View:
United States securities and exchange commission logo
July 2, 2021
Veronica Gonzalez
General Counsel
Outbrain Inc.
222 Broadway, 19th Floor
New York, NY 10038
Re: Outbrain Inc.
Registration
Statement on Form S-1
Submitted June 29,
2021
File No. 333-257525
Dear Ms. Gonzalez:
We have reviewed your 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 June
11, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
June 17, 2021
Summary, page 1
1. We note your response
to prior comment 1. Please revise to disclose the most directly
comparable GAAP measure
with equal or greater prominence wherever Ex-TAC Gross
Profit, Adjusted EBITDA
of Ex-TAC Gross Profit and EBITDA as % of Ex-TAC Gross
Profits is disclosed or
discussed. For example, you should disclose gross profit whenever
Ex-TAC Gross Profit is
discussed and Net Income (Loss) of GAAP Gross Profit whenever
Adjusted EBITDA of
Ex-TAC Gross Profit is discussed. In addition, revise your
graphic disclosures to
include the most directly comparable GAAP measures with equal or
greater prominence to
YOY Ex-TAC Gross Profit Growth and Adjusted EBITDA of Ex-
TAC Gross Profit. We
refer you to Item 10(e)(1)(i)(A) of Regulation S-K and Question
Veronica Gonzalez
Outbrain Inc.
July 2, 2021
Page 2
102.10 of the CD&I on Non-GAAP Financial Measures.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 57
2. We note your response to prior comment 2. Please consider providing a
qualitative
discussion for the number of clicks or impressions and the cost-per-click
or cost-per-
impression for each period period presented to address underlying changes
that represent
trends. We refer you to Item 303(a) of Regulation S-K and Section III.D
of SEC Release
No. 33-6835. Tell us the underlying reasons for any trends associated
with the number of
clicks or impressions and the cost-per click or cost-per-impression.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact Folake
Ayoola, Senior
Counsel, at (2020 551-3673 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameVeronica Gonzalez
Division of
Corporation Finance
Comapany NameOutbrain Inc.
Office of Technology
July 2, 2021 Page 2
cc: Anna Pinedo
FirstName LastName