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United States securities and exchange commission logo
May 20, 2021
Melanie Vinson
Chief Legal Officer
Confluent, Inc.
899 W. Evelyn Avenue
Mountain View, California 94041
Re: Confluent, Inc.
Amendment No. 1
Draft Registration Statement on Form S-1
Submitted May 6,
2021
CIK No. 0001699838
Dear Ms. Vinson:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are
to comments in our
April 20, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted on
May 6, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates
Common Stock Valuations, page 105
1. We are continuing to
evaluate your response to prior comment 7 and may have additional
comments when you
determine the fair value of the awards granted subsequent to March
31, 2021.
Business
Our Customers, page 125
Melanie Vinson
FirstName
Confluent, LastNameMelanie Vinson
Inc.
Comapany
May NameConfluent, Inc.
20, 2021
May 20,
Page 2 2021 Page 2
FirstName LastName
2. We note your response to prior comment 8 that you disclose the number
of Fortune 500
customers to support your assertion that one of the company's
competitive strengths is that
it serves leading enterprises. Given that you highlight this subset of
customers in several
sections of the filing, please provide appropriate context by
disclosing the percentage of
revenue or percentage of ARR generated by these customers.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Deferred Contract Acquisition Costs, page F-12
3. We note from your response to prior comment 10 that for revenue
arrangements through
marketplace vendors, the Company pays fees calculated as a percentage
of the sales
contract to the end customer, which are recorded in cost of revenue.
Please explain why
these fees do not qualify for capitalization pursuant to the guidance
in ASC 340-40.
Quantify the fees paid to market place venders for each period
presented. Tell us who is
the customer in these arrangements and how you considered the guidance
in ASC 606-10-
32-25. In addition, please describe your revenue arrangements through
the reseller
channel and explain how resellers are compensated.
Revenue, page F-14
4. We note your response to prior comment 14. Describe in greater detail
the other features
only available through purchase of a Confluent Platform subscription (
Proprietary
Features ). Help us better understand why the right to use other
features represents a
license that has significant standalone functionality and is capable
of being
distinct. Please tell us the amount of revenue allocated to the
underlying software license
and PCS for each period presented.
Note 10. Revenue, page F-28
5. We note your response to prior comment 17. Please explain in greater
detail how your
disclosures meet the objective of depicting how the nature, amount,
timing and
uncertainty of revenue and cash flows are affected by economic
factors. In this respect,
disaggregation of your revenue by the timing of the goods or services
and sales channel
appears to be information that will be beneficial to users of the
financial statements.
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.
Melanie Vinson
Confluent, Inc.
May 20, 2021
Page 3
Sincerely,
FirstName LastNameMelanie Vinson
Division of Corporation Finance
Comapany NameConfluent, Inc.
Office of Technology
May 20, 2021 Page 3
cc: Milson Yu
FirstName LastName