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United States securities and exchange commission logo
June 23, 2022
Christopher Hulls
Chief Executive Officer
Life360, Inc.
539 Bryant Street, Suite 402
San Francisco, CA 94107
Re: Life360, Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed June 13, 2022
File No. 000-56424
Dear Mr. Hulls:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments. Unless we note otherwise, our
references to prior
comments are to comments in our May 23, 2022 letter.
Amendment No. 1 to Registration Statement on Form 10 Filed June 13, 2022
Life360 Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Factors Affecting Our Performance
Seasonality, page 91
1. Please clarify your
disclosure here and similar disclosures throughout your filing that
indicate that in the
three months ended December 31, 2021 and 2021, Tile generated
approximately 31% and
28%, respectively, of your fiscal year total revenue, as Tile did
not generate any of
your revenue until after it was acquired on January 5, 2022. Rather,
consider indicating how
Tile s revenue compares to your revenue.
Christopher Hulls
FirstName LastNameChristopher Hulls
Life360, Inc.
Comapany
June NameLife360, Inc.
23, 2022
June 23,
Page 2 2022 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 4. Revenue
Other Revenue
Data Revenue, page F-18
2. You indicate in your response to prior comment 10 that you recognize
revenue ratably
using a time-based measure over the life of the contract. However, you
state in your
revenue policy that you recognize the fees for data arrangements over
the term of the
agreement as the data is provided to the customer. Please clarify the
method used to
recognize revenue over time and cite the authoritative literature that
supports your
accounting. Explain and revise your disclosure to address how revenue
is recognized for
contracts with a fee based on average active monthly users and with a
minimum revenue
guarantee based on the size of your active user base.
Unaudited Pro Forma Condensed Combined Financial Data, page F-137
3. We reissue and clarify prior comment 13. You state, The historical
consolidated
financial data has been adjusted in the unaudited pro forma condensed
combined financial
data to give effect to pro forma events that are (1) directly
attributable to the Tile
Acquisition, (2) factually supportable, and (3) with respect to the
statement of operations,
expected to have a continuing impact on Tile. Tell us what
consideration was given to
the amendment to Article 11 of Regulation S-X issued in May 2020. In
this regard, please
revise considering that Rule 11-02 of Regulation S-X no longer
requires that adjustments
be directly attributable, factually supportable, and expected to have
a continuing impact.
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.
You may contact Melissa Walsh, Senior Staff Accountant, at (202)
551-3224 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
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Gregory Heibel