SEC Comment Letter 0000000000-23-007722 to Klaviyo, Inc. (KVYO) (CIK 0001835830) (KVYO)
Klaviyo, Inc. (KVYO) (CIK 0001835830)
Date: July 20, 2023 · CIK: 0001835830 · Accession: 0000000000-23-007722
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo July 20, 2023 Andrew Bialecki Chief Executive Officer Klaviyo, Inc. 125 Summer Street 6th Floor Boston, MA 02110 Re:Klaviyo, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted July 7, 2023 CIK No. 0001835830 Dear Andrew Bialecki: 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 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. Unless we note otherwise, our references to prior comments are to comments in our June 9, 2023 letter. Amendment No. 1 to Draft Registration Statement on Form S-1 submitted July 7, 2023 Business Other Technology Partnerships, page 112 1.We note that your discussion of technology partnerships highlights several specific companies as partners. Please supplementally provide us with a description of these relationships, including whether there are any existing agreements with the named companies. To the extent any of these agreements are material, please summarize its terms and file it as an exhibit. Refer to Item 601 of Regulation S-K.
FirstName LastNameAndrew Bialecki Comapany NameKlaviyo, Inc. July 20, 2023 Page 2 FirstName LastName Andrew Bialecki Klaviyo, Inc. July 20, 2023 Page 2 Note 2. Summary of Significant Accounting Policies Shopify Collaboration Agreement, page F-9 2.We note your response to prior comment 16. Please revise your note, and other disclosures as appropriate, explaining the customer acquisition and marketing services Shopify is providing, describing the calculation of the amounts payable for each of the Shopify Core Revenue Share and Shopify Plus Integration payment methods, and clarifying that Shopify is neither a reseller or distributor of your platform nor a provider of services on your behalf under the revenue sharing agreement. You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Bradley Weber
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United States securities and exchange commission logo
July 20, 2023
Andrew Bialecki
Chief Executive Officer
Klaviyo, Inc.
125 Summer Street
6th Floor
Boston, MA 02110
Re:Klaviyo, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 7, 2023
CIK No. 0001835830
Dear Andrew Bialecki:
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 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. Unless we note otherwise, our references to prior comments are to comments in our
June 9, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted July 7, 2023
Business
Other Technology Partnerships, page 112
1.We note that your discussion of technology partnerships highlights several specific
companies as partners. Please supplementally provide us with a description of these
relationships, including whether there are any existing agreements with the named
companies. To the extent any of these agreements are material, please summarize its terms
and file it as an exhibit. Refer to Item 601 of Regulation S-K.
FirstName LastNameAndrew Bialecki
Comapany NameKlaviyo, Inc.
July 20, 2023 Page 2
FirstName LastName
Andrew Bialecki
Klaviyo, Inc.
July 20, 2023
Page 2
Note 2. Summary of Significant Accounting Policies
Shopify Collaboration Agreement, page F-9
2.We note your response to prior comment 16. Please revise your note, and other
disclosures as appropriate, explaining the customer acquisition and marketing services
Shopify is providing, describing the calculation of the amounts payable for each of the
Shopify Core Revenue Share and Shopify Plus Integration payment methods, and
clarifying that Shopify is neither a reseller or distributor of your platform nor a provider of
services on your behalf under the revenue sharing agreement.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Bradley Weber