View:
United States securities and exchange commission logo
September 7, 2021
Sytse Sijbrandij
Chief Executive Officer
Gitlab Inc.
268 Bush Street #350
San Francisco, CA 94104
Re: GitLab Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Filed August 20,
2021
CIK No. 0001653482
Dear Mr. Sijbrandij:
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 otherwise noted, where prior comments are referred to
they refer to our letter
dated August 13, 2021.
Amendment No. 1 to Draft Registration Statement
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 74
1. We note your response
to prior comment 7. Since your calculation of ARR and Dollar-
Base Net Retention Rate
includes self-managed license revenue, which is recognized
upfront, rather than
over time, it appears that these metrics are calculated based upon
annualized contract
value and not actual GAAP revenue. If true, please revise your
disclosure to more
fully describe the difference between how ARR is calculated compared
to how revenue is
calculated in accordance with GAAP (particularly for self-managed
licenses).
Alternatively, consider renaming this measure to more appropriately reflect
Sytse Sijbrandij
Gitlab Inc.
September 7, 2021
Page 2
what it represents.
Consolidated Financial Statements
17. Subsequent Events, page F-32
2. We note in your response to comment 14 that in the March 2021 and June
2021
valuations, you assigned a 25% weighting to the IPO scenario, a 15%
weighting to the
secondary transactions, and a 60% weighting to the going concern
scenario. We also note
from your December 2020 pre-filing correspondence that you were planning
your IPO at
that time and anticipated filing your initial confidential submission
during the 2021
calendar year. In light of that correspondence, your May 2021 discussions
with
underwriters and the initial filing date of your DRS, please explain how
you determined
that it was reasonable to apply only a 25% weighting to the IPO scenario.
Please also tell
us how you considered the likelihood of an IPO in your valuation of Mr.
Sijbrandij's
RSUs using the Monte Carlo valuation model.
General
3. We note your response to prior comment 15. Please expand the footnote on
the cover
page to state that stockholder communications can also be delivered to
the company's
agent for service of process.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameSytse Sijbrandij
Division of
Corporation Finance
Comapany NameGitlab Inc.
Office of Technology
September 7, 2021 Page 2
cc: Ryan Mitteness, Esq.
FirstName LastName