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United States securities and exchange commission logo
May 2, 2022
Anat Heller
Chief Financial Officer
Mobileye Holdings Inc.
Har Hotzvim, 13 Hartom Street
Jerusalem 9777513, Israel
Re: Mobileye Holdings
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 19,
2022
CIK No. 0001910139
Dear Ms. Heller:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
29, 2022 letter.
Draft Registration Statement Submitted April 19, 2022
Risk Factors
We depend on a limited number of Tier 1 customers and OEMs for a
substantial portion of our
revenue..., page 24
1. We note your response
to prior comment 8 that the Company does not believe the identity
of its largest Tier 1
customers is material to an understanding of its business taken as a
whole or necessary for
investors to make an informed decision. Given that each of your
three largest customers
have historically generated a material portion of your
revenue and the company
does not have long-term written agreements with those
customers, the identity
of the customers appears to be material information necessary for
investors to understand
the scope of the risk in the event that the customers discontinue or
Anat Heller
Mobileye Holdings Inc.
May 2, 2022
Page 2
are unable to continue their relationship with the company. Please
identify the customers
and revise the risk factor to disclose that the company has not
entered into written
agreements with the customers but rather provides its products to such
customers pursuant
to standard purchase orders. Disclose also that the purchase orders
and terms and
conditions do not require your largest Tier 1 customers to purchase
your solutions in any
quantity or at a certain price.
We are subject to risks related to trade..., page 38
2. You state that the sanctions and export controls imposed on Russia may
contribute to
higher oil and gas prices and inflation, which could reduce demand for
your
solutions. Please further disclose whether and how your business
segments, products, lines
of service, projects, or operations are materially impacted by supply
chain disruptions in
light of the conflict between Russia and Ukraine, specifically
regarding the
semiconductors needed for your EyeQ SoCs.
Unaudited Pro Forma Condensed Combined Financial Information, page 57
3. Please tell us how you considered whether any of the various
agreements disclosed on
pages 133-134 required pro forma adjustments to reflect the operations
and financial
position of Mobileye as an autonomous entity. Refer to Item
11-01(a)(7) and 11-
02(a)(6)(ii)of Regulation S-X.
Non-GAAP Financial Measures, page 66
4. To avoid giving undue prominence to your non-GAAP financial measures,
please move
this section so both the measures and your discussion of changes in,
and future expected
trends for, these measures follow the GAAP results of operations
discussion. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the non-GAAP
Compliance and
Disclosure Interpretations.
Executive
FirstNameand Director Compensation,
LastNameAnat Heller page 126
Comapany
5. NameMobileye
Please tell us whetherHoldings Inc.to file the employment agreement with
each of your
you intend
May 2,named executive
2022 Page 2 officers pursuant to Item 601(b)(10)(iii)(A) of
Regulation S-K.
FirstName LastName
Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany
May 2, 2022NameMobileye Holdings Inc.
May 2,
Page 3 2022 Page 3
FirstName LastName
You may contact Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Lauren
Pierce, Staff
Attorney, at (202) 551-6001 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: P. Michelle Gasaway