UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM 10-Q
___________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OctoberJuly 31, 20172022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38240
___________________
MONGODB, INC.
(Exact Name of Registrant as Specified in its Charter)
___________________
Delaware26-1463205
(State or other jurisdiction of

incorporation or organization)		(I.R.S. Employer

Identification No.)
1633 Broadway,38th Floor
229 W. 43rd Street, 5th Floor
New York, NY
NY1003610019
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 646-727-4092646-727-4092
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMDBThe Nasdaq Stock Market LLC
(Nasdaq Global Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☐þ  No  ☒☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒þ  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨þAccelerated filer¨☐
Non-accelerated filer
ý   (Do not check if a small reporting company)
☐		SmallSmaller reporting company¨☐
Emerging growth company
ý
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐    No ☒þ
As of December 11, 2017,August 30, 2022, there were 9,326,09868,707,084 shares of the registrant’s Class A common stock, and 41,255,576 shares of the registrant’s Class B common stock, each with a par value of $0.001 per share, outstanding.




Table of Contents
 
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
1
Unaudited Condensed Consolidated Balance Sheets as of October 31, 2017July 31, 2022 and January 31, 20172022
1
Unaudited Condensed Consolidated Statements of Operations for the three and ninesix months ended October 31, 2017July 31, 2022 and October 31, 20162021
2
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and ninesix months ended October 31, 2017July 31, 2022 and October 31, 20162021
3
Unaudited Condensed Consolidated StatementStatements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the nine months ended October 31, 2017
43
Unaudited Condensed Consolidated Statements of Cash Flows for the ninesix months ended OctoberJuly 31, 20172022 and October 31, 20162021
56
Notes to Condensed Consolidated Financial Statements (unaudited)
67
Item 2.
19
Item 3.
3033
Item 4.
3134
PART II.
OTHER INFORMATION
32
Item 1.
3235
Item 1A.
3235
Item 2.
5666
Item 3.
5766
Item 4.
5766
Item 5.
5766
Item 6.
5867
6068





ii


Table of Contents

PART I—FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
ITEM 1.    FINANCIAL STATEMENTS.
MONGODB, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share and per share data)
(unaudited)
July 31, 2022January 31, 2022
Assets
Current assets:
Cash and cash equivalents$651,420 $473,904 
Short-term investments1,144,192 1,352,019 
Accounts receivable, net of allowance for doubtful accounts of $4,960 and $4,966 as of July 31, 2022 and January 31, 2022, respectively213,267 195,383 
Deferred commissions72,069 63,523 
Prepaid expenses and other current assets27,566 32,573 
Total current assets2,108,514 2,117,402 
Property and equipment, net61,604 62,625 
Operating lease right-of-use assets46,418 41,745 
Goodwill57,779 57,775 
Acquired intangible assets, net16,018 20,608 
Deferred tax assets2,163 1,939 
Other assets159,102 147,494 
Total assets$2,451,598 $2,449,588 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$7,303 $5,234 
Accrued compensation and benefits83,806 112,568 
Operating lease liabilities9,163 8,084 
Other accrued liabilities73,916 48,848 
Deferred revenue350,709 352,001 
Total current liabilities524,897 526,735 
Deferred tax liability, non-current95 81 
Operating lease liabilities, non-current40,437 38,707 
Deferred revenue, non-current24,462 23,179 
Convertible senior notes, net1,138,200 1,136,521 
Other liabilities, non-current55,339 57,665 
Total liabilities1,783,430 1,782,888 
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, par value of $0.001 per share; 1,000,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 68,785,903 shares issued and 68,686,532 shares outstanding as of July 31, 2022; 67,543,731 shares issued and 67,444,360 shares outstanding as of January 31, 202269 67 
Additional paid-in capital2,059,405 1,860,514 
Treasury stock, 99,371 shares (repurchased at an average of $13.27 per share) as of July 31, 2022 and January 31, 2022(1,319)(1,319)
Accumulated other comprehensive loss(4,194)(2,928)
Accumulated deficit(1,385,793)(1,189,634)
Total stockholders’ equity668,168 666,700 
Total liabilities and stockholders’ equity$2,451,598 $2,449,588 
 October 31, 2017 January 31, 2017
Assets   
Current assets:   
Cash and cash equivalents$242,745
 $69,305
Short-term investments45,810
 47,195
Accounts receivable, net of allowance for doubtful accounts of $1,456 and $958 as of October 31, 2017 and January 31, 2017, respectively35,233
 31,340
Deferred commissions9,850
 7,481
Prepaid expenses and other current assets5,221
 3,131
Total current assets338,859
 158,452
Property and equipment, net4,430
 4,877
Goodwill1,700
 1,700
Acquired intangible assets, net1,848
 2,511
Deferred tax assets102
 114
Other assets7,056
 6,778
Total assets$353,995
 $174,432
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)   
Current liabilities:   
Accounts payable$3,147
 $2,841
Accrued compensation and benefits10,870
 11,402
Other accrued liabilities10,788
 5,269
Deferred revenue92,447
 78,278
Total current liabilities117,252
 97,790
Redeemable convertible preferred stock warrant liability—
 1,272
Deferred rent, non-current973
 1,058
Deferred tax liability, non-current259
 108
Deferred revenue, non-current22,326
 15,461
Total liabilities140,810
 115,689
Commitments and contingencies (Note 4)

 

Redeemable convertible preferred stock, par value $0.001 per share; no shares authorized, issued or outstanding as of October 31, 2017; 41,234,841 shares authorized as of January 31, 2017; 41,148,282 shares issued and outstanding with aggregate liquidation preference of $345,997 as of January 31, 2017—
 345,257
Stockholders’ equity (deficit):   
Class A common stock, par value of $0.001 per share; 1,000,000,000 and 162,500,000 shares authorized as of October 31, 2017 and January 31, 2017, respectively; 9,325,098 and no shares issued and outstanding as of October 31, 2017 and January 31, 2017, respectively9
 —
Class B common stock, par value of $0.001 per share; 100,000,000 and 113,000,000 shares authorized as of October 31, 2017 and January 31, 2017, respectively; 41,341,283 and 13,192,992 shares issued as of October 31, 2017 and January 31, 2017, respectively; 41,241,912 and 13,093,621 shares outstanding as of October 31, 2017 and January 31, 2017, respectively42
 13
Additional paid-in capital632,055
 62,557
Treasury stock, 99,371 shares as of October 31, 2017 and January 31, 2017(1,319) (1,319)
Accumulated other comprehensive loss(216) (364)
Accumulated deficit(417,386) (347,401)
Total stockholders’ equity (deficit)213,185
 (286,514)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)$353,995
 $174,432

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents

MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. dollars, except share and per share data)
(unaudited)

Three Months Ended October 31, Nine Months Ended October 31,Three Months Ended July 31,Six Months Ended July 31,
2017 2016 2017 20162022202120222021
Revenue:       Revenue:
Subscription$37,885
 $23,805
 $99,603
 $64,018
Subscription$291,607 $191,381 $566,188 $365,951 
Services3,603
 2,500
 9,875
 7,406
Services12,053 7,366 22,919 14,444 
Total revenue41,488
 26,305
 109,478
 71,424
Total revenue303,660 198,747 589,107 380,395 
Cost of revenue:       Cost of revenue:
Subscription7,904
 4,981
 21,669
 13,656
Subscription71,435 50,955 136,004 96,357 
Services3,167
 2,238
 8,789
 7,866
Services16,842 9,747 30,488 18,873 
Total cost of revenue11,071
 7,219
 30,458
 21,522
Total cost of revenue88,277 60,702 166,492 115,230 
Gross profit30,417
 19,086
 79,020
 49,902
Gross profit215,383 138,045 422,615 265,165 
Operating expenses:       Operating expenses:
Sales and marketing28,050
 18,656
 77,087
 56,110
Sales and marketing181,598 109,377 331,866 207,267 
Research and development16,588
 13,300
 45,414
 38,540
Research and development108,037 72,396 204,409 137,147 
General and administrative9,829
 6,385
 26,533
 19,916
General and administrative40,591 28,803 77,123 54,728 
Total operating expenses54,467
 38,341
 149,034
 114,566
Total operating expenses330,226 210,576 613,398 399,142 
Loss from operations(24,050) (19,255) (70,014) (64,664)Loss from operations(114,843)(72,531)(190,783)(133,977)
Other income (expense):       Other income (expense):
Interest income227
 83
 556
 221
Interest income1,680 157 2,304 330 
Interest expense—
 (3) (8) (7)Interest expense(2,429)(2,556)(4,882)(6,214)
Other income (expense), net(57) (257) 298
 (158)Other income (expense), net(224)(665)1,397 (1,102)
Loss before provision for income taxes(23,880) (19,432) (69,168) (64,608)Loss before provision for income taxes(115,816)(75,595)(191,964)(140,963)
Provision for income taxes336
 103
 817
 253
Provision for income taxes3,049 1,538 4,195 162 
Net loss$(24,216) $(19,535) $(69,985) $(64,861)Net loss$(118,865)$(77,133)$(196,159)$(141,125)
Net loss per share attributable to common stockholders, basic and diluted$(1.39) $(1.57) $(4.74) $(5.41)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted17,421,642
 12,418,879
 14,749,500
 11,983,324
Net loss per share, basic and dilutedNet loss per share, basic and diluted$(1.74)$(1.22)$(2.88)$(2.26)
Weighted-average shares used to compute net loss per share, basic and dilutedWeighted-average shares used to compute net loss per share, basic and diluted68,334,464 63,426,694 68,025,687 62,411,295 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Net loss$(24,216) $(19,535) $(69,985) $(64,861)
Other comprehensive (loss) income, net of tax:       
Unrealized (loss) gain on available-for-sale securities4
 2
 (33) 40
Foreign currency translation adjustments21
 (78) 181
 (40)
Other comprehensive (loss) income25
 (76) 148
 —
Total comprehensive loss$(24,191) $(19,611) $(69,837) $(64,861)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share data)
(unaudited)
 Redeemable
Convertible
Preferred Stock		 Class A and
Class B
Common Stock		 Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity (Deficit)
 Shares Amount Shares Amount     
Balances as of January 31, 201741,148,282
 $345,257
 13,093,621
 $13
 $62,557
 $(1,319) $(364) $(347,401) $(286,514)
Exercise of preferred stock warrants85,170
 1,171
 —
 —
 —
 —
 —
 —
 —
Exercise of common stock warrants—
 —
 99,534
 1
 —
 —
 —
 —
 1
Stock option exercises—
 —
 1,242,172
 1
 5,470
 —
 —
 —
 5,471
Repurchase of early exercised options—
 —
 (21,721) —
 —
 —
 —
 —
 0
Conversion of redeemable convertible preferred stock to common stock(41,233,452) (346,428) 26,953,404
 27
 346,401
 —
 —
 —
 346,428
Issuance of common stock upon initial public offering, net—
 —
 9,200,000
 9
 201,611
 —
 —
 —
 201,620
Vesting of early exercised stock options—
 —
 —
 —
 950
 —
 —
 —
 950
Stock-based compensation—
 —
 —
 —
 15,066
 —
 —
 —
 15,066
Unrealized gain on available-for-sale securities—
 —
 —
 —
 —
 —
 (33) —
 (33)
Foreign currency translation adjustment—
 —
 —
 —
 —
 —
 181
 —
 181
Net loss—
 —
 —
 —
 —
 —
 —
 (69,985) (69,985)
Balances as of October 31, 2017—
��$—
 50,567,010
 $51
 $632,055
 $(1,319) $(216) $(417,386) $213,185
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Nine Months Ended October 31,
 2017 2016
Cash flows from operating activities   
Net loss$(69,985) $(64,861)
Adjustments to reconcile net loss to net cash used in operating activities:   
Depreciation and amortization2,789
 2,781
Stock-based compensation15,066
 16,517
Deferred income taxes163
 37
Change in fair value of warrant liability(101) (144)
Change in operating assets and liabilities:   
Accounts receivable(4,653) 4,600
Prepaid expenses and other current assets(2,120) (1,435)
Deferred commissions(2,217) (2,344)
Other long-term assets(670) (203)
Accounts payable687
 (272)
Deferred rent(85) (493)
Accrued liabilities2,163
 2,057
Deferred revenue21,794
 15,768
Net cash used in operating activities(37,169) (27,992)
Cash flows from investing activities   
Purchases of property and equipment(1,714) (1,422)
Proceeds from maturities of marketable securities74,230
 114,792
Purchases of marketable securities(72,879) (82,036)
Net cash (used in) provided by investing activities(363) 31,334
Cash flows from financing activities   
Proceeds from exercise of stock options, including early exercised stock options8,201
 7,187
Repurchase of early exercised stock options(149) (22)
Proceeds from the initial public offering, net of underwriting discounts and commissions205,494
 —
Proceeds from exercise of redeemable convertible preferred stock warrants1
 —
Payment of initial public offering costs(2,344) —
Net cash provided by financing activities211,203
 7,165
Effect of exchange rate changes on cash, cash equivalents, and restricted cash182
 42
Net increase in cash, cash equivalents, and restricted cash173,853
 10,549
Cash, cash equivalents, and restricted cash, beginning of period69,412
 33,313
Cash, cash equivalents, and restricted cash, end of period$243,265
 $43,862
    
