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United States securities and exchange commission logo
January 5, 2021
Jeffrey Chugg
Vice President, Legal
TaskUs, Inc.
1650 Independence Drive, Suite 100
New Braunfels, TX 78132
Re: TaskUs, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December
21, 2020
CIK No. 0001829864
Dear Mr. Chugg:
We have reviewed your amended 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. References to our prior comments refer to our letter dated
December 3, 2020.
Form S-1/A DRS filed December 21, 2019
Prospectus Summary
Our Clients, page 13
1. We note your response
to prior comment 2 regarding the prominent disclosure of your
customers, Zoom, Uber,
Oscar, Coinbase, and Netflix. Please provide appropriate context
by disclosing that none
of these clients represented more than 10% of the company's
revenue in 2019 or
2018.
Jeffrey Chugg
FirstName LastNameJeffrey Chugg
TaskUs, Inc.
Comapany
January NameTaskUs, Inc.
5, 2021
January
Page 2 5, 2021 Page 2
FirstName LastName
2. We note your response to prior comment 3 regarding your relationship
and agreements
with Facebook, which generated 35% of your fiscal year 2019 revenues.
Please advise
whether you intend to file the agreements with Facebook pursuant to
Item 601(b)(10) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Share-based Compensation, page 101
3. Please expand your MD&A discussion to include more detail of your
analysis similar to
what you provided us in your response to comment 6.
4. We note in your response to comment 6 that you believe the fair value
of a common share
increased from $44 per share to $120.06 per share due to "expectations
for a near term
exit." Please revise MD&A to provide additional detail that supports
the value for this
scenario, including any information you may have regarding the
acquisition value of the
company as a whole at each grant date. Please also disclose the
detailed assumptions,
such as the discount for lack of marketability and the weightings used
in each of the
probability weighted scenarios along with explanation for the use of
such assumptions.
Revise to provide sufficient detail for the reader to understand the
reason for the increase
in per share value from $44 to $120.06 during 2020.
Executive and Director Compensation, page 140
5. We note your response to prior comment 8. Please note that executive
compensation
disclosure for the year ended December 31, 2019 is required to be
included in your
registration statement as that information previously was required to
be provided in
response to a Commission filing requirement. Refer to Instruction 1 to
Item 402(c) of
Regulation S-K. Further, executive compensation disclosure required
under Item 402 of
Regulation S-K is not financial information that may be omitted
pursuant to Instruction
II.C of Form S-1. Please revise.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Edgar J. Lewandowski, Esq.