United States securities and exchange commission logo
March 24, 2021
Ron Yekutiel
Chairman and Chief Executive Officer
Kaltura, Inc.
250 Park Avenue South
10th Floor
New York, New York 10003
Re: Kaltura, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 23,
2021
File No. 333-253699
Dear Mr. Yekutiel:
We have reviewed your amended 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.
Amendment No. 1 to Form S-1
Prospectus Summary, page 1
1. Please provide a
summary of the transactions with the Special Situations Investing Group
II, LLC, an affiliate
of Goldman Sachs & Co., in connection with this offering. In this
regard, discuss the
terms of the GS Warrant, the conversion of the Series F
convertible preferred
stock, and certain cash payments that you will be required to make if
the actual initial
public offering price is less than or equal to the midpoint of the price
range. Further, tell us
whether you are required to have a qualified independent
underwrtier in
accordance with FINRA Rule 5121 as a result of these transactions.
Ron Yekutiel
Kaltura, Inc.
March 24, 2021
Page 2
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jan Woo, Legal Branch
Chief, at (202)
551-3453 with any other questions.
Sincerely,
FirstName LastNameRon Yekutiel
Division of
Corporation Finance
Comapany NameKaltura, Inc.
Office of Technology
March 24, 2021 Page 2
cc: Benjamin J. Cohen
FirstName LastName