Supplemental Disclosure of Noncash Investing and Financing Activities   
Vesting of early exercised stock options$950
 $707
Costs related to initial public offering included in accounts payable and accrued liabilities$1,529
 $—
Conversion of redeemable convertible preferred stock warrant liability to redeemable convertible preferred stock as a result of warrant exercise$1,171
 $—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands of U.S. dollars)
(unaudited)

Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Net loss$(118,865)$(77,133)$(196,159)$(141,125)
Other comprehensive income (loss), net of tax:
Unrealized income (loss) on available-for-sale securities1,163 (86)(1,201)(52)
Foreign currency translation adjustment(678)566 (65)476 
Other comprehensive income (loss)485 480 (1,266)424 
Total comprehensive loss$(118,380)$(76,653)$(197,425)$(140,701)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3
Table of Contents
MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands of U.S. dollars, except share data)
(unaudited)

Common StockAdditional Paid-In CapitalTreasury StockAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
SharesAmount
Balances as of January 31, 202267,444,360 $67 $1,860,514 $(1,319)$(2,928)$(1,189,634)$666,700 
Cumulative effect of accounting change— — — — — — — 
Stock option exercises235,517 — 1,656 — — — 1,656 
Vesting of early exercised stock options— — — — — — — 
Vesting of restricted stock units381,178 1 — — — — 1 
Stock-based compensation— — 83,566 — — — 83,566 
Conversion of convertible senior notes8 — 1 — — — 1 
Unrealized loss on available-for-sale securities— — — — (2,364)— (2,364)
Foreign currency translation adjustment— — — — 613 — 613 
Net loss— — — — — (77,294)(77,294)
Balances as of April 30, 202268,061,063 $68 $1,945,737 $(1,319)$(4,679)$(1,266,928)$672,879 
Stock option exercises163,986 — 1,332 — — — 1,332 
Vesting of restricted stock units388,483 1 — — — — 1 
Stock-based compensation— — 96,554 — — — 96,554 
Conversion of convertible senior notes18 — 5 — — — 5 
Issuance of common stock, net of issuance costs— — — — — — — 
Issuance of common stock under the Employee Stock Purchase Plan72,982 — 15,777 — — — 15,777 
Unrealized gain on available-for-sale securities— — — — 1,163 — 1,163 
Foreign currency translation adjustment— — — — (678)— (678)
Net loss— — — — — (118,865)(118,865)
Balances as of July 31, 202268,686,532 $69 $2,059,405 $(1,319)$(4,194)$(1,385,793)$668,168 
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MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
(in thousands of U.S. dollars, except share data)
(unaudited)

Common StockAdditional Paid-In CapitalTreasury StockAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity (Deficit)
SharesAmount
Balances as of January 31, 202160,898,451 $61 $932,332 $(1,319)$(704)$(935,403)$(5,033)
Cumulative effect of accounting change— — (309,381)— — 52,635 (256,746)
Stock option exercises483,787 1 3,539 — — — 3,540 
Vesting of early exercised stock options— — 10 — — — 10 
Vesting of restricted stock units341,939 — — — — — — 
Stock-based compensation— — 50,914 — — — 50,914 
Conversion of convertible senior notes372,096 — 2,999 — — — 2,999 
Unrealized gain on available-for-sale securities— — — — 34 — 34 
Foreign currency translation adjustment— — — — (90)— (90)
Net loss— — — — — (63,992)(63,992)
Balances as of April 30, 202162,096,273 $62 $680,413 $(1,319)$(760)$(946,760)$(268,364)
Stock option exercises282,519 — 2,206 — — — 2,206 
Vesting of restricted stock units362,342 — — — — — — 
Stock-based compensation— — 57,705 — — — 57,705 
Conversion of convertible senior notes844,194 1 56,682 — — — 56,683 
Issuance of common stock, net of issuance costs2,500,000 3 889,181 — — — 889,184 
Issuance of common stock under the Employee Stock Purchase Plan45,261 — 12,963 — — — 12,963 
Unrealized loss on available-for-sale securities— — — — (86)— (86)
Foreign currency translation adjustment— — — — 566 — 566 
Net loss— — — — — (77,133)(77,133)
Balances as of July 31, 202166,130,589 $66 $1,699,150 $(1,319)$(280)$(1,023,893)$673,724 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Table of Contents
MONGODB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
(unaudited)
Six Months Ended July 31,
20222021
Cash flows from operating activities
Net loss$(196,159)$(141,125)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization7,745 6,622 
Stock-based compensation180,120 108,619 
Amortization of debt issuance costs1,685 2,319 
Amortization of finance right-of-use assets1,987 1,988 
Amortization of operating right-of-use assets4,458 3,232 
Deferred income taxes(302)(2,378)
Accretion of discount on short-term investments4,076 2,994 
Gain on non-marketable securities(1,694)— 
Unrealized foreign exchange (gain) loss(1,144)1,044 
Change in operating assets and liabilities:
Accounts receivable(19,480)16,323 
Prepaid expenses and other current assets4,908 (5,849)
Deferred commissions(16,555)(16,456)
Other long-term assets(862)(52)
Accounts payable2,161 447 
Accrued liabilities(201)1,467 
Operating lease liabilities(4,549)(2,595)
Deferred revenue331 9,791 
Other liabilities, non-current378 4,068 
Net cash used in operating activities(33,097)(9,541)
Cash flows from investing activities
Purchases of property and equipment(5,152)(2,332)
Acquisition, net of cash acquired— (4,469)
Investment in non-marketable securities(1,119)(1,136)
Proceeds from maturities of marketable securities400,000 275,000 
Purchases of marketable securities(197,614)(403,986)
Net cash provided by (used in) investing activities196,115 (136,923)
Cash flows from financing activities
Proceeds from exercise of stock options2,988 5,745 
Proceeds from issuance of common stock, net of issuance costs— 889,564 
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan15,777 12,963 
Principal repayments of finance leases(1,882)(2,415)
Repayments of convertible senior notes attributable to principal— (27,594)
Net cash provided by financing activities16,883 878,263 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,395)(502)
Net increase in cash, cash equivalents and restricted cash177,506 731,297 
Cash, cash equivalents and restricted cash, beginning of period474,420 430,222 
Cash, cash equivalents and restricted cash, end of period$651,926 $1,161,519 
Supplemental cash flow disclosure
Cash paid during the period for:
Income taxes, net of refunds$4,233 $2,362 
Interest expense$2,925 $3,281 
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets, end of period, to the amounts shown in the statements of cash flows above:
Cash and cash equivalents$651,420 $1,160,996 
Restricted cash, non-current506 523 
Total cash, cash equivalents and restricted cash$651,926 $1,161,519 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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MONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



