United States securities and exchange commission logo

                              February 16, 2021

       Alicia Dietzen
       General Counsel
       KnowBe4, Inc.
       33 N. Garden Avenue
       Clearwater, FL 33755

                                                        Re: KnowBe4, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
2, 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

             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. References to our prior comments refer to our letter dated
January 6, 2021.

       Amended Form S-1 filed February 2, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Key Factors Affecting Our Performance, page 58

   1.                                                   We note your revised
disclosure in response to prior comment 4 and the addition of
                                                        a dollar-based gross
retention rate metric. Please tell us and revise to disclose the dollar-
                                                        based gross and net
retention rates for each period presented, or further explain why you
                                                        believe providing
context for your ability to retain existing customers and
                                                        increase revenue across
your existing customer base, period over period, is not meaningful
                                                        to investors. In this
regard, it remains unclear how "routine renewals" and "steady
                                                        retention rates" are
evident by providing just a single point in time reference. Refer to
 Alicia Dietzen
KnowBe4, Inc.
February 16, 2021
Page 2
       SEC Release No. 33-10751.
2.     We note that you define ARR as the annualized value of all contractual
       agreements as of the end of the period. Please tell us whether
subscription fees allocated
       to downloadable content are included in your ARR calculations. If so,
revise your
       disclosures to clarify how ARR is calculated and what is meant by
"annualized value of
       all contractual subscription agreements." Describe how ARR differs from
GAAP revenue
       and specifically address the timing of revenue recognition related to
the downloadable
       content, if necessary. Lastly, tell us your historical renewal rates as
well as the renewal
       rates for each period that you present ARR information.
3.     You state in your response to prior comment 5 that the company expects
new customer
       acquisitions to drive the majority of your business growth in the near
term. However, we
       note from your revised disclosures on page 63 that only 11.6% of the
increase in revenue
       for fiscal 2019 was attributable new customer contracts. Please tell us
and revise to
       disclose the percentage increase in ARR attributable to new versus
existing customers.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13

4.     We note from your response to prior comment 11 the company believes that
       access to downloadable content represents a service. Please further
explain how you
       determined that a license to downloadable content (i.e. SCORM files) for
which revenue
       is recognized at a point in time is not a product. Alternatively, 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.
       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.

FirstName LastNameAlicia Dietzen
                                                             Division of
Corporation Finance
Comapany NameKnowBe4, Inc.
                                                             Office of
February 16, 2021 Page 2
cc:       Tony Jeffries, Wilson Sonsini Goodrich & Rosati
FirstName LastName