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United States securities and exchange commission logo
May 27, 2020
Pierre Naud
President and Chief Executive Officer
nCino, Inc.
6770 Parker Farm Drive
Wilmington, North Carolina 28405
Re: nCino, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted May 15,
2020
CIK No. 0001566895
Dear Mr. Naud :
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. References to prior comments are to those in our letter dated
March 2, 2020.
Amendment No. 2 to Draft Registration Statement on Form S-1
Market, Industry and Other Data, page 42
1. We note your disclosure
on page 74 that the information regarding your market
opportunity is based on
a 2019 study conducted on your behalf by Grata Inc., a third-party
market research firm.
Please disclose in this section that this study was commissioned by
the company. File a
consent as an exhibit to the registration statement pursuant to Rule
436 of Regulation C and
Section 7 of the Securities Act.
Pierre Naud
FirstName LastNamePierre Naud
nCino, Inc.
Comapany NamenCino, Inc.
May 27, 2020
May 27, 2020 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations 52,
page 52
2. Your disclosure on page F-42 indicates that due to the COVID-19
outbreak, there is a
significant uncertainty surrounding the potential impact on your
results of operations and
cash flows. Ensure that your MD&A disclosure addresses known trends in
recognized
revenue and whether you expect the trends to continue in periods
subsequent to the recent
reporting period. That is, describe the underlying factors that are
impacting trends in your
revenue recognized including customer behavior and your ability to
maintain the sales
cycle. To the extent such trends remain uncertain, consider including
key performance
indicators to provide data on the impact on your near-term and
long-term revenues,
earnings, liquidity and cash flows. For example, consider discussing
whether customers
are adding or reducing seats in April and through the most recent date
such information is
available. Refer to the CF Disclosure Guidance: Topic No. 9 located on
our website
at https://www.sec.gov/corpfin/coronavirus-covid-19.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Operating Results, page 53
3. We note your response to prior comment 2 that the company intends to
omit disclosure
regarding ACV-based net retention from the prospectus but continue to
include the cohort
based presentation and discussion of ACV-based net revenue. To provide
appropriate
context, please provide a definition of ACV-based net retention in the
filing.
Exhibits
4. Please file the employment agreements with Messrs. Naud and Mr. Rudow
which were
entered into during fiscal year 2020.
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