1. Organization and Description of Business
1.Organization and Description of Business
MongoDB, Inc. (“MongoDB” or the “Company”) was originally incorporated in the state of Delaware in November 2007 under the name 10Gen, Inc. In August 2013, the Company changed its name to MongoDB, Inc. The Company is headquartered in New York City. The Company develops and sells subscriptions to aMongoDB is the leading modern, general purpose database platform. The Company’s robust platform that was builtenables developers to runbuild and modernize applications at scalerapidly and cost-effectively across a broad range of use casescases. Organizations can deploy the Company’s platform at scale in the cloud, on-premise or in a hybrid environment. The Company designed its platform to address the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. In addition to selling subscriptions to its software, the Company provides post-contract support, training and consulting services for its offerings. The Company’s fiscal year ends on January 31.
Reverse Stock Split
In October 2017,
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim condensed consolidated balance sheet as of July 31, 2022, the Company's Boardinterim condensed consolidated statements of Directors (the “Boardstockholders’ equity (deficit) for the three and six months ended July 31, 2022 and 2021, the interim condensed consolidated statements of Directors”)operations and stockholders approved an amendment toof comprehensive loss for the Company's amendedthree and restated certificate of incorporation effecting a 1-for-2 reverse stock split of the Company's issuedsix months ended July 31, 2022 and outstanding shares of common stock and accordingly adjusted the conversion rate of the Series A, B, C, D and E redeemable convertible preferred stock to common stock to 1:0.752021 and the conversion rateinterim condensed consolidated statements of cash flows for the Series F redeemable convertible preferred stock to common stock to 1:0.5.six months ended July 31, 2022 and 2021 are unaudited. The reverse split was effected on October 5, 2017. The par value of the common stock and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All issued and outstanding share and per share amounts included in the accompanyinginterim unaudited condensed consolidated financial statements have been adjustedprepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to reflect this reverse stock split for all periods presented.
Initial Public Offering
In October 2017, the Company closed its initial public offering (“IPO”) of 9,200,000 shares of its Class A common stock at an offering price of $24.00 per share, including 1,200,000 shares pursuant to the underwriters’ option to purchase additional shares ofstate fairly the Company’s Class A common stock.financial position as of July 31, 2022, its statements of stockholders’ equity (deficit) as of July 31, 2022 and 2021, its results of operations and of comprehensive loss for the three and six months ended July 31, 2022 and 2021 and its statements of cash flows for the six months ended July 31, 2022 and 2021. The Company received net proceeds of $201.6 million, after deducting underwriting discounts and commissions of $15.5 million and offering expenses of $3.9 million. Immediately prior to the closing of the IPO, all 41,232,762 shares of the Company’s then-outstanding redeemable convertible preferred stock automatically converted into 26,952,887 shares of common stock at their respective conversion ratiosfinancial data and the Company reclassified $346.4 million from temporary equityother financial information disclosed in the notes to Class B common stock and additional paid-in capital on itsthese interim condensed consolidated balance sheet.
Deferred Offering Costs
Deferred offering costs of $3.9 million, consisting of legal, accounting and other fees and costsfinancial statements related to the IPO, were reclassified to additional paid-in capital as a reductionthree- and six-month periods are also unaudited. The results of operations for the three and six months ended July 31, 2022 are not necessarily indicative of the proceeds uponresults to be expected for the closing of the IPO in October 2017. During the nine months ended Octoberfiscal year ending January 31, 2017, $2.3 million of the deferred offering costs were paid.
2.Summary of Significant Accounting Policies
Basis of Presentation2023 or for any other future year or interim period.
The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).Commission. The condensed balance sheet data as of January 31, 2022 was derived from the Company’s audited financial statements, but does not include all disclosures required by U.S. GAAP. Therefore, these interim unaudited condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s annual consolidated financial statements and related footnotes included in the Company’s final prospectus for its IPO dated as of October 18, 2017 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended,Annual Report on October 19, 2017.
Interim Unaudited Condensed Consolidated Financial Statements
The accompanying interim condensed consolidated balance sheets as of October 31, 2017, the interim condensed consolidated statements of operations and of comprehensive loss for the three and nine months ended October 31, 2016 and 2017, and the interim condensed consolidated statement of cash flows and the interim condensed consolidated statement of redeemable convertible preferred stock and stockholders’ equity (deficit) for the nine months ended October 31, 2017 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position as of October 31, 2017, its results of operations and of comprehensive loss for the three and nine months ended October 31, 2017 and 2016, and its statement of cash flows for the nine months ended October 31, 2017 and 2016 and its statement of redeemable convertible preferred stock and stockholders’ equity (deficit) for the nine months ended October 31, 2017. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three- and nine-month periods are also unaudited. The results of operations for the three and nine months ended October 31, 2017 are not necessarily indicative of the results to be expectedForm 10-K for the fiscal year endingended January 31, 2018 or for any other future year or interim period.2022 (the “2022 Form 10-K”).
Use of Estimates
The preparation of the interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and assumptionsjudgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, stock-based compensation, fair value of common stock and redeemable convertible preferred stock warrants priorthe incremental borrowing rate related to the IPO,Company’s lease liabilities, stock-based compensation, legal contingencies, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of non-marketable securities and accounting for income taxes. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events.
The ongoing COVID-19 pandemic and global macroeconomic conditions, including rising interest rates and inflation, continue to impact demand and supply for a broad variety of goods and services, including demand from the Company’s customers, while also disrupting sales channels and marketing activities for an unknown period of time.
Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or adjust
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MONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates.
Emerging Growth Company Status
As an “emerging growth company” (“EGC”), the Jump-start Our Business Start-ups Act (“JOBS Act”), allows the Companyestimates and any such differences may be material to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make the Company’s common stock less attractive to investors.statements.
Significant Accounting Policies
There have been no changes to the Company’s significant accounting policies as described in the Company’s final prospectus for its IPO dated as of October 18, 2017 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on October 19, 2017.2022 Form 10-K.
Recently Adopted Accounting Pronouncements
Stock-Based Compensation. Starting February 1, 2016, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, which would among other items, provide an accounting policy election to account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures and modifies financial statement presentation of excess tax benefits or deficiencies. The Company elected to account for forfeitures as they occur and therefore, stock-based compensation expense for the three and nine months ended October 31, 2017 and 2016 has been calculated based on actual forfeitures in the unaudited condensed consolidated statements of operations. The cumulative effect of this change increased the accumulated deficit and decreased additional paid-in capital as of February 1, 2016 by $1.5 million. In addition, the effect on the Company’s historical consolidated financial statements was limited to an immaterial cumulative-effect adjustment for previously unrecognized excess tax benefits as a deferred tax asset with an offset to opening accumulated deficit, which was fully offset by a valuation allowance.
MONGODB, INC.3. Fair Value Measurements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


Consolidated Statements of Cash Flows. Starting February 1, 2016, the Company elected to early adopt ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU No. 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU No. 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU No. 2016-15 and ASU No. 2016-18 using the retrospective transition method and adjusted the consolidated statements of cash flows in all comparative periods presented.
New Accounting Pronouncements Not Yet Adopted
Stock-Based Compensation. In May 2017, the Financial Accounting Standards Board (“FASB”), issued ASU 2017-09, Compensation—Stock Compensation (Topic 718). The amendments in the update provide guidance on types of changes to the terms or conditions of share-based payment awards, which would be required to apply modification accounting under Accounting Standards Codification (“ASC”) 718. The new guidance becomes effective for the Company for the fiscal year ending January 31, 2018, though early adoption is permitted. The Company is currently evaluating whether this standard will have a material impact on its consolidated financial statements.
Goodwill Impairment. In January 2017, the FASB issued ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard will simplify the measurement of goodwill by eliminating step two of the two-step impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for the Company for the fiscal year ending January 31, 2022, though early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.
Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. Depending on when the Company loses its EGC status, it may be required to adopt the new lease standard as early as its interim results for the period ending April 30, 2019, but no later than for its annual results for the fiscal year ending January 31, 2021, though early adoption is permitted. The Company is currently evaluating adoption methods and whether this standard will have a material impact on its consolidated financial statements.
Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standard for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB has issued the following pronouncements related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU 2016-20, Technical Corrections and Improvements to Topic 606, which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standard”).
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


The Company plans to adopt the new revenue standard using the full retrospective transition method when it becomes effective for the Company. Depending on when the Company loses its EGC status, it may be required to adopt the new revenue standard as early as its annual results for the fiscal year ending January 31, 2019, but no later than for its annual results for the fiscal year ending January 31, 2020, though early adoption is permitted. While the Company continues to assess the potential impacts of the new revenue standard, the Company currently expects unearned subscription revenue to decline significantly upon adoption. Currently, as the Company’s subscription offerings include software term licenses and post-contract customer support for which the Company has not established vendor specific objective evidence (“VSOE”), the entire subscription fee is recognized ratably over the term of the contract. However, under the new revenue standard, the requirement for VSOE for undelivered elements is eliminated and, as a result, the Company is required to identify all deliverables in a contract and recognize revenue based on each deliverable separately. The Company currently expects that the portion related to the software term license deliverable will be recognized upon delivery. The Company is in the process of determining the revenue recognition impact for the other deliverables of each contract. The Company continues to evaluate the effect that the new revenue standard will have on its consolidated financial statements and related disclosures, and preliminary assessments are subject to change.
3.Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value on a recurring basis as of OctoberJuly 31, 20172022 and January 31, 2017,2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):
Fair Value Measurement at October 31, 2017Fair Value Measurement as of July 31, 2022
Level 1 Level 2 Level 3 TotalLevel 1Level 2Level 3Total
Financial Assets:       Financial Assets:
Cash and cash equivalents:       Cash and cash equivalents:
Money market funds$225,756
 $—
 $—
 $225,756
Money market funds$520,528 $— $— $520,528 
Short-term investments:       Short-term investments:
U.S. government treasury securities45,810
 —
 —
 45,810
U.S. government treasury securities1,144,192 — — 1,144,192 
Total financial assets$271,566
 $—
 $—
 $271,566
Total financial assets$1,664,720 $— $— $1,664,720 

Fair Value Measurement at January 31, 2017Fair Value Measurement as of January 31, 2022
Level 1 Level 2 Level 3 TotalLevel 1Level 2Level 3Total
Financial Assets:       Financial Assets:
Cash and cash equivalents:       Cash and cash equivalents:
Money market funds$35,104
 $—
 $—
 $35,104
Money market funds$331,221 $— $— $331,221 
U.S. government treasury securities20,000
     20,000
Short-term investments:       Short-term investments:
U.S. government treasury securities47,195
 —
 —
 47,195
U.S. government treasury securities1,352,019 — — 1,352,019 
Total financial assets$102,299
 $—
 $—
 $102,299
Total financial assets$1,683,240 $— $— $1,683,240 
Financial Liability:       
Redeemable convertible preferred stock warrant liability$—
 $—
 $1,272
 $1,272
Total financial liability$—
 $—
 $1,272
 $1,272
The Company utilized the market approach and Level 1 valuation inputs to value its money market mutual funds and U.S. government treasury securities because published net asset values were readily available. As of October 31, 2017 and January 31, 2017, gross unrealized gains and unrealized losses for cash equivalents and short-term investments were not material, and theThe contractual maturity of all marketable securities was less than one year.year as of July 31, 2022 and January 31, 2022. As of July 31, 2022, unrealized losses on our U.S. government treasury securities were approximately $4.6 million. The increase in market interest rates as of July 31, 2022 has resulted in unrealized losses on these securities. The Company intends to hold these securities to maturity and, as a result, does not expect to realize these losses in its financial statements. The Company concluded that an allowance for credit losses was unnecessary for short-term investments as of July 31, 2022. Gross realized gains and losses were not material for each of the three- and six-month periods ended July 31, 2022 and 2021.
Convertible Senior Notes
The Company measures the fair value of its outstanding convertible senior notes on a quarterly basis for disclosure purposes. The Company considers the fair value of its convertible senior notes at July 31, 2022 to be a Level 2 measurement due to limited trading activity of the convertible senior notes. Refer to Note 5, Convertible Senior Notes, for further details.
Non-marketable Securities
As of July 31, 2022 and January 31, 2022, the total amount of non-marketable equity and debt securities included in other assets on the Company’s condensed consolidated balance sheets were $7.7 million and $4.8 million, respectively. During the six months ended July 31, 2022, the Company invested an additional $1.1 million of its cash in non-marketable equity securities. In addition, the Company recognized a gain on certain of these non-marketable securities of $1.7 million during the six months ended July 31, 2022. No gain or loss was recognized for the three and six months ended July 31, 2021.
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MONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


