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August 26, 2022 |
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VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Xperi Inc. |
| Amendment No. 4 to |
| Draft Registration Statement on Form 10 |
| Submitted August 5, 2022 |
| CIK No. 0001788999 |
Dear Sir or Madam:
We are in receipt of your comment letter dated August 22, 2022 (the “Comment Letter”), regarding Amendment No. 4 to the Draft Registration Statement on Form 10 (the “Amendment No. 4”) confidentially submitted on August 5, 2022 by Xperi Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”). We submit herewith a revised copy of the above-referenced Registration Statement (“Amendment No. 5”). In this letter, we respond to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the SEC contained in the Comment Letter.
Set forth below are the Company’s responses to the comment in the Comment Letter. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 5. All references to page numbers and captions (other than those in the Staff’s comment) correspond to the page numbers and captions in Amendment No. 5.
Amendment No. 4 to Draft Registration Statement on Form 10
Division of Corporation Finance
Securities and Exchange Commission
August 26, 2022
Page 2
Exhibit 99.1
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 71
| Comment 1: | We note the revisions made in response to prior comment 2. Please further revise to begin the reconciliations on pages 73 and 74 with “Pro forma Net loss attributable to Xperi Product.” Also, revise to disclose and label pro forma earnings (loss) per share before and after the management’s adjustments. Refer to 11-02(a)(7)(ii) of Regulation S-X. |
| Response 1: | In response to the Staff’s comment, the Company has updated the Unaudited pro forma condensed combined financial information disclosure in Amendment No. 5 to begin the reconciliations on pages 73 and 74 with Pro forma Net loss attributable to Xperi Inc. and to disclose and label pro forma earnings (loss) per share before and after the management’s adjustments under Rule 11-02(a)(7)(ii) of Regulation S-X. |
If you have any questions or comments or require any additional information in connection with the above, please telephone me at (650) 470-4620 or Gregg Noel at (650) 470-4540.
| Sincerely, |
| /s/ Mike Ringler |
| Mike Ringler |
| cc: | Kathleen Collins, Accounting Branch Chief |
| Christine Dietz, Senior Staff Accountant |
| Kathleen Krebs, Special Counsel |
| Jan Woo, Legal Branch Chief |
| Paul Davis, Chief Legal Officer and Corporate Secretary, Xperi Holding Corporation |
| Mike Ringler, Skadden, Arps, Slate, Meagher & Flom, LLP |
| Gregg A. Noel, Skadden, Arps, Slate, Meagher & Flom, LLP |
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