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United States securities and exchange commission logo
March 9, 2021
Gleb Budman
Chief Executive Officer
Backblaze, Inc.
500 Ben Franklin Ct.
San Mateo, CA 94401
Re: Backblaze, Inc.
Draft Registration
Statement on Form S-1
Submitted February
10, 2021
CIK No. 0001462056
Dear Mr. Budman:
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
Key Business Metrics, page 56
1. You disclose that your
business and future success depends in part on your ability to add
new customers and to
increase usage and adoption of your solutions with existing
customers. Please tell
us what consideration was given in disclosing the number of new
and existing customers
for the periods presented. We refer you to Section III.B of SEC
Release No. 33-8350.
Gleb Budman
FirstName
Backblaze, LastNameGleb Budman
Inc.
Comapany
March NameBackblaze, Inc.
9, 2021
March2 9, 2021 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Revenue Recognition, page 65
2. You disclose that revenue from consumption-based arrangements are
recognized upon
invoice. Please clarify whether your invoice is within the same period
that the service
revenue was earned. That is, revenue is being recognized when
determinable.
3. Please tell us how you concluded that your arrangements do not include
a software
license. We refer you to ASC 985-605-55-119 to 55-125. In addition,
please tell us
whether you incur set up costs and charge an installation fee for new
customers.
Common Stock Valuations, page 66
4. When your preliminary IPO price is known, please reconcile and explain
the differences
between the fair values of the underlying equity interest determined
on each grant date,
including the difference between the most recent grant date fair value
and the midpoint of
your offering range. Describe the objective evidence that supports
your determination of
the fair value of the underlying equity interest at each grant or
issue date. Please provide
this analysis for the one year period preceding the filing of the
draft registration
statement. In addition, your disclosure should fully describe the
assumptions utilized at
the IPO valuation date that are significantly different than those
used in the most recent
valuation.
Principal Stockholders, page 101
5. Please disclose the natural person or persons who exercise the voting
and/or
dispositive powers with respect to the securities owned by TMT
Investments PLC.
Description of Capital Stock
Choice of Forum, page 108
6. Please disclose whether the exclusive forum provision in your
certificate of incorporation
applies to actions arising under the Securities Act. Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder. If
the provision applies to Securities Act claims, please clearly
describe the provision in your
disclosure including any risks to investors related to the provision.
Please also state that
there is uncertainty as to whether a court would enforce such
provision and that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder.
Gleb Budman
Backblaze, Inc.
March 9, 2021
Page 3
General
7. 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 Amanda Kim, 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
Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at
(202) 551-
3453 with any other questions.
Sincerely,
FirstName LastNameGleb Budman
Division of
Corporation Finance
Comapany NameBackblaze, Inc.
Office of
Technology
March 9, 2021 Page 3
cc: Bennett L. Yee
FirstName LastName