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United States securities and exchange commission logo
October 13, 2020
Rajeev K. Goel
Chief Executive Officer
PubMatic, Inc.
3 Lagoon Drive, Suite 180
Redwood City, California 94065
Re: PubMatic, Inc.
Draft Registration
Statement on Form S-1
Submitted September
16, 2020
CIK No. 0001422930
Dear Mr. Goel:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary
Implications of Being an Emerging Growth Company, page 7
1. You disclose that you
have elected to take advantage of the extended transition period for
complying with new or
revised accounting standards; however, on the cover page you
have checked the box
indicating that you are electing not to use the extended transition
period. Please revise
the cover page accordingly.
Rajeev K. Goel
FirstName LastNameRajeev K. Goel
PubMatic, Inc.
Comapany
October 13,NamePubMatic,
2020 Inc.
October
Page 2 13, 2020 Page 2
FirstName LastName
Risk Factors
"Our business depends on our ability to maintain and expand access to valuable
ad
impressions...", page 15
2. You disclose that for the six months ended June 30, 2020, over 20% of
your revenue was
derived from ad impressions sold on your platform from your largest
publisher, Verizon
Media Group. Please revise this risk factor to discuss the material
terms of your agreement
with Verizon Media Group. Specifically, disclose that the agreement
automatically
renews for successive one-year terms and may be terminated by either
party upon 60 days
written notice, and that either party may terminate the agreement for
convenience
immediately upon prior written notice.
"Our business depends on our ability to maintain and expand access to spend
from buyers...",
page 15
3. Please revise this risk factor to disclose the portion of ad
impressions purchased on your
platform by each of The Trade Desk and Google DV360 for the periods
covered by your
financial statements. Also, briefly discuss the material terms of your
agreements with
those demand side platforms, including that either party may terminate
the agreements
upon 30 days written notice.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 65
4. Disclosures in MD&A and elsewhere in your filing suggest that certain
metrics are useful
when assessing the company's performance. Please tell us what
consideration was given
to quantifying and discussing the changes in the number of ad
impressions processed
through your platform, the number of advertisers per month reached and
the revenue per
impression processed. We refer you to Item 303(a)(3) of Regulation S-K
and Section
III.B.1 of SEC Release No. 33-8350.
Business
Our Market Opportunity, page 78
5. We note your disclosure that the information regarding your market
opportunity is based
on a 2020 study conducted by Magna Global USA, which you commissioned.
Please file
a consent from Magna as an exhibit to the registration statement or
tell us why it is not
required. Refer to Rule 436 of Regulation C and Section 7 of the
Securities Act.
Facilities, page 93
6. Please file your material leases as exhibits to your registration
statement. Refer to Item
601(b)(10)(ii)(D) of Regulation S-K.
Rajeev K. Goel
FirstName LastNameRajeev K. Goel
PubMatic, Inc.
Comapany
October 13,NamePubMatic,
2020 Inc.
October
Page 3 13, 2020 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 11 Stock Option Plans, page F-22
7. Please provide us with a breakdown of all stock-based compensation
awards granted in
2020 and the fair value of the underlying common stock used to value
such awards. To the
extent there were any significant fluctuations in the fair values from
period-to-period,
please describe for us the factors that contributed to these
fluctuations, including any
intervening events within the company or changes in your valuation
assumptions or
methodology. Please continue to update this analysis through
effectiveness of the
registration statement.
Note 12 Net Income Per Share and Unaudited Pro Forma Net Income Per Share
Attributable to
Common Stockholders, page F-24
8. Please revise page F-25 to disclose the correct calculation of pro
forma weighted-average
shares outstanding diluted. In this regard, the reconciliation
does not appear to
include pro forma weighted-average shares outstanding basic.
General
9. Please supplementally provide us with copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
whether or not they retain copies of the communications.
You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at
(202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Nicolas Dumont