DDOGDatadog

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). General

No reply letter found.

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).

Rest of the question

Please also describe and discuss any other substantive determinations and/or characterizations of assets that are material to your calculations.

No reply letter found.

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”).

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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."

No reply letter found.

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.

No reply letter found.

Please supplementally explain the difference between the number of subsidiaries listed in Exhibit 21, which identifies five wholly-owned subsidiaries, and the number of subsidiaries listed in your response to comment 2, which identifies 16 wholly-owned subsidiaries.

No reply letter found.

Please confirm for us that the percentages described in your response to prior comment 2, with respect to the company’s reliance on Rule 3a-8 (Rule 3a-8) under the Investment Company Act of 1940 (1940 Act) are described on a consolidated basis with the financial statements of all wholly-owned subsidiaries, as required by Rule 3a-8(b)(2).

Rest of the question

In particular, confirm that the company, on a consolidated basis with all wholly-owned subsidiaries, holds (i) no more than 10% of its total assets in investments that are not capital preservation investments or (ii) no more than 25% of its total assets in investments that are not capital preservation investments, provided that at least 75% of such other investments are investments made pursuant to a collaborative research and development arrangement

No reply letter found.

Please consider the inclusion of a risk factor relating to the 1940 Act in future filings. In any such risk factor, please disclose the company’s current reliance on Rule 3a-8 and any associated risks.

No reply letter found.

Please update your responses to prior comments 2 and 3, with respect to the company’s 1940 Act status, to include the information as of the September 30, 2023 fiscal quarter end.

No reply letter found.

Please describe for us all of the investments in securities that the company considers to be cash preservation investments. We note your response states that the company’s investments in securities “consist primarily of” listed items, and that the company “believes” its investments in securities “consist entirely of” capital preservation investments.

No reply letter found.

We note your response to prior comment 4 and the revised disclosures here where you state that the trailing 12-month dollar-based net retention rate (DBNRR) was "slightly below" 120% as of September 20, 2023 and "above 130%" as of September 30, 2022. These approximations do not fully describe changes in your DNBRR from period to period.

Rest of the question

For instance, it is unclear if DBNRR decreased, for example, from 145% to 118% or 131% to 119%. Considering the ability to expand within your existing customer base is a key factor affecting your performance, your discussions of this measure should be more precise. In addition, where you disclose this measure, you should include a discussion of the reasons for any significant change in such measure from period to period. For example, we note the reference in your response to customers scrutinizing costs and optimizing their usage as factors that have impacted the decline in the DBNRR. Please revise to include the actual DBNRR for each period presented along with a discussion of the drivers for any change in such measure.

No reply letter found.

You state in your response to prior comment 5 that in order to determine the appropriate tax rate to apply to your non-GAAP net income, you need to take into account the company's specific situation of net operating loss carryforwards and tax credit carryforwards as well as the fact that you have not recorded, and do not expect to record or pay significant taxes in the near term.

Rest of the question

This statement appears to be referring to your GAAP tax position. However, the non-GAAP tax adjustment should include tax expense commensurate with your non-GAAP measure of profitability. In this regard, you appear to have reported significant cumulative non-GAAP net income before taxes in recent years, which suggests that from a non-GAAP perspective, loss carryforwards may not be available and therefore, should not be considered in determining your non-GAAP income tax adjustment. It further suggests that on a non-GAAP basis, you may have recorded and paid significant taxes. To the extent you continue to disclose non-GAAP net income, please revise to also include an adjustment for income tax expense that is commensurate with your non-GAAP measure of profitability.

No reply letter found.