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United States securities and exchange commission logo
March 15, 2021
Alicia Dietzen
General Counsel
KnowBe4, Inc.
33 N. Garden Avenue
Clearwater, FL 33755
Re: KnowBe4, Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted March 3,
2021
CIK No. 0001664998
Dear Ms. Dietzen:
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 February 16, 2021 letter.
Draft Registration Statement on Form S-1
Risk Factors
We recognize revenue from subscriptions over the term of our customer
contracts..., page 19
1. You state that your
subscription terms typically run from one to three years and are
recorded at the
beginning of the subscription period, which typically happens on an annual
basis. Please explain
further how a two or three year subscription is recorded at the
beginning of the
subscription period on an annual basis.
Alicia Dietzen
FirstName
KnowBe4, LastNameAlicia Dietzen
Inc.
Comapany
March NameKnowBe4, Inc.
15, 2021
March2 15, 2021 Page 2
Page
FirstName LastName
Capitalization, page 50
2. Please explain your basis for including the proceeds from the exercise
of options by
certain selling stockholders in your pro forma Capitalization
information. To the extent
you have determined that the exercise of such options is probable,
please clarify your
disclosures, here and elsewhere throughout the filing, where you
indicate that the shares
outstanding after the offering excludes 355,495 shares of common stock
issuable upon the
exercise of stock options outstanding at December 31, 2020.
Selected Historical Financial Data, page 55
3. Please revise footnote (1) to explain how pro forma net loss per share
is calculated.
Further, remove the reference to Note 12 of the consolidated financial
statements as it
does not appear you intend to include such disclosure there. Also,
revise your Summary
Historical Consolidated Financial Data table to include a footnote
explaining your pro
forma per share calculations.
4. We note that upon effectiveness of the offering certain officers will
receive incentive
awards. Please tell us how you considered including an adjustment for
such expense in
your pro forma per share calculations. Also, it appears that you
intend to grant restricted
stock units to certain officers, a portion of which will vest based on
performance-based
conditions. Please tell us whether this offering will impact the
vesting of such awards and
if so, tell us your consideration to factor this into your pro forma
per share calculations as
well. Refer to Rule 11-01(a)(8) of Regulation S-X.
Results of Operations, page 67
5. Please revise to include a discussion of the material factors that
contributed to the
significant fluctuations in your effective tax rate each year and
clarify whether you
anticipate such items having a similar impact on your effective tax
rate in the future.
Refer to Item 303(a)(3) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
6. We note your response to prior comment 4. It is still unclear why you
believe revenue
generated from a license to downloadable content is not a product when
the customer has
the ability to take possession of the content for the duration of the
contract. Please further
explain or revise to separately disclose such product revenue and
related cost of revenue
on the face of your statement of operations. Refer to Rule 5-03(b) of
Regulation S-X.
Alicia Dietzen
FirstName
KnowBe4, LastNameAlicia Dietzen
Inc.
Comapany
March NameKnowBe4, Inc.
15, 2021
March3 15, 2021 Page 3
Page
FirstName LastName
Note 13 - Income Taxes, page F-28
7. Please revise the first table to include the loss before income taxes
amounts for the year
ended December 31, 2020, as it appears you have included the net loss
amounts.
Note 15 - Subsequent Events, page F-36
8. Please tell us and revise to disclose the number of shares and the per
share value of the
common stock issued in the acquisition of MediaPro Holdings LLC.
9. Please revise to include the various share-based awards you have
awarded or intend to
award the company's officers as disclosed on pages 109-111. Refer to
ASC 855-10-50-2.
You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 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,
Division of
Corporation Finance
Office of
Technology
cc: Tony Jeffries, Wilson Sonsini Goodrich & Rosati