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United States securities and exchange commission logo
September 28, 2023
David Obstler
Chief Financial Officer
Datadog, Inc.
620 8th Avenue
45th Floor
New York, NY 10018
Re: Datadog, Inc.
Form 10-K for the
Year Ended December 31, 2022
Filed February 24,
2023
Form 10-Q for the
Quarter Ended September 30, 2023
Filed August 9,
2023
Form 8-K Furnished
August 8, 2023
Dear David Obstler:
We have limited our review of your filing to the financial
statements and related
disclosures 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 to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
Note 11. Revenue
Geographical Information , page 77
1. We note you provide the
amount of revenue derived in North America. Please tell us, and
revise to clarify, what
countries are included in North America. To the extent North
America includes
countries other than than the United States, revise to disclose the
amount of revenue
derived in the United States. Refer to ASC 280-10-50-41(a).
David Obstler
FirstName LastNameDavid Obstler
Datadog, Inc.
Comapany 28,
September NameDatadog,
2023 Inc.
September
Page 2 28, 2023 Page 2
FirstName LastName
General
2. Please provide a legal analysis of whether the company and each of its
subsidiaries meets
the definition of an investment company under Section 3(a)(1)(C)
of the 1940 Act.
Include in your analysis all relevant calculations under Section
3(a)(1)(C) as of the most
recent fiscal quarter end, identifying each constituent part of the
numerator(s) and
denominator(s). Please also describe and discuss any other substantive
determinations
and/or characterizations of assets that are material to your
calculations.
3. Please provide a detailed legal analysis regarding whether the company
and each of its
subsidiaries meet the definition of an investment company under
Section 3(a)(1)(A) of
the Investment Company Act of 1940 ( 1940 Act ). In your response,
please address, in
detail, each of the factors outlined in Tonapah Mining Company of
Nevada, 26 SEC 426
(1947) and provide legal and factual support for your analysis of each
such factor.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Factors Affecting Our Performance
Expanding Within Our Existing Customer Base, page 25
4. You state that your trailing 12-month dollar-based net retention rate
was above 120% as
of June 30, 2023 and 2022. Please provide us with the actual
dollar-based net retention
rate for each of the last three fiscal years and to date in fiscal
2023. Also, revise
to disclose the specific percentage for each period presented and to
the extent this measure
varied significantly from period-to-period, include a discussion of
the reasons for such
change. In this regard, we refer you to comment 1 in your response
letter dated June 16,
2020 where you indicated that "if and when the Company s
dollar-based net retention is
below 130%, which is a level higher than the vast majority of its peer
group, it would plan
to disclose such metric on a period-specific basis, consistent with
its peers that report the a
similar metric below such level."
Form 8-K Furnished on August 8, 2023
Exhibit 99.1
5. We note your measure of non-GAAP net income does not appear to include
the income
tax impact of your non-GAAP adjustments. Please revise to include a
separate income tax
adjustment commensurate with your non-GAAP measure of profit or
alternatively, to
explain why you do not believe an income tax expense adjustment is
necessary. Refer to
non-GAAP C&DI Question 102.11.
David Obstler
FirstName LastNameDavid Obstler
Datadog, Inc.
Comapany 28,
September NameDatadog,
2023 Inc.
September
Page 3 28, 2023 Page 3
FirstName LastName
In closing, 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 David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology