SEC Comment Letter 0000000000-23-006591 to Rubrik, Inc. (RBRK)
Rubrik, Inc.
Date: June 20, 2023 · CIK: 0001943896 · Accession: 0000000000-23-006591
AI Filing Summary & Sentiment
Referenced dates: November 10, 2022
Letter
United States securities and exchange commission logo June 20, 2023 Peter McGoff Chief Legal Officer Rubrik, Inc. 3495 Deer Creek Road Palo Alto, California 94304 Re:Rubrik, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted June 2, 2023 CIK No. 0001943896 Dear Peter McGoff: 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.
FirstName LastNamePeter McGoff Comapany NameRubrik, Inc. June 20, 2023 Page 2 FirstName LastName Peter McGoff Rubrik, Inc. June 20, 2023 Page 2 Amendment No. 3 to Draft Registration Statement on Form S-1 Summary of Significant Accounting Policies Revenue recognition Judgments, page F-10 1.We note your revised disclosure in response to prior comment 16 in our letter dated November 10, 2022. Please clarify whether the offering of "the subscription credits for RSC to qualified customers with Refresh Rights in exchange for relinquishing their existing rights to next-generation Rubrik-branded Appliances at no cost" qualifies as a contract modification. You also disclose that "The subscription credits resulted in a significant increase in the value of the existing material rights". We refer you to ASC 606-10-25-10. Please provide your accounting analysis with citations to accounting literature that supports your conclusion. In addition, tell us what consideration you gave to disclosing the impact of the subscription credits. We refer you to ASC 606-10-50-10(b). Note 10. Stockholders Deficit and Common Stock, page F-26 2.Please tell us and disclose, if material, whether any equity-based awards, including grants of options to purchase stock and restricted stock units, have been issued subsequent to year ended January 31, 2023. If so, compare the valuation used for those issuance to the estimated price range of this offering. We also refer you to ASC 260-10-50-2. You may contact Becky Chow, Senior Staff Accountant, at 202-551-6524 or Stephen Krikorian, Senior Staff Accountant, at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray, Staff Attorney, at 202-551-6356 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jon Avina
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United States securities and exchange commission logo
June 20, 2023
Peter McGoff
Chief Legal Officer
Rubrik, Inc.
3495 Deer Creek Road
Palo Alto, California 94304
Re:Rubrik, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted June 2, 2023
CIK No. 0001943896
Dear Peter McGoff:
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.
FirstName LastNamePeter McGoff
Comapany NameRubrik, Inc.
June 20, 2023 Page 2
FirstName LastName
Peter McGoff
Rubrik, Inc.
June 20, 2023
Page 2
Amendment No. 3 to Draft Registration Statement on Form S-1
Summary of Significant Accounting Policies
Revenue recognition
Judgments, page F-10
1.We note your revised disclosure in response to prior comment 16 in our letter dated
November 10, 2022. Please clarify whether the offering of "the subscription credits for
RSC to qualified customers with Refresh Rights in exchange for relinquishing their
existing rights to next-generation Rubrik-branded Appliances at no cost" qualifies as a
contract modification. You also disclose that "The subscription credits resulted in a
significant increase in the value of the existing material rights". We refer you to ASC
606-10-25-10. Please provide your accounting analysis with citations to accounting
literature that supports your conclusion. In addition, tell us what consideration you gave to
disclosing the impact of the subscription credits. We refer you to ASC 606-10-50-10(b).
Note 10. Stockholders Deficit and Common Stock, page F-26
2.Please tell us and disclose, if material, whether any equity-based awards, including grants
of options to purchase stock and restricted stock units, have been issued subsequent to
year ended January 31, 2023. If so, compare the valuation used for those issuance to the
estimated price range of this offering. We also refer you to ASC 260-10-50-2.
You may contact Becky Chow, Senior Staff Accountant, at 202-551-6524 or Stephen
Krikorian, Senior Staff Accountant, at 202-551-3488 if you have questions regarding comments
on the financial statements and related matters. Please contact Mariam Mansaray, Staff Attorney,
at 202-551-6356 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jon Avina