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United States securities and exchange commission logo
May 23, 2022
Christopher Hulls
Chief Executive Officer
Life360, Inc.
539 Bryant Street, Suite 402
San Francisco, CA 94107
Re: Life360, Inc.
Registration
Statement on Form 10-12G
Filed April 26,
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.
Form 10-12G filed April 26, 2022
Business
Overview, page 1
1. We note your disclosure
that Life360 has approximately 66% market share of the family
safety and location
sharing app market based on revenue. Please clarify if this refers to
market share in the
United States or globally.
Our Products, page 8
2. We note that you
generated approximately 23% of your revenue for the year ended
December 31, 2021
through the sale of data insights from your member base and the sale
of third-party products
and services, including through targeted ads within your platform.
Please discuss these
aspects of your business in this section.
Christopher Hulls
Life360, Inc.
May 23, 2022
Page 2
Risk Factors
We depend on retailers and distributors to sell and market our products...,
page 36
3. We note your disclosure that sales through Amazon.com accounted for
approximately
53% and 52% of Tile s gross hardware revenue for fiscal year 2021
and the nine months
ended December 31, 2021, respectively. Please disclose the material
terms of Tile's
agreements with Amazon.com and file the agreements as exhibits. You
also disclose in
Note 2 to Life360's Consolidated Financial Statements that one channel
partner accounted
for 57% and 54% of your revenue for fiscal years 2021 and 2020,
respectively. Please
identify this partner in your registration statement and disclose the
material terms of your
agreements with it. Also, file the agreements as exhibits. Refer to
Item 601(b)(10)(ii)(B)
of Regulation S-K.
We rely on a limited number of suppliers, manufacturers, and fulfillment
partners..., page 37
4. Please include a separate risk factor addressing the risks to
investors of having the
Company's primary manufacturing facilities located in the People s
Republic of China and
Malaysia. In particular, describe the significant regulatory,
liquidity, and enforcement
risks. Discuss risks arising from the legal system in China, including
risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China
can change quickly with little advance notice; and the risk that the
Chinese government
may intervene or influence your manufacturing operations at any time,
which could result
in a material change in your operations and/or the value of the
securities you are
registering for sale. Explain whether and how you have undertaken
efforts to mitigate
related material risks or potential impacts to the Company.
Risks Related to Our Common Stock and CDIs, page 77
5. We note your disclosure that your exclusive forum provision does not
apply to any actions
under United States federal securities laws, but that the federal
district courts of the United
States of America will be the exclusive forum for resolving any
complaint asserting a
cause of action arising under the Securities Act. Please revise your
disclosure to state
clearly that the exclusive forum provision does not apply to Exchange
Act claims. Also,
disclose that there is uncertainty as to whether a court would enforce
your federal forum
selection provision and that investors cannot waive compliance with the
federal securities
laws and the rules and regulations thereunder. In this regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
FirstName LastNameChristopher Hulls
brought to enforce any duty or liability created by the Securities Act
or the rules and
Comapany NameLife360,
regulations Inc. Please make corresponding changes to your
Choice of Forum
thereunder.
May 23,disclosure
2022 Pageon2page 149.
FirstName LastName
Christopher Hulls
FirstName LastNameChristopher Hulls
Life360, Inc.
Comapany
May NameLife360, Inc.
23, 2022
May 23,
Page 3 2022 Page 3
FirstName LastName
Tile Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 104
6. We note the discussion of Tile s results of operations and liquidity
and capital resources
for the years ended March 31, 2021 and 2020. Please revise to update
your discussion for
material changes in results of operations and financial condition for
the interim period
ended December 31, 2021. Refer to Item 303(c) of Regulation S-K.
Ensure that you
address how the trends in key performance indicators as of December
31, 2020 and 2021
correlate to your results of operations.
Certain Relationships and Related Transactions, and Director Independence
Fourth Amended and Restated Investors' Rights Agreement, page 139
7. Please identify the parties to the Investors' Rights Agreement.
Life360, Inc.
Notes to Consolidated Financial Statements
Segment Information, page F-16
8. We note the disclosure of revenue by geography on page F-17. Please
revise to disclose
long-lived assets located in your country of domicile and located in
all foreign countries in
total, and, if assets in an individual foreign country are material,
disclose those assets
separately. Refer to ASC 250-10-50-41(b).
Note 4. Revenue, page F-17
9. You indicate that the amount of variable consideration recognized as
data revenue is
estimated without constraint. Please clarify how you consider the
guidance in ASC 606-
10-32-11 through 32-13.
10. In your discussion of data revenue, please revise to address the
judgments used in
determining the timing of recognition of revenue. Provide the
applicable disclosures in
ASC 606-10-50-17 through 50-19.
Tile, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-47
11. You indicate that long-lived assets are based in the United States and
China. Please revise
to disclose the amount of long-lived assets in each country. Refer to
ASC 250-10-50-
41(b).
Christopher Hulls
FirstName LastNameChristopher Hulls
Life360, Inc.
Comapany
May NameLife360, Inc.
23, 2022
May 23,
Page 4 2022 Page 4
FirstName LastName
Note 12. Subsequent Events, page F-64
12. Please update the date through which subsequent events were evaluated.
Refer to ASC
855-10-50-1 and ASC 855-10-S99-2.
Unaudited Pro Forma Condensed Combined Financial Data, page F-91
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. Revise, accordingly.
Exhibits
14. Please file as exhibits the company's office lease agreements. Refer
to Item
601(b)(10)(ii)(D) of Regulation S-K. Also, we note that you intend to
file
the Manufacturing Services Agreement dated March 8, 2017 between Jabil
Circuit, Inc.
and Tile, Inc. Please disclose the material terms of this agreement in
the registration
statement.
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 Olivia
Bobes, Law
Clerk, at (202) 551-7361 or Matthew Crispino, Staff Attorney, at (202) 551-3456
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Gregory Heibel