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January 14, 2020
Pierre Naud
President and Chief Executive Officer
nCino, Inc.
6770 Parker Farm Drive
Wilmington, North Carolina 28405
Re: nCino, Inc.
Draft Registration Statement on Form S-1
Submitted December 19, 2019
CIK No. 0001566895
Dear Mr. Naud :
We have reviewed your 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
Prospectus Summary, page 7
1. Please disclose in the summary that your principal stockholders will
continue to have a
substantial control over the company after the offering and disclose the
percentage of your
voting power to be held by affiliates. In addition, disclose that
Salesforce is currently the
second largest stockholder of the company in addition to the operator of
your data centers
and provider of the platform on which the nCino Bank Operating System
operates.
2. Please disclose the criteria you used in selecting the representative
customers you
identified by name in the prospectus summary and explain whether these
customers are
representative of your overall customer base.
Pierre Naud
nCino, Inc.
January 14, 2020
Page 2
3. Please provide context regarding your international operations by
clarifying on page 6 that
sales to customers outside the United States accounted for
approximately 5% of your total
revenues in fiscal 2019.
Risk Factors
"The market data and forecasts included in this prospectus...", page 30
4. The statements in this risk factor that third party data may prove to
be inaccurate may
imply an inappropriate disclaimer of responsibility with respect to
the third party
information. Please either delete the statements or specifically state
that you are liable for
such information.
Management Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 55
5. Please revise your overview section to provide a balanced discussion
regarding the
material challenges, risks and opportunities focused on by your
management. For
example, discuss any material trends or uncertainties related to your
ACV-based net
retention rates. We note that the rate has decreased in fiscal year
2019 from 2018. To the
extent material, disclose the number of new customers acquired in the
last fiscal year. As
a further example, discuss the weighted average of the remaining terms
of the contracts
for existing customers and the impact, if any, on the company. See
Item 303(a) of
Regulation S-K and SEC Release No. 33-8350.
Results of Operations
Fiscal Years Ended January 31, 2018 and 2019
Revenues, page 55
6. Please expand your subscription revenues disclosures to separately
quantify the amount of
the increase that is from new customers and from existing customers.
Refer to Section
III.D of SEC Release No. 33-6835.
Operating Expenses, page 56
7. Increases in headcount appear to be a factor in the increase in each
of your operating
expenses year over year. Please tell us your consideration of
quantifying the headcount at
the end of each period as a factor to explain the changes for each of
the line items.
Business
Market Opportunity, page 66
FirstName LastNamePierre Naud
8. Please disclose the material facts in your internal analysis and
underlying assumptions for
Comapany NamenCino, Inc. serviceable market for nCino Bank Operating Systems is
greater
your estimate that the
January 14, $10 billion.2
than 2020 Page
FirstName LastName
Pierre Naud
FirstName LastNamePierre Naud
nCino, Inc.
Comapany NamenCino, Inc.
January 14, 2020
Page 3
January 14, 2020 Page 3
FirstName LastName
Management
Non-Employee Directors, page 80
9. Please revise this section to describe any arrangement or
understanding between any
director and any other persons pursuant to which the director was
selected to serve on the
company's board. Refer to Item 401(a) of Regulation S-K. In this
regard, we note that it
appears that one of your directors, Mr. Horring, is affiliated with
one of your principal
shareholders, Insight Partners.
Financial Statements , page F-3
10. Disclose the amount of related party transactions on the face of the
financial statements.
Refer to Rule 4-08(k) of Regulation S-X.
Notes to Consolidated Financial Statements
Note 8. Stock-Based Compensation , page F-17
11. Please disclose the aggregate intrinsic value of stock options
outstanding and the stock
options vested and exercisable for each year presented. Also disclose
the weighted-
average grant date fair values of options granted and the total fair
value of options vested.
Refer to ASC 718-10-50-2d and 2e.
General
12. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at
(202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Robert A. Ryan