Refer to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s 2022 Form 10-K for further information. The Company’s redeemable convertible preferred stock warrants were categorizedCompany considers these assets as Level 3 because they were valued based on unobservable inputs and management’s judgmentwithin the fair value hierarchy. The estimation of fair value for these investments is inherently complex due to the absencelack of quoted mark prices,readily available market data and inherent lack of liquidity and requires the long-term natureCompany’s judgment and the use of such financial instruments. The Company estimated the fair value of its historical redeemable convertible preferred stock warrant liability using the Black-Scholes pricing model. The significant unobservable inputs usedin an inactive market. In addition, the determination of whether an orderly transaction is for the identical or a similar investment requires significant management judgment, including understanding the differences in the fair value measurementrights and obligations of the redeemable convertible preferred stock warrant liability wereinvestments, the extent to which those differences would affect the fair valuevalues of those investments and the stage of operational development of the underlying stock atentities.

4. Goodwill and Acquired Intangible Assets, Net
There were no material changes to goodwill carrying amounts during the valuation datesix months ended July 31, 2022. The gross carrying amounts and the estimated termaccumulated amortization of the warrant. Generally, increases (decreases)Company’s intangible assets were as follows (in thousands):
July 31, 2022
Gross Carrying ValueAccumulated AmortizationNet Book ValueWeighted-Average Remaining Useful Life
(in years)
Developed technology$38,100 $(26,052)$12,048 2.2
Customer relationships15,200 (11,230)3,970 1.3
Total$53,300 $(37,282)$16,018 
January 31, 2022
Gross Carrying ValueAccumulated AmortizationNet Book ValueWeighted-Average Remaining Useful Life
(in years)
Developed technology$38,100 $(22,982)$15,118 2.6
Customer relationships15,200 (9,710)5,490 1.8
Total$53,300 $(32,692)$20,608 
Acquired intangible assets are amortized on a straight-line basis. Amortization expense of intangible assets was $2.3 million and $4.6 million for the three and six months ended July 31, 2022, respectively, and $2.3 million and $4.5 million for the three and six months ended July 31, 2021, respectively. Amortization expense for developed technology was included as research and development expense in the fair valueCompany’s condensed consolidated statements of the underlying stockoperations. Amortization expense for customer relationships was included as sales and estimated term resulted in a directionally similar impact to the fair value measurement, as recognized in other income (expense), netmarketing expense in the Company’s interim unaudited condensed consolidated statements of operations.
As of July 31, 2022, future amortization expense related to the intangible assets is as follows (in thousands):
Years Ending January 31,
Remainder of 2023$4,590 
20248,505 
20252,130 
2026680 
2027113 
Total$16,018 

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MONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Convertible Senior Notes
The net carrying amounts of the Company’s convertible notes were as follows for the periods presented (in thousands):
July 31, 2022January 31, 2022
2026 Notes2026 Notes
Principal$1,149,982 $1,149,988 
Unamortized debt issuance costs(11,782)(13,467)
Net carrying amount$1,138,200 $1,136,521 

As of July 31, 2022, the estimated fair value (Level 2) of the outstanding 2026 Notes (as defined herein), which is utilized solely for disclosure purposes, was approximately $1.8 billion. The fair value was determined based on the closing trading price per $100 of the 2026 Notes as of the last day of trading for the period. The fair value of the 2026 Notes is primarily affected by the trading price of the Company’s common stock and market interest rates.
In January 2020, the Company issued $1.0 billion aggregate principal amount of 0.25% convertible senior notes due 2026 in a private placement and, also in January 2020, the Company issued an additional $150.0 million aggregate principal amount of convertible senior notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional convertible senior notes (collectively, the “2026 Notes”). The 2026 Notes are senior unsecured obligations of the Company and interest is payable semiannually in arrears on July 15 and January 15 of each year, beginning on July 15, 2020, at a rate of 0.25% per year. The 2026 Notes will mature on January 15, 2026, unless earlier converted, redeemed or repurchased. The total net proceeds from the offering, after deducting initial purchase discounts and estimated debt issuance costs, were approximately $1.13 billion.
Refer to Note 6, Convertible Senior Notes, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s 2022 Form 10-K for further information on the 2026 Notes.
During the three months ended July 31, 2022, the conditional conversion feature of the 2026 Notes was triggered as the last reported sale price of the Company's common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on July 31, 2022 (the last trading day of the fiscal quarter) and therefore the 2026 Notes are currently convertible, in whole or in part, at the option of the holders from August 1, 2022 through October 31, 2017, all previously outstanding redeemable2022. Whether the 2026 Notes will be convertible preferredfollowing such period will depend on the continued satisfaction of this condition or another conversion condition in the future.
During the three and six months ended July 31, 2022, certain holders elected to redeem an immaterial aggregate principal amount of the 2026 Notes. The Company elected to settle the redemption through the issuance of common stock. The Company may elect to repay the 2026 Notes in cash, shares of the Company’s common stock warrants were fully exercised, as described inor a combination of both cash and shares with respect to future conversions of the 2026 Notes.
Capped Calls
In connection with the pricing of the issuance of our convertible notes due June 15, 2024 (the “2024 Notes”) and the 2026 Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”). The Capped Calls associated with the 2024 Notes each have an initial strike price of approximately $68.15 per share, subject to certain adjustments, which corresponded to the initial conversion price of the 2024 Notes. These Capped Calls have initial cap prices of $106.90 per share, subject to certain adjustments.
The Capped Calls associated with the 2026 Notes each have an initial strike price of approximately $211.20 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. These Capped Calls have initial cap prices of $296.42 per share, subject to certain adjustments. The Company did not unwind any of its Capped Calls through July 31, 2022.
Refer to Note 6, Warrants.
The following table presents a reconciliationConvertible Senior Notes, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the redeemable convertible preferred stock warrant liability measured at fair value using significant unobservable inputs (in thousands):Company’s 2022 Form 10-K for further information on the Capped Calls and the 2024 Notes.

10
Fair value, beginning balance, January 31, 2017$1,272
Issuance of redeemable convertible preferred stock warrants—
Conversion of redeemable convertible preferred
stock warrant liability into redeemable convertible preferred stock		(1,171)
Change in fair value of redeemable convertible preferred stock warrant liability(101)
Fair value, ending balance, October 31, 2017$—
Table of Contents
4.Commitments and Contingencies
Operating LeasesMONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Leases
The Company has entered into non-cancellablenon-cancelable operating leases, primarily related to rental ofand finance lease agreements, principally real estate for office space expiring through 2027. The Company recognizes operating lease costs on a straight-line basis over the term of the agreement, taking into account adjustments for market provisions such as free or escalating base monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of the required payments.globally. The Company may receive renewal or expansion options, leasehold improvement allowances or other incentives on certain lease agreements. Total rent expense relatedLease terms range from one to operating leases was $2.3 million12 years and $1.8 million formay include renewal options, which the three months ended October 31, 2017 and 2016, respectively, and $6.6 million and $5.0 million forcompany deems reasonably certain to be renewed. The exercise of the nine months ended October 31, 2017 and 2016, respectively.lease renewal option is at the company's discretion.
In August 2016, the Company amended an existing irrevocable, standby letter of credit with Silicon Valley Bank for $0.5 million to serve as a security deposit for the Company’s headquarters lease in New York City. The amendment reduced the letter of credit from $1.1 million to $0.5 million. In January 2017, the Company entered into an irrevocable, standby letter of credit with Silicon Valley Bank for $0.4 million to serve as a security deposit for the Company’s lease in Texas. In October 2017, the Company entered into an irrevocable, standby letter of credit with Silicon Valley Bank for $0.2 million to serve as a security deposit for the Company’s lease in Australia. These letters of credit mature at various dates, but do not extend beyond the corresponding lease agreements for which such letter of credit has been obtained.
Other Obligations
The Company has entered into certain other non-cancelable agreements primarily for subscription, marketing services and capacity commitments. During the three and nine months ended October 31, 2017, the Company increased certain capacity commitments with respect to cloud infrastructure services. In addition, in November 2017, the Company entered into an enterprise partnership arrangement with a cloud infrastructure provider and in December 2017, the Company entered into a leasenew agreement forto lease office space in New York City. BothGurgaon, India for a term of these subsequent events include additional commitments that are described furtherfive years with total estimated aggregate base rent payments of $7.0 million. This lease commenced and payments began in Note 12, Subsequent Events.April 2022.
Lease Costs
The components of the Company’s lease costs included in its interim unaudited condensed consolidated statement of operations were as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Finance lease cost:
Amortization of finance lease right-of-use assets$993 $994 $1,987 $1,988 
Interest on finance lease liabilities732 802 1,482 1,621 
Operating lease cost3,051 2,261 5,615 4,168 
Short-term lease cost605 133 1,142 199 
Total lease cost$5,381 $4,190 $10,226 $7,976 
Balance Sheet Components
The balances of the Company’s finance and operating leases were recorded on the condensed consolidated balance sheet as follows (in thousands):
July 31, 2022January 31, 2022
Finance Lease:
Property and equipment, net$29,476 $31,463 
Other accrued liabilities (current)5,331 4,511 
Other liabilities, non-current46,470 49,173 
Operating Leases:
Operating lease right-of-use assets$46,418 $41,745 
Operating lease liabilities (current)9,163 8,084 
Operating lease liabilities, non-current40,437 38,707 
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(UNAUDITED)

Supplemental Information

The following table presents supplemental information related to the Company’s finance and operating leases (in thousands, except weighted-average information):
Six Months Ended July 31,
20222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance lease$1,482 $1,621 
Operating cash flows from operating leases5,706 3,626 
Financing cash flows from finance lease1,882 2,415 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$9,649 $12,073 
Weighted-average remaining lease term as of period end (in years):
Finance lease7.48.4
Operating leases6.17.7
Weighted-average discount rate:
Finance lease5.6 %5.6 %
Operating leases5.2 %4.3 %

