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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.
Registration
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
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 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
repositories
containing your source code, references to certain customers, and certain
documents
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
subsequent
event. We refer you to the guidance in ASC 855-10-50.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479
or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
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.
Sincerely,
FirstName LastNameMelanie Vinson
Division of
Corporation Finance
Comapany NameConfluent, Inc.
Office of Technology
June 9, 2021 Page 2
cc: Milson Yu
FirstName LastName