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United States securities and exchange commission logo
November 5, 2021
Gleb Budman
Chief Executive Officer
Backblaze, Inc.
500 Ben Franklin Ct.
San Mateo, CA 94401
Re: Backblaze, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed November 2,
2021
File No. 333-260333
Dear Mr. Budman:
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.
Amendment No. 1 to Form S-1
Prospectus Summary
Recent Developments, page 9
1. We note your statement
that your additional items that would require adjustments to be
made to the preliminary
estimated financial information presented...may be identified, and
those changes could be
material. If you choose to disclose preliminary results, you
should be able to
assert that the actual results are not expected to differ materially from
that reflected in the
preliminary results. Accordingly, please remove this statement, as it
implies that investors
should not rely on the information presented.
Gleb Budman
FirstName
Backblaze, LastNameGleb Budman
Inc.
Comapany 5,
November NameBackblaze,
2021 Inc.
November
Page 2 5, 2021 Page 2
FirstName LastName
The Offering, page 14
2. On page 16, you disclose that the number of shares of Class A common
stock that will be
outstanding after this offering excludes the shares of Class A common
stock issuable upon
conversion of the convertible notes from the SAFE financing. Please
include these Class
A shares in the number of shares of Class A common stock outstanding
after the offering.
Principal Stockholders, page 130
3. You disclose in the introductory paragraph to the beneficial ownership
table that, for
purposes of computing percentage ownership after the offering, you
assume that the
automatic conversion of the convertible notes from the SAFE financing
into Class A
common stock has not occurred. Please revise the beneficial ownership
table to include
these Class A shares.
4. Please revise the beneficial ownership table to provide beneficial
ownership for both the
Class A common stock and the Class B common stock that will be
outstanding after the
offering. Refer to Regulation S-K Item 403(a), which requires
disclosure of beneficial
ownership by persons who beneficially own more than five percent of
any class of a
registrant's voting securities, and Item 403(b), which requires
disclosure of beneficial
ownership as to each class of equity securities of a registrant
beneficially owned by
directors and named executive officers.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
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
Kathleen
Krebs, Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at
(202) 551-3453
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Bennett L. Yee, Esq.