Maturities of Lease Liabilities
Future minimum lease payments under non-cancelable finance and operating leases and other non-cancelable agreementson an annual undiscounted cash flow basis as of OctoberJuly 31, 2017,2022 were as follows (in thousands):
Year Ending January 31,Finance LeaseOperating Leases
Remainder of 2023$4,037 $5,680 
20248,073 11,885 
20258,445 10,184 
20268,711 7,904 
20278,711 6,023 
Thereafter25,407 16,507 
Total minimum payments63,384 58,183 
Less imputed interest(11,583)(8,583)
Present value of future minimum lease payments51,801 49,600 
Less current obligations under leases(5,331)(9,163)
Non-current lease obligations$46,470 $40,437 

7. Commitments and Contingencies
Year Ending January 31,Operating Leases Other Obligations
Remainder of 2018$2,422
 $2,771
20198,235
 3,383
20202,879
 2,525
20212,823
 1279
20221,523
 —
Thereafter4,902
 —
Total minimum payments$22,784
 $9,958
Non-cancelable Material Commitments
During the six months ended July 31, 2022, other than certain non-cancelable operating leases described in Note 6, Leases, there have been no material changes outside the ordinary course of business to the Company’s contractual obligations and commitments from those disclosed in the 2022 Form 10-K.
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Legal Matters
From time to time, the Company has become involved in claims, litigation and other legal matters arising in the ordinary course of business. business, including intellectual property claims, labor and employment claims and breach of contract claims. For example, on March 12, 2019, Realtime Data LLC (“Realtime”) filed a lawsuit against the Company in the United States District Court for the District of Delaware alleging that the Company is infringing three U.S. patents that it holds: U.S. Patent No. 9,116,908, U.S. Patent No. 9,667,751 and U.S. Patent No. 8,933,825. On May 4, 2021, in a consolidated action that includes Realtime's case against MongoDB, the District Court granted certain defendants' motion to dismiss without prejudice, finding that the patents are invalid under 35 U.S.C. § 101. Realtime filed an amended complaint against the Company on May 18, 2021, and the Company moved to dismiss that amended complaint on June 29, 2021. On August 23, 2021, the District Court granted the Company's motion to dismiss. On August 25, 2021, Realtime filed a notice of appeal of the Delaware District Court’s order. Realtime filed its appellate brief on December 2, 2021 and the defendants (including MongoDB) filed a responsive brief on March 11, 2022. Realtime filed a reply brief on April 29, 2022. The oral argument has not yet been scheduled.
The Company investigates theseall claims, litigation and other legal matters as they arise. Although claims and litigation are inherently unpredictable, as of July 31, 2022 and January 31, 2022, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial position, results of operations or cash flows.
The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. From time to time,Regardless of the outcome, litigation can have an adverse impact on the Company is a party to litigationbecause of defense and subject to claims and threatened claims incident to the ordinary coursesettlement costs, diversion of business, including intellectual property claims, labor and employment claims, breach of contract claims,management resources and other matters.
Although the results of litigation and claims are inherently unpredictable, the Company believes that there was not at least a reasonable possibility that the Company had incurred a material loss with respect to such loss contingencies, as of October 31, 2017 and January 31, 2017, therefore, the Company has not recorded an accrual for such contingencies.factors.
Indemnification
The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, landlords, contractors and parties performing its research and development. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The terms of these indemnification agreements are generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material. The Company maintains commercial general liability insurance and product liability insurance to offset certain of the Company’s potential liabilities under these indemnification provisions.
The Company has entered into indemnification agreements with each of its directors and executive officers. These agreements require the Company to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.
5.Stockholders’ Equity (Deficit)
Redeemable Convertible Preferred Stock
8. Revenue
Disaggregation of Revenue
Based on the information provided to and reviewed by the Company’s Chief Executive Officer (“CEO”), its Chief Operating Decision Maker, the Company believes that the nature, amount, timing and uncertainty of its revenue and cash flows and how they are affected by economic factors is most appropriately depicted through the Company’s primary geographical markets and subscription product categories. The Company’s primary geographical markets are North and South America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific. The Company previously issued redeemable convertible preferred stock in one or more series, each with such designations, rights, qualifications, limitations,also disaggregates its subscription products between its MongoDB Atlas-related offerings and restrictions as set forth in the Company’s certificateother subscription products, which include MongoDB Enterprise Advanced.
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Table of incorporation, as in effect prior to the IPO. Immediately prior to the completion of the IPO, as described in Note 1, Organization and Business Description, all shares of redeemable convertible preferred stock then outstanding were automatically converted to 26,952,887 shares of Class B common stock at the respective conversion ratios.Contents
MONGODB, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

The following table presents the Company’s revenues disaggregated by primary geographical markets, subscription product categories and services (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Primary geographical markets:
Americas$185,796 $120,827 $359,852 $230,303 
EMEA84,627 57,582 166,596 112,307 
Asia Pacific33,237 20,338 62,659 37,785 
Total$303,660 $198,747 $589,107 $380,395 
Subscription product categories and services:
MongoDB Atlas-related$193,354 $111,756 $363,349 $205,267 
Other subscription98,253 79,625 202,839 160,684 
Services12,053 7,366 22,919 14,444 
Total$303,660 $198,747 $589,107 $380,395 
Customers located in the United States accounted for 55% of total revenue for both the three and six months ended July 31, 2022 and 54% of total revenue for both the three and six months ended July 31, 2021. No other country accounted for 10% or more of revenue for the periods presented.
Contract Liabilities
The Company’s contract liabilities are recorded as deferred revenue in the Company’s condensed consolidated balance sheet and consist of customer invoices issued or payments received in advance of revenues being recognized from the Company’s subscription and services contracts. Deferred revenue, including current and non-current balances, was $375.2 million for each of July 31, 2022 and January 31, 2022. Approximately 36% of the total revenue recognized for each of the six months ended July 31, 2022 and 2021 was from deferred revenue at the beginning of each respective period.
Remaining Performance Obligations
Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligations include unearned revenue, multi-year contracts with future installment payments and certain unfulfilled orders against accepted customer contracts at the end of any given period. As of July 31, 2022, the aggregate transaction price allocated to remaining performance obligations was $400.2 million. Approximately 62% is expected to be recognized as revenue over the next 12 months and the remainder thereafter. The Company applies the practical expedient to omit disclosure with respect to the amount of the transaction price allocated to remaining performance obligations if the related contract has a total duration of 12 months or less.
Unbilled Receivables
Revenue recognized in excess of invoiced amounts creates an unbilled receivable, which represents the Company’s unconditional right to consideration in exchange for goods or services that the Company has transferred to the customer. Unbilled receivables are recorded as part of accounts receivable, net in the Company’s condensed consolidated balance sheets. As of July 31, 2022 and January 31, 2022, unbilled receivables were $7.5 million and $6.1 million, respectively.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Class A and Class B Common StockAllowance for Doubtful Accounts
The Company has two classesconsiders expectations of common stock, Class A and Class B.forward-looking losses, in addition to historical loss rates, to estimate its allowance for doubtful accounts on its accounts receivable. The rightsfollowing is a summary of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share. Shares of Class B common stock may be converted to Class A common stock at any time atchanges in the option of the stockholder. Shares of Class B common stock automatically convert to Class A common stock upon the following: (i) sale or transfer of such share of Class B common stock, subject to specified permitted transfers; (ii) the death of the Class B common stockholder (or nine months after the date of death if the stockholder is one of the founders); and (iii) on the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B common stock represent less than 10% of the then-outstanding Class A and Class B common stock; or (b) the date specified by vote of the Board of Directors and the holders of a majority of the outstanding shares of Class B common stock and redeemable convertible preferred stock, voting together as a single class on an as-converted basis. Class A and Class B common stock are referred to as common stock throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted.Company’s allowance for doubtful accounts (in thousands):
As of October 31, 2017, the Company had authorized 1,000,000,000 shares and 100,000,000 shares of Class A and Class B common stock, respectively, each par value $0.001 per share, of which 9,325,098 shares of Class A common stock were issued and outstanding and 41,341,283 and 41,241,912 shares of Class B common stock were issued and outstanding, respectively.
6.WarrantsAllowance for Doubtful Accounts
Redeemable Convertible Preferred Stock Warrants
The Company previously issued warrants to purchase Series E and Series F redeemable convertible preferred stock at an exercise price of $0.01 per share in connection with a software development contract with a customer. During the nine months ended October 31, 2017, warrants to purchase 45,301 shares of Series E redeemable convertible preferred stock and 41,258 shares of Series F redeemable convertible preferred stock were exercised in full, representing the total number of redeemable convertible preferred stock warrants outstanding. Upon the exercise of these warrants, the aggregate fair value of the Series E and Series F redeemable convertible preferred stock warrant liabilities was re-measured to be $1.2 million on the exercise date and was reclassified to redeemable convertible preferred stock. During the three months ended October 31, 2017, these shares of redeemable convertible preferred stock were automatically converted to 53,562 shares of Class B common stock at the respective conversion ratios.
Common Stock Warrants
In April 2013, in connection with a lease agreement and a loan agreement with the same financial institution, the Company issued immediately exercisable and fully vested warrants to purchase an aggregate of 116,258 shares of Class B common stock at an exercise price of $5.72 per share. Furthermore, in April 2013, in connection with a loan agreement with another financial institution, the Company issued immediately exercisable and fully vested warrants to purchase 5,785 shares of Class B common stock at an exercise price of $5.72 per share. These warrants were net exercised in full during the three months ended October 31, 2017 and the Company issued 99,534 shares of Class B common stock upon such exercise. No common stock warrants were outstanding as of October 31, 2017.
Balance at January 31, 2022$4,966 
7.ProvisionEquity Incentive Plans2,471 
Recoveries/write-offs(2,477)
Balance as of July 31, 2022$4,960 
Costs Capitalized to Obtain Contracts with Customers
Deferred commissions were $219.9 million and $203.3 million as of July 31, 2022 and January 31, 2022, respectively. Amortization expense with respect to deferred commissions, which is included in sales and marketing expense in the Company’s interim unaudited condensed consolidated statement of operations, was $18.9 million and $36.5 million for the three and six months ended July 31, 2022, respectively, and $10.5 million and $20.2 million for the three and six months ended July 31, 2021, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

