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United States securities and exchange commission logo
March 29, 2022
Anat Heller
Chief Financial Officer
Mobileye Holdings Inc.
Har Hotzvim, 13 Hartom Street
Jerusalem 9777513, Israel
Re: Mobileye Holdings
Inc.
Draft Registration
Statement on Form S-1
Submitted March 2,
2022
CIK No. 0001910139
Dear Mr. Heller:
We have reviewed your 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.
Draft Registration Statement submitted on Form S-1
Cover Page
1. Please identify Intel
Corp. as the affiliate that will hold the Dividend Note that you will be
repaying with some of
the proceeds from this offering.
Prospectus Summary, page 1
2. Given that you are a
holding company, please include an organizational chart depicting
the ownership structure
of the company after the reorganization.
Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany
March NameMobileye Holdings Inc.
29, 2022
March2 29, 2022 Page 2
Page
FirstName LastName
Relationship with Intel, page 8
3. Please identify the directors who will serve as both directors of the
company and in senior
management roles at Intel.
The Offering, page 12
4. We note the number of common shares to be outstanding immediately
after this offering
excludes shares of Class A common stock issuable upon vesting of
restricted stock awards
to be issued under your equity incentive plan in connection with the
completion of the
offering. Please clarify why these shares are excluded. For example,
disclose if
they relate to grants already made that have not yet satisfied the
time based vesting criteria
or the new Mobileye plan to be established in connection with the IPO.
If you will issue
restricted stock awards in connection with the IPO, please revise to
disclose the number of
shares to be granted, an estimate of the expected expense and provide
disclosure of such
grants in your subsequent events footnote, if applicable, pursuant to
ASC 855-10-50-2.
Summary Historical Combined Financial and Other Data, page 15
5. We note your presentation of pro forma balance sheet information to
reflect the Dividend
distribution and the issuance of the Dividend Note. Please tell us how
you considered the
need to present pro forma information for other actions to be taken in
your
reorganization. For example, the Dividend Note appears to be interest
bearing and you
disclose that you will legally purchase the equity interests of Moovit
from Intel and enter
into an asset purchase agreement with Intel.
6. Please clarify why you have included disclosure of earnings per share.
In this regard, we
note you have not presented net loss per share in your audited
financial statements
because you did not operate as a separate legal entity with your own
capital structure
during the periods presented therein. If you intend to present a pro
forma measure of
earnings per share, please revise to label this as pro forma and
provide footnotes
explaining the purpose of the pro forma presentation. If there is more
than one item
included, please reconcile the numerator and denominator of your
earnings per share
measure. Refer to Article 11-02(a)(1) of Regulation S-X.
Risk Factors
We depend on STMicroelectronics to manufacture..., page 18
7. Please expand this risk factor to discuss the uncertainties and
challenges relating to your
reliance on Intel for the fabrication of silicon-photonics used in
your FMCW LiDAR.
Discuss the material terms of any agreements with Intel regarding the
fabrication,
including the termination provisions. File the manufacturing
agreements with
STMicroelectronics, Quanta Computer Incorporated, and Intel as
exhibits. See Item
601(b)(10) of Regulation S-K
Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany
March NameMobileye Holdings Inc.
29, 2022
March3 29, 2022 Page 3
Page
FirstName LastName
We depend on a limited number of Tier 1 customers..., page 22
8. For your largest Tier 1 customers that accounted for 35%, 19%, and 17%
of your revenue
in 2021, please identify the customers, summarize the material terms
of your material
agreements with these customers, and tell us what consideration you
have given to filing
any material agreements you have with these customers.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 57
9. You disclose that you believe your non-GAAP measures may be helpful to
investors because they allow for greater transparency with respect to
key metrics used by
management in operating your business. Please revise your disclosure
to more fully
explain how your non-GAAP measures allow for transparency and why that
is useful to
investors. Also, revise to identify and disclose the key metrics used
by management,
including those referenced in this disclosure. Refer to SEC Release
No. 33-10751.
10. You state that you exclude amortization of your acquisition-related
intangible assets as
you believe such adjustment facilitates a useful evaluation of your
current operating
performance, a comparison to your past operating performance and
provides investors
with additional means to evaluate cost and expense trends. Please
further revise to clarify
that while you are excluding the amortization expense related to
acquired intangible
assets, your non-GAAP measures include revenue generated, in part, by
such intangible
assets. Also, revise to further explain why presenting non-GAAP
measures of gross profit
and margins excluding such costs is useful to investors.
Adjusted Net Income, page 59
11. Please tell us, and revise to clearly explain, how you determine the
income tax effects for
your measure of adjusted net income. Refer to Question 102.11 of the
Non-GAAP
Compliance and Disclosure Interpretations.
Results of Operations, page 64
12. Throughout your results of operations, you attribute a portion of the
change in various
operating expenses to increases in headcount. Please revise to
quantify the
comparative headcount information to support the fluctuations in the
impacted
expenses. Refer to Item 303(b) of Regulation S-K.
Critical Accounting Policies and Estimates
Goodwill, page 70
13. Please tell us which reporting unit you performed a quantitative
impairment test for during
fiscal 2021 and the amount of goodwill allocated to such unit. Also,
revise here to
disclose whether your reporting unit is at risk of failing the
quantitative impairment test or
that the fair value of your reporting unit is substantially in excess
of carrying value and is
Anat Heller
Mobileye Holdings Inc.
March 29, 2022
Page 4
not at risk of failing. If your reporting unit is at risk of failing,
you should disclose:
the percentage by which fair value exceeded carrying value at the
date of the most
recent test;
the amount of goodwill allocated to the reporting unit;
a more detailed description of the methods and key assumptions
used and how the
key assumptions were determined;
a discussion of the degree of uncertainty associated with the
assumptions; and
a description of potential events and/or changes in circumstances
that could
reasonably be expected to negatively affect the key assumptions.
Business
Our End-to-End ADAS and AV Solutions, page 82
14. Please tell us, and revise to disclose if material, the percentage of
revenue derived from
each of your commercially deployed solutions. Refer to Item 101(c) of
Regulation S-K.
Regulation and Ratings, page 97
15. You state that the patchwork of U.S. state restrictions on autonomous
vehicles increases
the legal complexity of deploying your solutions. If material, please
discuss the short and
long term plans you have made, if any, to navigate these restrictions
and the extent to
which failure to liberalize current regulations would have a
significant impact on the
demand for your solutions.
Certain Relationships and Related Party Transactions, page 107
16. Please disclose whether you have an agreement with Intel regarding the
composition of
your board of directors, aside from Intel's control of a majority of
voting power. Also,
discuss the material terms of the Stockholders Agreement between the
company and Intel
that you intend to file as an exhibit.
Combined Financial Statements
Note 2. Significant Accounting Policies
Concentration of credit risk, page F-16
17. We note that three customers comprise 35%, 19% and 17% of your revenue.
Please tell
FirstName LastNameAnat Heller
us whether you have similar concentrations present in your accounts
receivable balance. If
Comapany NameMobileye
so, revise to include Holdings Inc.of concentration of credit risk
separately for
a discussion
March each customer
29, 2022 Page 4pursuant to ASC 275-10-50-18(a).
FirstName LastName
Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany
March NameMobileye Holdings Inc.
29, 2022
March5 29, 2022 Page 5
Page
FirstName LastName
General
18. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications.
You may contact Rebekah Lindsey, 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) 551-3887 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