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United States securities and exchange commission logo
September 6, 2022
Anat Heller
Chief Financial Officer
Mobileye Holdings Inc.
Har Hotzvim, 13 Hartom Street
Jerusalem 9777513, Israel
Re: Mobileye Holdings
Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted August
22, 2022
CIK No. 0001910139
Dear Ms. Heller:
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 we note otherwise, our references to prior comments are
to comments in our
July 12, 2022 letter.
Draft Registration Statement Submitted on August 22, 2022
Prospectus Summary, page 1
1. You state that during
the first half of 2022, you shipped approximately 16 million SoCs.
Considering the
significance of SoCs to your total revenue, coupled with the supply
constraints related to
chips, please revise throughout the filing to also disclose the number
of SoC's shipped for
each period presented to add context to this disclosure.
Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany 6,
September NameMobileye
2022 Holdings Inc.
September
Page 2 6, 2022 Page 2
FirstName LastName
Prospectus Summary
Relationship with Intel, page 9
2. Please revise to highlight the key provisions relating to your ongoing
relationship with
Intel pursuant to the Master Transaction Agreement, including the
material terms of any
agreements related to the conduct of this offering and future
transactions. Disclose that
you will grant Intel a continuing right to purchase from the company
such number of
shares of Class A common stock or Class B common stock as is necessary
for Intel to
maintain an aggregate ownership of your common stock representing at
least 80.1% of
your common stock outstanding following the completion of this
offering. Also disclose
that the Master Transaction Agreement provides that you will cooperate
with Intel to
accomplish a distribution by Intel of your common stock to Intel
stockholders and that
Intel will determine, in its sole and absolute discretion, whether to
proceed with all or part
of the distribution, the date of the distribution and the form,
structure and all other terms
of any transaction to effect the distribution, if at all.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 67
3. We note that you removed the pro forma adjustment for the settlement
of the related party
loan in connection with the legal purchase of Moovit entities. Your
disclosures on page
F-48 indicate that the $900 million is payable in cash to Intel and
presented within related
party payable. Please clarify whether final settlement has been paid.
If not, tell us how
and when such amount will be settled. To the extent final settlement
relates to either the
Reorganization or Offering transactions, revise as necessary to
reflect this transaction
in your pro forma financial statements or explain.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Six months ended July 2, 2022 and June 26, 2021, page 79
4. Your discussion appears to attribute the decrease in gross margin for
the first half of fiscal
2022 to the sale of SuperVision with greater hardware content. On page
23 and 73 you
indicate that as a result of the global semiconductor shortage and
inflationary pressures,
you have experienced, continue to experience and expect to experience
in 2023, increases
in the cost of your EyeQ SoCs. You further state that while you are
seeking to adjust
prices charged to your customers, you anticipate your gross margin
will decrease, as least
in the short term. Please tell us, and revise your disclosures as
necessary, to clarify how
the semiconductor shortage and inflationary pressures impacted your
gross margins for the
first half of fiscal 2022.
You may contact 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
Anat Heller
Mobileye Holdings Inc.
September 6, 2022
Page 3
(202) 551-3453 with any other questions.
Sincerely,
FirstName LastNameAnat Heller
Division of Corporation Finance
Comapany NameMobileye Holdings Inc.
Office of Technology
September 6, 2022 Page 3
cc: P. Michelle Gasaway
FirstName LastName