9. Equity Incentive Plans and Employee Stock Purchase Plan
2008 Stock Incentive Plan and 2016 StockEquity Incentive Plan
In 2008 and 2016, theThe Company adopted the 2008 Stock Incentive Plan (as amended, the “2008 Plan”), and the 2016 Equity Incentive Plan (as amended, the “2016 Plan”), primarily for the purpose of granting stock-based awards to employees, directors and consultants, including stock options, and other stock-based awards including restricted stock units (“RSUs”). and other stock-based awards. With the establishment of the 2016 Plan in December 2016, all shares available for grant under the 2008 Plan were transferred to the 2016 Plan. The Company no longer grants any stock-based awards under the 2008 Plan and any shares underlying stock options canceled under the 2008 Plan will be automatically transferred to the 2016 Plan.
Stock options granted underOptions
The 2016 Plan provides for the stock option plans may be eitherissuance of incentive stock options (“ISOs”) or nonstatutory stock options (“NSOs”). ISOs may be granted to employees and NSOs may be grantednon-statutory stock options to employees, directors or consultants. As of January 31, 2017, the Company made one ISO grant, all other stock options outstanding were granted as NSOs. The exercise prices of the stock option grants must be not less than 100% of the fair value of the common stock on the grant date as determined by the Board of Directors. If, at the date of grant, the optionee owns more than 10% of the total combined voting power of all classes of
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


outstanding stock (a “10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the date of grant as determined by the Board of Directors. Options granted are exercisable over a maximum term of 10 years from the date of grant or five years from the date of grant for ISOs granted to any 10% stockholder. TheCompany’s Board of Directors, or a committee thereof, determines the vesting schedule for all equity awards. Stock option awards generally vest over a period of four years with 25% vesting on the one yearone-year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee’s service to the Company. RSU awardsThere were no stock options granted during the six months ended July 31, 2022.
The following table summarizes stock option activity for the six months ended July 31, 2022 (in thousands, except share and per share data and years):
SharesWeighted-Average
Exercise
Price Per Share		Weighted- Average
Remaining
Contractual Term
(In Years)		Aggregate
Intrinsic
Value
Balance - January 31, 20222,591,894 $7.46 3.9$1,030,680 
Stock options exercised(399,503)7.48 
Stock options forfeited and expired(809)5.72 
Balance - July 31, 20222,191,582 $7.45 3.6$668,474 
Vested and exercisable - January 31, 20222,591,894 $7.46 3.9$1,030,680 
Vested and exercisable - July 31, 20222,191,582 $7.45 3.6$668,474 
Restricted Stock Units
The 2016 Plan provides for the issuance of RSUs to employees, directors and consultants. RSUs granted to new employees generally vest over a period of four years with 25% vesting on the one yearone-year anniversary of the award vesting start date
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and the remainder vesting quarterly over the next 12 quarters, ofsubject to the grantee’s continued service to the Company. RSUs granted to existing employees generally vest quarterly over a period of four years, subject to the grantee’s continued service to the Company.
Stock Options and Restricted Stock Units
The following table summarizes stock option and RSU award activity for the 2008 and 2016 Plans (in thousands, except share and per share data and years):
six months ended July 31, 2022:
   Options Outstanding
 Shares
Available
for Grant		 Shares Weighted-
Average
Exercise
Price Per
Share		 Weighted-
Average
Remaining
Contractual
Term
(In Years)		 Aggregate
Intrinsic
Value
Balance - January 31, 2017678,260
 11,090,597
 $6.47
 8.2 $21,717
Authorized3,000,000
 —
 —
    
Options granted(3,596,525) 3,596,525
 10.57
    
Options exercised—
 (1,242,172) 7.54
    
Early exercised shares repurchased21,721
 —
 —
    
Options forfeited and expired669,623
 (669,623) 7.49
    
RSUs granted(54,550)        
Balance - October 31, 2017718,529
 12,775,327
 7.56
 8.0 292,772
Options vested and exercisable - January 31, 2017  4,344,092
 6.21
 7.3 9,875
Options vested and exercisable - October 31, 2017  5,011,187
 $6.29
 6.8 $121,224
SharesWeighted-Average Grant Date Fair Value per RSU
Unvested - January 31, 20223,226,759 $258.85 
RSUs granted1,318,086 307.47 
RSUs vested(769,661)206.09 
RSUs forfeited and canceled(198,402)282.14 
Unvested - July 31, 20223,576,782 $286.83 

Executive Performance Share Awards
During the three months ended October 31, 2017,April 30, 2022, the Company created a long-term performance-based equity award program and granted 29,550 RSUsperformance share units (“PSUs”) to employeesthe Company’s CEO and certain other executives. The vesting of PSUs is conditioned upon the achievement of certain targets for the year ended January 31, 2023. Upon achievement of those conditions, the PSUs vest annually over a period of three years from the date of grant, subject to the executive’s continued employment with the Company. Each vested PSU entitles the executive to one share of common stock. A PSU performance factor of 100 will result in the targeted number of PSUs being vested. The minimum percentage of PSUs that can vest is zero, with a maximum percentage of 200. On the date of grant, the Company assumed a performance factor of 100, which would result in 74,823 PSUs to be issued, if fully vested.
The grant date fair value of $0.7 million. During the nine months ended October 31, 2017, the Company granted 54,550 RSUs with a total grant date fair value of $0.9 million. No RSUs were vested, forfeited or canceled as of October 31, 2017. No RSUs were granted during the three and nine months ended October 31, 2016.
2016 China Stock Appreciation Rights Plan
In April 2016, the Company adopted the 2016 China Stock Appreciation Rights Plan (as amended, the “China SAR Plan”) for its employees in China. For grants made prior to the IPO, the China SAR Plan included a service vesting condition andthese PSUs was $23.7 million at a performance vesting condition. The service vesting condition is generally over four years with 25% vesting onfactor of 100, which was determined by using the one year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee’s service to the Company. The performance vesting condition is defined as the Company’s common stock being publicly traded (a qualifying liquidity event). The China SAR Plan units are cash settled upon exercise and will be paid as a cash bonus equal to the difference between the strikeclosing price of the vested plan units and the fair market value of commonCompany’s stock at the enddate of each reporting period.
Forgrant. Compensation expense is being recognized over the year ended January 31, 2017, the Company granted 21,500 units of the China SAR Plan at a weighted average strike price of $6.78 per share. The Company granted no units under this plan for the three and nine months ended October 31, 2017. All of the units granted during the year ended January 31, 2017 were still outstanding as of October 31, 2017. During the three and nine months ended October 31, 2017, upon the vesting of 7,958 units, the total expense and liability related to China SAR for three and nine months ended October 31, 2017 was $0.2 million and was recorded as part of the “Accrued compensation and benefits”requisite service period based on the Company’s unaudited condensed consolidated balance sheet. The Company did not recognize any compensation expense related to the China SAR Plan prior to October 18, 2017 because the
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


Company had determinedprobability of the performance conditions with respect tobeing satisfied using the occurrence of a qualifying liquidity event, were not probable until the successful IPO.accelerated attribution method.
2017 Employee Stock Purchase Plan
In October 2017, the Company’s Board of Directors adopted, and stockholders approved, the 2017 Employee Stock Purchase Plan (“(the “2017 ESPP”). A total of 995,000 shares of the Company’s Class A common stock have been initially authorized for issuance under the 2017 ESPP. Subject to any plan limitations, the 2017 ESPP allows eligible employees to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s Class A common stock at a discounted price per share. Except forIn June 2022, the initial offering period, the ESPP provides for separate six-month offering periods. The initial offering period will run from October 18, 2017 through June 15, 2018.
Unless otherwise determined by the Board of Directors, the Company’s Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% of the fair market value of the Company’s Class A common stock on the first trading day of the offering period, which for the initial offering period is the price at whichCompany issued 72,982 shares of the Company’s Class Aits common stock were first sold to the public, or (2) 85% of the fair market value of the Company’s Class A common stock on the last trading day of the offering period.
During the three and nine months ended October 31, 2017, no shares of Class A common stock were purchased under the 2017 ESPP. The total expense related to the 2017 ESPP for three and nine months ended October 31, 2017 was $0.1 million.
Stock Option Repricing
On April 13, 2016, the Company amended all then-current employee and active non-employee stock options with an exercise price greater than $6.50 per share that remained outstanding and unexercised on such date to reprice their respective exercise prices to $6.50 per share, the fair market value of the Company’s common stock as of April 13, 2016, as determined by the Board of Directors. Pursuant to this repricing, options to purchase 6,898,736 shares of common stock were repriced, including options to purchase 3,303,786 shares of common stock held by the Company’s executive officers. The Company determined the total incremental compensation expense related to the repriced awards was $10.7 million, of which $0.6 million was recorded in both the three months ended October 31, 2017 and 2016, respectively, and $1.8 million and $4.9 million in the nine months ended October 31, 2017 and 2016, respectively.
Early Exercise of Stock Options
The Company allows employees and directors to exercise options granted prior to vesting. The unvested shares are subject to lapsing repurchase rights upon termination of employment. For early exercised stock options under the 2008 Plan, the repurchase price is at the original purchase price. For early exercised stock options under the 2016 Plan, the repurchase price is the lower of (i) the then-current fair market value of the common stock on the date of repurchase, and (ii) the original purchase price. The proceeds initially are recorded in other current and noncurrent liabilities from the early exercise of stock options and reclassified to common stock and paid-in capital as the repurchase right lapses.
For the three months ended October 31, 2017 and 2016, the Company issued common stock of 99,618 and 21,506 shares, respectively, for stock options exercised prior to vesting. For the nine months ended October 31, 2017 and 2016, the Company issued common stock of 358,380 and 202,973 shares, respectively, for stock options exercised prior to vesting. For the three months ended October 31, 2017 and 2016, we repurchased 11,362 and 3,437 shares, respectively, of common stock related to unvested stock options at the original exercise price due to the termination of employees. For the nine months ended October 31, 2017 and 2016, we repurchased 21,721 and 3,516 shares, respectively, of common stock related to unvested stock options at the original exercise price due to the termination of employees. As of October 31, 2017 and January 31, 2017, 311,710 and 118,059 shares held by employees and directors were subject to potential repurchase at an aggregate price of $2.4 million and $0.8 million, respectively.
Determination of Fair Value
The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the fair value of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options, , which requires the use of assumptions including actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine.
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


