United States securities and exchange commission logo

                             June 9, 2021

       Melanie Vinson
       Chief Legal Officer
       Confluent, Inc.
       899 W. Evelyn Avenue
       Mountain View, California 94041

                                                        Re: Confluent, Inc.
Statement on Form S-1
                                                            Filed June 1, 2021
                                                            File No. 333-256693

       Dear Ms. Vinson:

             We have reviewed your amended registration statement and have the
       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

              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 May
20, 2021 letter.

       Form S-1 filed June 1, 2021

       Consolidated Financial Statements
       Notes to the Consolidated Financial Statements
       Note 14. Subsequent Events, page F-37

   1.                                                   We note that in April
and May 2021, the company granted stock options and RSUs with
                                                        both service-based and
performance-based vesting conditions. We further note that in
                                                        May 2021, the company
reserved an aggregate of 250,000 shares of common stock for
                                                        issuance to a
charitable foundation upon or after the closing of the company   s initial
                                                        public offering. Please
explain your consideration of disclosing an estimate of the share-
                                                        based compensation
expense and pro forma earnings per share impact with respect to
                                                        these issuances. We
refer you to ASC 855-10-50-2(b).
 Melanie Vinson
Confluent, Inc.
June 9, 2021
Page 2
2.    We note in January 2021, a malicious third party gained unauthorized
access to a third-
      party vendor, Codecov, that provides a software code testing tool,
potentially affecting
      more than a thousand of Codecov   s customers, including you, which you
refer to as the
      Codecov Breach. We further note that through your investigations, you
have determined
      that the attackers leveraged a vulnerability in Codecov   s software to
gain access to
      credentials in your development environment, and thereby obtained
unauthorized read-
      only access to, and copied to overseas IP addresses, the private Github
      containing your source code, references to certain customers, and certain
      containing customer information. Please tell us how you evaluated and
assessed any
      contingent liabilities associated with the Codecov Breach. We refer you
to ASC 450-20-
      55-14. Explain your consideration of disclosing the Codecov Breach as a
      event. We refer you to the guidance in ASC 855-10-50.
       You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at
(202) 551-3453
with any other questions.

FirstName LastNameMelanie Vinson
                                                           Division of
Corporation Finance
Comapany NameConfluent, Inc.
                                                           Office of Technology
June 9, 2021 Page 2
cc:       Milson Yu
FirstName LastName