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United States securities and exchange commission logo
July 8, 2021
K. Charles Janac
Chief Executive Officer
Arteris, Inc.
595 Millich Dr. Suite 200
Campbell, CA 95008
Re: Arteris, Inc.
Draft Registration
Statement on Form S-1
Submitted June 11,
2021
CIK 0001667011
Dear Mr. Janac:
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 on Form S-1 filed June 11, 2021
Summary, page 1
1. We note your disclosure
on page 62 that in recent periods you have structured certain
agreements with
customers that include substantial up front licensing payments. Please
reflect this
information in your summary.
2. We note your disclosure
that in 2020 you incurred a net loss of $3.3 million. Please
disclose, if true, that
you expect to incur further losses in the short term. In that regard,
we note your disclosure
on page 70.
We will lose sales if we are unable to obtain government authorization
to export certain of our
products, page 38
K. Charles Janac
FirstName
Arteris, Inc.LastNameK. Charles Janac
Comapany
July 8, 2021NameArteris, Inc.
July 8,2 2021 Page 2
Page
FirstName LastName
3. Please elaborate on the potential consequences related to your
business transactions with
Bada and HiSilicon. Please also disclose the remedial measures that
you have adopted.
Our Post-IPO Certificate of Incorporation provides that the Court of Chancery
of the State of
Delaware, page 47
4. Please ensure that your disclosure regarding the scope of your
exclusive forum provisions
is consistent with your disclosures on page 120.
Unaudited Pro Forma Combined Financial Information For Magillem, page 57
5. We note that the unaudited pro forma combined statement of income
(loss) for the year
ended December 31, 2020, is derived from the historical consolidated
statement of income
(loss) of the Company for the year ended December 31, 2020 and the
historical statement
of operations of Magillem for the period of January 1, 2020 through
November 30, 2020,
and gives effect to the Acquisition as if it had occurred on January
1, 2020. We further
note you have included audited financial statements for Magillem for
the year ended June
30, 2020 in this S-1 filing. Please revise your pro forma disclosure
to clarify that
Magillem's fiscal year end is June 30 and explain how your
presentation complies
with 11-02(c)(3) of Regulation S-X.
6. Regarding Footnote 3(a) on page 59, please revise your filing to
provide a more
comprehensive explanation of how the adjustment was calculated.
7. In reference to Footnote 3(c) on page 60, please explain why your
adjustment appears to
be adding additional transaction costs in the pro forma income
statement rather than
removing the incremental non-recurring transaction costs related to
the acquisition which
are reflected in the historical income statement.
Non-U.S. GAAP Financial Measures, page 66
8. We note your reconciliation of Net Income and EPS on page 67. Please
revise the lines
"Non-U.S. net income (loss)" and "Non-U.S. EPS" to specifically
identify these items as
Non-GAAP net income and Non-GAAP EPS.
Report of Independent Registered Public Accounting Firm, page F-2
9. We note Arteris was formed in 2004 and the current auditor was engaged
in 2020. Please
confirm that Arteris did not change auditors during its two most
recent fiscal years or
subsequent interim period; alternatively, please provide the
disclosures required by Item
304 of Regulation S-K, including a letter from the former auditors,
filed as an exhibit to
the registration statement.
Arteris Inc. and Subsidiaries - Notes to the Consolidated Financial Statements
8. Acquisition, page F-22
K. Charles Janac
Arteris, Inc.
July 8, 2021
Page 3
10. Please disclose the amounts of revenue and earnings of Magillem since
the acquisition
date included in the consolidated income statement for the December
31, 2020 reporting
period. Refer to ASC Topic 805-10-50-2h1.
General
11. We note that you intend to provide current financial information in a
future amendment.
Please be advised that we will need sufficient time to review this
information and may
have additional comments when this information is provided.
You may contact Mindy Hooker at 202-551-3732 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameK. Charles Janac Sincerely,
Comapany NameArteris, Inc.
Division of
Corporation Finance
July 8, 2021 Page 3 Office of
Manufacturing
FirstName LastName