Fair Value of Common Stock. Prior to the IPO, the fair value of common stock underlying the stock options had historically been determined by the Board of Directors, with input from the Company’s management. The Board of Directors previously determined the fair value of the common stock at the time of grant of the options by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock, sales of common stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook. Subsequent to the IPO, the fair value of the underlying common stock is determined by the closing price, on the date of grant, of the Company’s Class A common stock, which is traded publicly on the NASDAQ Stock Market.
Expected Term. The expected term represents the period that stock-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, the Company estimates the expected term using historical data on employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award.
Expected Volatility. Since the Company has limited trading history of its common stock, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the expected term of the stock option grants.
Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term.
Dividend Rate. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so.
The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Expected term (in years)5.97 - 6.11 5.91 - 6.08 5.85 - 6.20 5.77 - 6.99
Expected volatility44.6% - 45.7% 41.4% - 41.5% 41.9% - 45.7% 41.4% - 42.5%
Risk-free interest rate1.8% - 2.1% 1.4 % 1.8% - 2.1% 1.2% - 1.5%
Dividend yield0% 0% 0% 0%
The fair value of the purchase rights granted under the 2017 ESPP was estimated on the first day of the offering period using the Black-Scholes option-pricing model with the following assumptions:
Three Months Ended October 31,
2017
Expected term (in years)0.67 - 0.7
Expected volatility23% - 24%
Risk-free interest rate1.2%
Dividend yield0%
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


began June 16, 2022 and ends on December 15, 2022.
Stock-Based Compensation Expense
Total stock-based compensation expense recognized in the Company’s unaudited condensed consolidated statements of operations is as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Cost of revenue—subscription$5,009 $3,399 $9,476 $6,389 
Cost of revenue—services2,560 1,4654,772 2,952 
Sales and marketing35,653 21,08266,187 39,958 
Research and development40,642 23,68776,125 44,022 
General and administrative12,690 8,07223,560 15,298 
Total stock-based compensation expense$96,554 $57,705 $180,120 $108,619 

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 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Cost of revenue—subscription
$183
 
$131
 
$503
 
$425
Cost of revenue—services123
 70
 292
 397
Sales and marketing1,704
 1,095
 4,400
 4,346
Research and development1,505
 1,206
 4,072
 4,518
General and administrative2,184
 1,732
 5,799
 6,831
Total stock-based compensation expense$5,699
 $4,234
 $15,066
 $16,517
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8.Net Loss per Share Attributable to Common Stockholders
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Net Loss Per Share
The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible preferred stock to have been participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses.
Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalentsshares outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock,period, including stock options, to purchase commonrestricted stock early exercised stock options,units and warrants to purchase redeemableshares underlying the conversion option of the convertible preferred stock and common stock are considered common shares equivalents, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.senior notes. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been antidilutive.
The rights, includinganti-dilutive due to the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the samereported for both Class A and Class B common stock on an individual or combined basis.each period presented.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):
 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Net loss attributable to common stockholders$(24,216) $(19,535) $(69,985) $(64,861)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted17,421,642
 12,418,879
 14,749,500
 11,983,324
Net loss per share attributable to common stockholders, basic and diluted$(1.39) $(1.57) $(4.74) $(5.41)
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Numerator:
Net loss$(118,865)$(77,133)$(196,159)$(141,125)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted68,334,464 63,426,694 68,025,687 62,411,295 
Net loss per share, basic and diluted$(1.74)$(1.22)$(2.88)$(2.26)
MONGODB, INC.In connection with the issuance of the 2024 Notes and 2026 Notes, the Company entered into Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2024 Notes and the 2026 Notes. The Company has not exercised any of its Capped Calls as of July 31, 2022.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


The following weighted-average outstanding potentially dilutive shares of common sharesstock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive:anti-dilutive:
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Stock options pursuant to the 2016 Equity Incentive Plan584,405 815,591 602,856 866,849 
Stock options pursuant to the 2008 Stock Incentive Plan1,666,919 2,422,645 1,751,927 2,589,037 
Unvested restricted stock units3,851,114 3,691,436 3,763,435 3,780,079 
Unvested executive PSUs81,557 — 81,557 — 
Early exercised stock options— — — 205 
Shares underlying the conversion option of the 2024 Notes— 27,513 — 449,605 
Shares underlying the conversion option of the 2026 Notes5,445,050 5,445,121 5,445,059 5,445,128 
Total11,629,045 12,402,306 11,644,834 13,130,903 
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 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Redeemable convertible preferred stock (as converted)24,316,192
 25,853,450
 26,045,352
 25,853,450
Redeemable convertible preferred stock warrants (as converted)1,339
 54,604
 30,122
 54,604
Common stock warrants116,485
 122,043
 120,190
 122,043
Stock options to purchase Class B common stock9,321,627
 11,220,176
 9,783,945
 10,736,027
Stock options to purchase Class A common stock3,258,405
 —
 2,207,524
 —
Early exercised stock options318,240
 117,487
 236,231
 67,528
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9.Income Taxes
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. Income Taxes
The Company recorded a provision for income taxes of $0.3$3.0 million and $0.1$4.2 million for the three and six months ended OctoberJuly 31, 2017 and 2016,2022, respectively, and $0.8 million and $0.3 million for the nine months ended October 31, 2017 and 2016, respectively. Thea provision for income taxes of $1.5 million and $0.2 million for the three and six months ended July 31, 2021, respectively. The provision recorded during the three and six months ended July 31, 2022 was primarily duedriven by the increase in global income and the associated foreign taxes as the Company continues its global expansion. The provision recorded during the three and six months ended July 31, 2021 was driven by the increase in global income and the associated foreign taxes as the Company continued its global expansion, partially offset by the second quarter release of the valuation allowance as a result of goodwill recorded associated with an immaterial business combination and the impact from the adoption of ASU 2020-06. The calculation of income taxes was based upon the estimated annual effective tax rates for the year applied to foreign taxes.the jurisdictional mix of current period income (loss) before tax plus the tax effect of any significant unusual items, discrete events or changes in tax law.
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has maintained a valuation allowance on U.S., U.K. and Ireland net deferred tax assets, as it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company assesses uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainties in Tax. As of OctoberJanuary 31, 2017,2022, the Company’s net unrecognized tax benefits totaled $5.2$22.7 million, none of which would have no impact on the Company’s effective tax rate if recognized.
The Company anticipates thatcontinues to monitor and interpret the amountimpact of reasonably possible unrecognizedproposed and enacted global tax benefits that could decrease overlegislation, such as the next 12 months due to the expirationU.S. Tax Cuts and Jobs Act of certain statutes of limitations and settlement of tax audits is not material to the Company’s unaudited condensed consolidated financial statements.
10.Segments
The Company operates its business as one operating segment as it only reports financial information on an aggregate and consolidated basis to the Chief Executive Officer, who is the Company’s chief operating decision maker. The following table sets forth the Company’s total revenue by geographic area2017 (“Tax Act”). To date, based on the customers’ location (in thousands):
 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
Americas$28,045
 $17,931
 $74,965
 $48,617
Europe11,418
 7,543
 30,340
 20,616
Asia Pacific2,025
 831
 4,173
 2,191
Total$41,488
 $26,305
 $109,478
 $71,424
Customers located innet operating losses and full valuation allowances against the Company’s two most significant tax jurisdictions, the United States accounted for 64%, 65%, 65% and 65%Ireland, the impact of total revenue forglobal enacted and proposed legislation has not had an impact on the three months ended October 31, 2017 and 2016 and the nine months ended October 31, 2017 and 2016, respectively. Customers located in the United Kingdom accounted for 11%, 10%, 11% and 11% of total revenue for the three months ended October 31, 2017 and 2016 and the nine months ended October 31, 2017 and 2016, respectively. No other country accounted for 10% or more of revenue for the periods presented.
As of October 31, 2017 and January 31, 2017, substantially alltax provisions of the financial statements. The Company continues to monitor to ensure both the Company’s long-lived assets were locatedfinancial results and its related tax disclosures are in the United States.compliance with any tax legislation.
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11.Related Party Transactions
All contracts with related parties are executed in ordinary courseTable of business. There were no material related party transactions in the three and nine months ended October 31, 2017 and 2016. As of October 31, 2017 and January 31, 2017 , there were no material amounts payable to or amounts receivable from related parties.Contents
MONGODB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)


12.Subsequent Events
In November 2017, the Company entered into an enterprise partnership arrangement with a cloud infrastructure provider that includes a non-cancelable commitment of $36.0 million over the next three years, inclusive of capacity commitments that existed as of October 31, 2017 of approximately $6.7 million.
In December 2017, the Company entered into a lease agreement for 106,230 rentable square feet of office space (the “Premises”) to accommodate its growing employee base in New York City. The Company expects delivery of the Premises on January 1, 2018 to commence renovations of the Premises and expects to complete the renovations and vacate its current office space prior to the expiration of its existing lease in December 2018. Total estimated aggregate base rent payments over the initial 12-year term of the lease are $87.9 million, with payments beginning 18 months after delivery of the Premises.



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Unless the context otherwise indicates, references in this report to the terms “MongoDB,” “the Company,” “we,” “our” and “us” refer to MongoDB, Inc., its divisions and its subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (1) our interim unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2017 included in2022 (the “2022 Form 10-K”). All information presented herein is based on our fiscal calendar year, which ends January 31. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years ended January 31 and the final prospectus for our initial public offering (“IPO”) dated asassociated quarters, months and periods of October 18, 2017 and filed with the Securities and Exchange Commission (“SEC”), pursuant to Rule 424(b)(4) on October 19, 2017 (the “October 2017 Prospectus”).those fiscal years.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations.variations, including our expectations regarding our future growth opportunity, revenue and revenue growth, investments, strategy, operating expenses and the anticipated impact of the global economic uncertainty and financial market conditions, caused by the ongoing COVID-19 pandemic and the macroeconomic environment, on our business, results of operations and financial condition. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II,2, Item 1A of this Quarterly Report on Form 10-Q and in our other filings with the SEC.10-Q. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Our corporate website is located at www.mongodb.com. We make available free of charge, on or through our corporate website, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with, or furnishing such reports to, the SEC.Securities and Exchange Commission (“SEC”). Information contained on our corporate website is not part of this Quarterly Report on Form 10-Q or any other report filed with or furnished to the SEC.

