SEC – ‘UPLOAD’ from 3/9/21 re: Backblaze, Inc. – ‘TEXT-EXTRACT’

On:  Tuesday, 3/9/21, at 4:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-2831

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     31K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    13K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

March 9, 2021         

Gleb Budman                                                       
Chief Executive Officer                                           
Backblaze, Inc.                                                   
500 Ben Franklin Ct.                                              
San Mateo, CA 94401                                               

                                                   Re: Backblaze, Inc.
                                                          Draft Registration
Statement on Form S-1                                                           
                                                          Submitted February
10, 2021                                                                        
                                                          CIK No. 0001462056

Dear Mr. Budman:                                                  

           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                          

Key Business Metrics, page 56                                     

 1.                                                   You disclose that your
business and future success depends in part on your ability to add              
                                                    new customers and to
increase usage and adoption of your solutions with existing                     
                                                      customers. Please tell
us what consideration was given in disclosing the number of new                 
                                                      and existing customers
for the periods presented. We refer you to Section III.B of SEC                 
                                                    Release No. 33-8350.
Gleb Budman                                                                   
FirstName                                                                       
Backblaze, LastNameGleb Budman                                                  
Inc.                                                    
Comapany                                                                        
March      NameBackblaze, Inc.                                                  
9, 2021                                                           
March2 9, 2021 Page 2                                                           
Page                                                                            
FirstName LastName                                                              
Management's Discussion and Analysis of Financial Condition and Results of      
Operations                                                                      
Critical Accounting Policies and Estimates                                      
Revenue Recognition, page 65                                                    

2.       You disclose that revenue from consumption-based arrangements are      
recognized upon                                                                 
        invoice. Please clarify whether your invoice is within the same period
that the service                                                                
revenue was earned. That is, revenue is being recognized when 
determinable.                                                                   
3.       Please tell us how you concluded that your arrangements do not include 
a software                                                                      
     license. We refer you to ASC 985-605-55-119 to 55-125. In addition,
please tell us                                                                  
       whether you incur set up costs and charge an installation fee for new
customers.                                                                      
Common Stock Valuations, page 66                                                

4.       When your preliminary IPO price is known, please reconcile and explain 
the differences                                                                 
      between the fair values of the underlying equity interest determined
on each grant date,                                                             
        including the difference between the most recent grant date fair value
and the midpoint of                                                             
    your offering range. Describe the objective evidence that supports
your determination of                                                           
   the fair value of the underlying equity interest at each grant or
issue date. Please provide                                                      
   this analysis for the one year period preceding the filing of the
draft registration                                                              
   statement. In addition, your disclosure should fully describe the
assumptions utilized at                                                         
    the IPO valuation date that are significantly different than those
used in the most recent                                                         
valuation.                                                    
Principal Stockholders, page 101                                                

5.       Please disclose the natural person or persons who exercise the voting  
and/or                                                                          
dispositive powers with respect to the securities owned by TMT
Investments PLC.                                                                
Description of Capital Stock                                                    
Choice of Forum, page 108                                                       

6.       Please disclose whether the exclusive forum provision in your          
certificate of incorporation                                                    
        applies to actions arising under the Securities Act. Section 22 of the
Securities Act creates                                                          
     concurrent jurisdiction for federal and state courts over all suits
brought to enforce any                                                          
  duty or liability created by the Securities Act or the rules and
regulations thereunder. If                                                      
the provision applies to Securities Act claims, please clearly
describe the provision in your                                                  
       disclosure including any risks to investors related to the provision.
Please also state that                                                          
there is uncertainty as to whether a court would enforce such 
provision and that investors                                                    
        cannot waive compliance with the federal securities laws and the rules
and regulations                                                                 
thereunder.                                                   
Gleb Budman                                                                   
Backblaze, Inc.                                                                 
March 9, 2021                                                                   
Page 3                                                                          
General                                                                         

7.    Please supplementally provide us with 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,                                                              
present to potential investors in reliance on Section 5(d) of the   
Securities Act, whether or                                                      
not they retain copies of the communications.                       
You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 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        
Michael C.                                                                      
Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at  
(202) 551-                                                                      
3453 with any other questions.                                                  

                                                  Sincerely,
FirstName LastNameGleb Budman                                                   
                                                   Division of
Corporation Finance                                                             
Comapany NameBackblaze, Inc.                                                    
                                                 Office of
Technology                                                                      
March 9, 2021 Page 3                                                            
cc:       Bennett L. Yee                                                        
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		3/9/21		UPLOAD
		2/10/21		DRS,  UPLOAD
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