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June 20, 2018
Sally Rau
General Counsel
Cambium Networks Corporation
3800 Golf Road, Suite 360
Rolling Meadows, IL 60008
Re: Cambium Networks Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 11, 2018
CIK No. 0001738177
Dear Ms. Rau:
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.
Draft Registration Statement on Form S-1/A submitted June 11, 2018
Prospectus Summary, page 1
1. We note your response to our prior comment 1. Prominently disclose the
overview of the
restructuring activities as opposed to the current recapitalization
undertaken by Vector
Capital and affiliates, quantifying the associated charges.
Risks related to our business and this offering, page 5
2. We note your response to our prior comment 3. Please revise your
disclosure here to
Sally Rau
FirstNameNetworks Corporation
Cambium LastNameSally Rau
Comapany NameCambium Networks Corporation
June 20, 2018
June 20, 2018 Page 2
Page 2
FirstName LastName
specify corporate opportunities waived for whom and provide a
description of
the corporate opportunity provision from your articles or provide a
cross-reference to such
a description.
Use of Proceeds, page 47
3. We note your response to our prior comment 6 and the sections you
cross-reference in
your Use of Proceeds disclosures. Please revise your disclosures at
these cross-referenced
sections (i.e., your Prospectus Summary and Certain relationships and
related party
transactions sections) or where you deem appropriate to discuss
material obligations of the
VCH, L.P. limited partnership agreement as they may affect the company
(e.g., dividends
and future return of capital). In addition, if material, attach this
limited partnership
agreement as an exhibit to your registration statement.
Management's Discussion and Analysis
Overview, page 53
4. We note your response to prior comment 7. In addition to your revised
disclosure on the
impact of the recapitalization, please discuss your operational
restructuring activities
and the likely impact of known trends, demands, commitments, events or
uncertainties
that are reasonably likely to have material effects on your financial
condition or results of
operations. For example, discuss any cost savings initiatives and
other restructuring
activities undertaken including, by way of example, exiting
facilities, reducing your
workforce, relocating positions to lower cost geographies, etc., that
have generated
significant cost savings and whether you expect further cost savings
to be generated.
Please revise your overview to address in more detail how these
trends, demands,
commitments etc. are likely to affect your financial condition or
results of operations.
Business
Regulatory requirements, page 90
5. We note your response to our prior comment 9 and your revisions on
page 90. Please
further revise your disclosure to provide more information about
regulations that affect
your business. For example, please elaborate on the material
regulations specifically
applicable to your emissions and spectrum use.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
6. We note your response to comment 12. Please quantify within your pro
forma balance
sheet information, the amounts for pro forma total current
liabilities, pro forma total
liabilities, pro forma total shareholders' deficit and pro forma total
liabilities and deficit.
Sally Rau
Cambium Networks Corporation
June 20, 2018
Page 3
1. Business and significant accounting policies
Recognition of revenues, page F-9
7. Please tell us if your contracts with customers include an obligation
to provide updates to
the software embedded in your hardware products. If so, please
describe for us the terms
associated with your obligation to provide updates and tell us how you
considered the
impact of this obligation on your allocation of transaction price and
timing of revenue
recognition.
18. Revenue (unaudited), page F-37
8. Please tell us your consideration of ASC 606-10-50-13 related to the
disclosure of the
transaction price allocated to remaining performance obligations and
ASC 606-10-50-8
through 50-10 related to the disclosure of contract balances.
You may contact Lisa Haynes Etheredge, Staff Accountant, at
202-551-3424 or Robert
Littlepage, Accountant Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Courtney Lindsay,
Staff Attorney, at 202-551-7237 or Celeste Murphy, Legal Branch Chief, at
202-551-3257 with
any other questions.
FirstName LastNameSally Rau
Comapany NameCambium Networks Corporation
Division of
Corporation Finance
June 20, 2018 Page 3 Office of
Telecommunications
FirstName LastName