate each position in which
Mr. Tal is signing this
registration statement. In this regard, we note that in addition to
serving as your chief
executive officer, Mr. Tal also serves on your board of directors. See
Instructions 1 and 2
to Signatures of Form S-1.
General
15. 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.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Mitchell Austin, Staff Attorney, at (202)
551-3574 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Marcelle Balcombe