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United States securities and exchange commission logo
March 8, 2021
Gregory Henry
Senior Vice President and Chief Financial Officer
Couchbase, Inc.
3250 Olcott Street
Santa Clara, California 95054
Re: Couchbase, Inc.
Draft Registration
Statement on Form S-1
Submitted February
10, 2021
CIK No. 0001845022
Dear Mr. Henry:
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 submitted on February 10, 2021
Prospectus Summary, page 1
1. You indicate that
customers have seen increases in database management efficiency of up
to a certain
percentage. Please disclose the number of customers that have experienced
this increase and the
time period over which the increase was measured.
2. You disclose that your
customer base consists of a certain percentage of the Fortune 100
customers. Please
provide context regarding the significance of these customers by
disclosing the ARR of
these customers.
Gregory Henry
FirstName
Couchbase,LastNameGregory Henry
Inc.
Comapany
March NameCouchbase, Inc.
8, 2021
March2 8, 2021 Page 2
Page
FirstName LastName
Risk Factors
Our amended and restated bylaws will designate a state or federal court located
within the State
of Delaware..., page 56
3. We note that your forum selection provision identifies the federal
district courts of the
United States of America as the exclusive forum for claims arising
under the Securities
Act. Please disclose that investors cannot waive compliance with the
federal securities
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Performance, page 75
4. Please disclose the specific quarterly dollar-based net retention rate
for each period
presented and discuss any known material trends to the extent
material.
Business
Our Customers, page 107
5. To the extent material, please disclose the percentage of your revenue
that is generated by
sales through or with your partners, including Cloud Service
Providers, Independent
Software Vendors, and System Integrators. Also, to the extent
material, disclose the
portion of your revenue generated by sales to "heavily regulated
organizations" such as
the U.S. government, state and local governments and non-U.S.
governments directly and
through your partners.
Facilities, page 113
6. Please file your corporate headquarters lease agreement that expires
in March 2025 as an
exhibit to the registration statement. See Item 601(b)(10) of
Regulation S-K.
Management, page 121
7. We note that Jeffrey Epstein and Richard Simonson were the only
directors who received
option awards for the fiscal year ended January 31, 2021. Please
provide a narrative
description to the non-employee director compensation table that
explains of any material
factors necessary to an understanding of the director compensation
disclosed on the table,
including whether any director has a different compensation
arrangements. See Item
402(r)(3) of Regulation S-K.
Principal Stockholders, page 141
8. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by entities affiliated
with North Bridge.
Gregory Henry
Couchbase, Inc.
March 8, 2021
Page 3
Consolidated Statement of Operations, page F-4
9. Please tell us whether your "Subscription" revenue and corresponding cost
of revenue line
items includes both term software license revenue and PCS. If it includes
both, tell us
how your presentation complies with Rule 5-03(b)(1) and (2) of Regulation
S-X.
Notes to Consolidated Financial Statement
Note 10. Equity
Equity Incentive Plans, page F-22
10. Please provide us with a breakdown of all equity awards granted in fiscal
2021 and
subsequent to January 31, 2021 and the fair value of the underlying
common stock used to
value such awards. To the extent there were any significant fluctuations
in the fair values
from period-to-period, please describe for us the factors that
contributed to these
fluctuations, including any intervening events within the company or
changes in your
valuation assumptions or methodology. Please continue to update this
analysis through
effectiveness of the registration statement.
General
11. 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 communication.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameGregory Henry
Division of
Corporation Finance
Comapany NameCouchbase, Inc.
Office of
Technology
March 8, 2021 Page 3
cc: Rezwan D. Pavri
FirstName LastName