SEC Comment Letter 0000000000-24-004708 to GRAIL, LLC (GRAL) (CIK 0001699031) (GRAL)
GRAIL, LLC (GRAL) (CIK 0001699031)
Date: April 26, 2024 · CIK: 0001699031 · Accession: 0000000000-24-004708
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 26, 2024 Robert Ragusa Chief Executive Officer GRAIL, LLC 1525 O’Brien Drive Menlo Park, California 94025 Re:GRAIL, LLC Amendment No. 3 to Draft Registration Statement on Form 10-12B Submitted April 8, 2024 CIK No. 0001699031 Dear Robert Ragusa: We have reviewed your amended draft registration statement and have the following comment(s). 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 a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 28, 2024 letter. Amendment No. 3 to Draft Registration Statement on Form 10-12B Non-GAAP Financial Measures, page 196 1.We reissue prior comment 10. Based on your response, the transaction related compensation and payroll taxes appear to be normal, recurring operating expense since the underlying services performed by your employees were consistent with their normal roles and responsibilities. As such, we request that you discontinue including this adjustment in your non-GAAP measures for any period presented in accordance with Rule 100(b) of Regulation G as interpreted by Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022.
FirstName LastNameRobert Ragusa Comapany NameGRAIL, LLC April 26, 2024 Page 2 FirstName LastName Robert Ragusa GRAIL, LLC April 26, 2024 Page 2 Please contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Ross McAloon, Esq.
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United States securities and exchange commission logo
April 26, 2024
Robert Ragusa
Chief Executive Officer
GRAIL, LLC
1525 O’Brien Drive
Menlo Park, California 94025
Re:GRAIL, LLC
Amendment No. 3 to
Draft Registration Statement on Form 10-12B
Submitted April 8, 2024
CIK No. 0001699031
Dear Robert Ragusa:
We have reviewed your amended draft registration statement and have the following
comment(s).
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 28, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Non-GAAP Financial Measures, page 196
1.We reissue prior comment 10. Based on your response, the transaction related
compensation and payroll taxes appear to be normal, recurring operating expense since the
underlying services performed by your employees were consistent with their normal roles
and responsibilities. As such, we request that you discontinue including this adjustment in
your non-GAAP measures for any period presented in accordance with Rule 100(b) of
Regulation G as interpreted by Question 100.01 of the Non-GAAP Financial Measures
Compliance & Disclosure Interpretations, as updated December 13, 2022.
FirstName LastNameRobert Ragusa
Comapany NameGRAIL, LLC
April 26, 2024 Page 2
FirstName LastName
Robert Ragusa
GRAIL, LLC
April 26, 2024
Page 2
Please contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Ross McAloon, Esq.