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United States securities and exchange commission logo
April 6, 2021
Gregory Henry
Senior Vice President and Chief Financial Officer
Couchbase, Inc.
3250 Olcott Street
Santa Clara, California 95054
Re: Couchbase, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 25,
2021
CIK No. 0001845022
Dear Mr. Henry:
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 our prior comments refer to our letter dated
March 8, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
March 25, 2021
Prospectus Summary, page 1
1. We note your response
to prior comment 2. Please provide disclosure clarifying that the
customers comprising
the Fortune 100 and Forbes Global 2000 do not represent a
significant portion of
the company s ARR.
Industry, Market and Other Data, page 63
2. We note your references
to studies commissioned by you and conducted by IDC and
Altoros. Please file
the consents of the named researchers as exhibits to your registration
statement or provide us
with your analysis as to why you do not believe you are required
to do so. Refer to Rule
436 under the Securities Act.
Gregory Henry
Couchbase, Inc.
April 6, 2021
Page 2
Use of Proceeds, page 64
3. We note your disclosure that you may use some of the net proceeds we
receive from this
offering to repay all or a portion of the outstanding debt under the
Credit Facility. Please
expand your disclosure to provide the information required by Instruction
4 to Item 504 of
Regulation S-K.
Management, page 121
4. We note your response to prior comment 7. Please clarify why Mr. David
Scott was
excluded from the revised disclosure or confirm that he is also
affiliated with the
company s investors.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
5. We note your response to prior comment 9 and it is unclear why you
believe your
presentation complies with Rule 5-03(b) of Regulation S-X. Please further
explain why
you believe revenue generated from the sale of a term-based software
license is not
product revenue that should be presented separately from service revenue
generated from
PCS. Alternatively, revise to separately disclose such product revenue
and related cost of
revenue on the face of your statement of operations in accordance with
Rule 5-03(b) of
Regulation S-X.
Note 15. Subsequent Events, page F-33
6. Please revise to disclose the expected financial statement impact of the
stock options
granted in March 2021. Refer to ASC 855-10-50-2(b).
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
April 6, 2021 Page 2
cc: Rezwan D. Pavri
FirstName LastName