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United States securities and exchange commission logo
March 24, 2021
Michael Hansen
Chief Executive Officer
Alkami Technology, Inc.
5601 Granite Parkway, Suite 120
Plano, TX 75024
Re: Alkami Technology,
Inc.
Registration
Statement on Form S-1
Filed March 10,
2021
File No. 333-254108
Dear Mr. Hansen:
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.
Registration Statement on Form S-1
Graphics, page i
1. Balance your
presentation of selected financial information by including equally
prominent disclosure of
your increasing net loss position over the last three years. In
addition, please
confirm that all the individuals providing testimonials have consented to
the inclusion of their
testimonials in your filing.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 17. Subsequent Events, page F-34
2. Your response dated
March 22, 2021 indicates that you issued 2.7 million options
subsequent to December
31, 2020. Considering the proximity of these issuances to the
Michael Hansen
Alkami Technology, Inc.
March 24, 2021
Page 2
date your preliminary price range was determined tell us how you
considered using the
preliminary price range as a factor in determining the fair value of your
common stock on
these issuance dates. In this regard, please quantify factors that
supports the significant
difference between the 2021 grants valuation and the Preliminary Assumed
IPO price.
Tell us whether changes in revenue and operating results supports this
significant increase
in valuation within a short time frame. In addition, clarify whether
additional disclosure is
warranted since it appears that the rapid changes in valuation of your
shares of ordinary
shares was not solely attributable to changes in your financial condition
or results of
operations.
Exhibits
3. Please revise Exhibits 3.2 and 3.4 to clarify that the exclusive forum
provision does not
apply to claims under the Exchange Act.
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 Laura Veator, Staff Accountant, at (202) 551-3716 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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameMichael Hansen
Division of
Corporation Finance
Comapany NameAlkami Technology, Inc.
Office of
Technology
March 24, 2021 Page 2
cc: Kathleen M. Wells, Esq.
FirstName LastName