SEC Comment Letter 0000000000-24-002431 to Rubrik, Inc. (RBRK)
Rubrik, Inc.
Date: March 4, 2024 · CIK: 0001943896 · Accession: 0000000000-24-002431
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 4, 2024 Peter McGoff Chief Legal Officer Rubrik, Inc. 3495 Deer Creek Road Palo Alto, California 94304 Re:Rubrik, Inc. Amendment No. 5 to Draft Registration Statement on Form S-1 Submitted February 5, 2024 CIK No. 0001943896 Dear Peter McGoff: We have reviewed your amended draft registration statement and have the following comments. 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.
FirstName LastNamePeter McGoff Comapany NameRubrik, Inc. March 4, 2024 Page 2 FirstName LastName Peter McGoff Rubrik, Inc. March 4, 2024 Page 2 Amendment No. 5 to Draft Registration Statement on Form S-1 Prospectus Summary, page 1 1.We note recent publicity regarding a DOJ investigation of fraud allegations regarding a former employee at your Company. If material, please disclose the nature of the investigation, how the company became aware of the allegations, and the risks and uncertainties to your company. Explain whether this investigation was a factor in identifying a material weakness in your internal control over financial reporting. Business, page 115 2.We note your disclosure on page 129 and elsewhere that you offer Ruby, a generative AI companion to RSC that provides automated threat analytics and response. Please revise to provide a more complete discussion regarding the development and implementation of Ruby. As part of your disclosure, clarify how you iteratively developed its "generative AI capabilities," with specificity, including whether you developed the underlying software or if it was developed by another supplier. To the extent the AI model was not developed by you, clarify if it is an off-the-shelf AI program or a model provided by third parties or if they were pre-selected algorithms, AI models, or chatbots. Additionally, to the extent material, include a cross reference to risk factor disclosure discussing the operational, legal, and competitive risks to using AI. Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo 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
March 4, 2024
Peter McGoff
Chief Legal Officer
Rubrik, Inc.
3495 Deer Creek Road
Palo Alto, California 94304
Re:Rubrik, Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted February 5, 2024
CIK No. 0001943896
Dear Peter McGoff:
We have reviewed your amended draft registration statement and have the following
comments.
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.
FirstName LastNamePeter McGoff
Comapany NameRubrik, Inc.
March 4, 2024 Page 2
FirstName LastName
Peter McGoff
Rubrik, Inc.
March 4, 2024
Page 2
Amendment No. 5 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note recent publicity regarding a DOJ investigation of fraud allegations regarding a
former employee at your Company. If material, please disclose the nature of the
investigation, how the company became aware of the allegations, and the risks and
uncertainties to your company. Explain whether this investigation was a factor in
identifying a material weakness in your internal control over financial reporting.
Business, page 115
2.We note your disclosure on page 129 and elsewhere that you offer Ruby, a generative AI
companion to RSC that provides automated threat analytics and response. Please revise to
provide a more complete discussion regarding the development and implementation
of Ruby. As part of your disclosure, clarify how you iteratively developed its "generative
AI capabilities," with specificity, including whether you developed the underlying
software or if it was developed by another supplier. To the extent the AI model was not
developed by you, clarify if it is an off-the-shelf AI program or a model provided by third
parties or if they were pre-selected algorithms, AI models, or chatbots. Additionally, to the
extent material, include a cross reference to risk factor disclosure discussing
the operational, legal, and competitive risks to using AI.
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jon Avina