Overview
MongoDB is the leading modern, general purpose database platform. Our robust platform unleashesenables developers to build and modernize applications rapidly and cost-effectively across a broad range of use cases. Organizations can deploy our platform at scale in the powercloud, on-premise, or in a hybrid environment. Through our unique document-based architecture, we are able to address the needs of softwareorganizations for performance, scalability, flexibility and data for developers andreliability while maintaining the applications they build.strengths of legacy databases. Software applications are redefiningcontinue to redefine how organizations across industries engage with their customers, operate their businesses and compete with each other. A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilitiesstrengths of legacy databases. This allowsOur business model combines the developer mindshare and adoption benefits of open source with the economic benefits of a proprietary software developerssubscription business model. MongoDB is headquartered in New York City and our total headcount increased to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.4,240 as of July 31, 2022, from 2,934 as of July 31, 2021.
We generate revenue primarily from sales of subscriptions, which accounted for 91% and 90%96% of our total revenue for each of the ninethree and six months ended OctoberJuly 31, 20172022 and 2016, respectively. Our primary subscription packageJuly 31, 2021.
MongoDB Atlas is our hosted multi-cloud database-as-a-service (“DBaaS”) offering that includes comprehensive infrastructure and management, which we run and manage in the cloud. During the three and six months ended July 31, 2022, MongoDB Enterprise Advanced, whichAtlas revenue represented 68%64% and 71%62%, respectively, as compared to 56% and 54% of our subscriptiontotal revenue forduring the ninethree and six months ended OctoberJuly 31, 20172021, respectively, reflecting the continued growth of MongoDB Atlas since its introduction in June 2016. We have experienced strong growth in self-serve customers of MongoDB Atlas. These customers
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are charged monthly in arrears based on their usage. In addition, we have also seen growth in MongoDB Atlas customers sold by our sales force. These customers typically sign annual contracts and 2016, respectively. pay in advance or are invoiced monthly in arrears based on usage.
MongoDB Enterprise Advanced is our comprehensiveproprietary commercial database server offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment. MongoDB Enterprise Advanced revenue represented 28% and includes31% of our proprietary database server, enterprise management capabilities,subscription revenue for the three and six months ended July 31, 2022, respectively, and 36% and 38% of our graphical user interface, analytics integrations, technical supportsubscription revenue for the three and a commercial license tosix months ended July 31, 2021, respectively. We sell subscriptions directly through our platform.field and inside sales teams, as well as indirectly through channel partners. The majority of our subscription contracts are one year in duration and are invoiced upfront. When we enter into multi-year subscriptions, we typically invoice the customer on an annual basis.
Many of our enterprise customers initially get to know our software by using Community Server, which is our free-to-download version of our database that includes the core functionality developers need to get started with MongoDB without all the features of our commercial platform. Our platform has been downloaded from our website more than 300 million times since February 2009 and over 100 million times in the last 12 months alone. We also offer a free tier of MongoDB Atlas, which provides access to our hosted database solution with limited processing power and storage, as well as certain operational limitations. As a result, with the availability of both Community Server and MongoDB Atlas free tier offerings, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. We sell subscriptions directly through our field and inside sales teams, as well as indirectly through channel partners. Our subscription offerings are generally priced on a per server basis, subject to a per server RAM limit. The majorityA core component of our subscription contracts are one year in duration and invoiced upfront, although a growing number of our customers are entering into multi-year subscriptions. When we enter into multi-year subscriptions, we typically invoice the customer on an annual basis.

We introducedgrowth strategy for MongoDB Atlas in June 2016.and MongoDB Atlas is our cloud-hosted database-as-a-service (“DBaaS”) offering that includes comprehensive infrastructure and management of Community Server. It represented 1% of our total revenue for the three months ended October 31, 2016 and increased to 8% of our total revenue for the three months ended October 31, 2017. MongoDB Atlas is consumption-based and charged monthly to the customer based on usage. Given our platform has been downloaded from our website more than 30 million times since February 2009 and over 10 million times in the last 12 months alone, our initial growth strategy for MongoDB AtlasEnterprise Advanced is to convert developers and their organizations who are already using Community Server or the free tier of MongoDB Atlas to become customers of MongoDB Atlasour commercial products and enjoy the benefits of either a managedself-managed or hosted offering.
We also generate revenue from services, which consist primarily of fees associated with consulting and training services. Revenue from services accountedaccounted for 9% and 10%4% of our total revenue for each of the ninethree and six months ended OctoberJuly 31, 20172022 and 2016, respectively.July 31, 2021. We expect to continue to invest in our services organization as we believe it plays an important role in accelerating our customers’ realization of the benefits of our platform, which helps drive customer retention and expansion.
We believe the market for our offerings is large and growing. According to IDC, the worldwide database software market, which it refers to as the data management software market, is forecast to be approximately $85 billion in 2022 growing and weto approximately $138 billion in 2026, representing a 13% compound annual growth rate. We have experienced rapid growth. Wegrowth and have made substantial investments in developing our platform and expanding our sales and marketing footprint andfootprint. We intend to continue to invest heavily to grow our business to take advantage of our market opportunity rather than optimizing for profitability or cash flow in the near term.
Impact of the Ongoing COVID-19 Pandemic
The ongoing COVID-19 pandemic has continued to impact the United States (“U.S.”) and the world. The full extent of the impact of the ongoing COVID-19 pandemic on our future operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact of new variants of the virus that cause COVID-19; the public health measures taken by authorities and other entities to contain and treat COVID-19; the actions taken to effect a widespread, global roll-out of the available vaccines and the efficacy and durability of such vaccines; and the impact of the COVID-19 pandemic on the global economy and on our current and prospective customers, employees, vendors and other parties with whom we do business, all of which are uncertain and cannot be predicted.
In 2020, we adopted several measures in response to the COVID-19 pandemic, including temporarily requiring employees to work remotely, suspending non-essential travel by our employees, and replacing in-person marketing events (including our annual developer conference) with virtual events. In 2021, we began to re-open our offices in the United States and certain other locations globally for employees to voluntarily return. In April 2022 we moved forward with our return to office plan, which encompasses a hybrid approach to in-office attendance based on the different needs of teams across the company. Business travel resumed during 2021 on a voluntary basis and we started to hold in-person marketing events. During the three months ended July 31, 2022, we experienced an increase in business travel, in-person marketing events, and office-related costs. We expect these and other costs to increase during the year ended January 31, 2023 and result in higher charges compared to the prior year. We continue to monitor the developments of the COVID-19 pandemic and we may adjust our policies as may be required or recommended by federal, foreign, state or local authorities.
We also continue to evaluate the nature and extent of the impact of COVID-19 on our business. For further discussion of the potential impacts of the ongoing COVID-19 pandemic on our business, operating results, and financial condition, see
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the section titled “Risk Factors” included in Part II, Item 1A of this Quarterly Report on Form 10-Q. Other factors affecting our performance are discussed below, although we caution you that the ongoing COVID-19 pandemic may also impact these factors.

Key Factors Affecting Our Performance
Growing Our Customer Base and Expanding Our Global Reach
We are intensely focused on continuing to grow our customer base. We have invested, and expect to continue to invest, heavily in our sales and marketingmarketing efforts and developer community outreach, which are critical to driving customer acquisition. As of OctoberJuly 31, 2017,2022, we had over 4,90037,000 customers across a wide range of industries and in 90over 100 countries, compared to over 2,60029,000 customers as of OctoberJuly 31, 2016. 2021. All affiliated entities are counted as a single customer. customer and our definition of “customer” excludes users of our free offerings.
As of OctoberJuly 31, 2017,2022, we had over 1,4005,400 customers that were sold through our direct sales force and channel partners, as compared to over 1,1503,600 such customers as of OctoberJuly 31, 2016.2021. These customers, which we refer to as our Direct Sales Customers, accounted for 91%86% and 95%87% of our subscription revenue for the ninethree and six months ended OctoberJuly 31, 2017 2022, respectively,and 84% of our subscription revenue for both the fiscal yearthree and six months ended JanuaryJuly 31, 2017, respectively.2021. The percentage of our subscription revenue from Direct Sales Customers increased during both the three and six months ended July 31, 2022, in part due to existing self-serve customers of MongoDB Atlas becoming Direct Sales Customers. We are also focused on increasing the number of overall MongoDB Atlas customers which wasas we emphasize the on-demand scalability of MongoDB Atlas by allowing our customers to consume the product with minimal commitment. We had over 2,60035,500 MongoDB Atlas customers as of July 31, 2022 compared to over 27,500 as of July 31, 2021. The growth in MongoDB Atlas customers included new customers to MongoDB and existing MongoDB Enterprise Advanced customers adding incremental MongoDB Atlas workloads.
In an effort to expand our global reach, in October 31, 2017, just 16 months since its launch.2019, we announced a partnership with Alibaba Cloud to offer an authorized MongoDB-as-a-service solution allowing customers of Alibaba Cloud to use this managed offering from their data centers globally. We expanded our reach in China in February 2021 when we announced the launch of a global partnership with Tencent Cloud that allows customers to easily adopt and use MongoDB-as-a-Service across Tencent’s global cloud infrastructure.
Increasing Adoption of MongoDB Atlas
In June 2016, we introduced MongoDB Atlas. ThisAtlas, our hosted cloudmulti-cloud offering, is an important part of our run-anywhere strategy and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced to customers.strategy. To accelerate the adoption of this DBaaSdatabase-as-a-service offering, earlier in 2017, we introducedprovide tools to easily migrate existing users of our Community Server offering to MongoDB Atlas. We have also expanded our introductory offerings for MongoDB Atlas, including a free tier, which provides limited processing power and storage in order to drive usage and adoption of MongoDB Atlas among developers. Our MongoDB Atlas free tier offering is available on all three major cloud providers (Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”) and Microsoft Azure) in North America, Europe and Asia Pacific. In addition, MongoDB Atlas is available on AWS Marketplace, making it easier for AWS customers to buy and consume MongoDB Atlas. Our business partnership with GCP provides deeper product integration and unified billing for GCP customers who are also MongoDB Atlas customers and offers GCP customers a seamless integration between MongoDB Atlas and GCP. The availability of MongoDB Atlas on the Microsoft Azure Marketplace offers unified billing for joint customers of MongoDB Atlas and Microsoft and makes it easier for established Azure customers to purchase and use MongoDB Atlas.
We have also expanded the functionality available in MongoDB Atlas beyond that of our Community Server offering. We expect this will drive further adoption of MongoDB Atlas as companies migrate mission-critical applications to the public cloud. The enterprise capabilities that we have introduced to MongoDB Atlas include advanced security features, enterprise-standard authentication and database auditing. We have invested significantly in MongoDB Atlas and our ability to drive the adoption of MongoDB Atlas is a key component of our growth strategy.
Retaining and Expanding Revenue from Existing Customers
The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand. We believe that there is a significant opportunity to drive additional sales to existing customers, and expect to invest in sales and marketing and customer success personnel and activities to achieve additional revenue growth from existing customers. If an application grows and requires additional
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capacity, our customers increase their subscriptionsusage of our platform. Growth of an application is impacted by a number of factors including the macroeconomic environment. During the three and six months ended July 31, 2022, we believe we experienced a negative impact from the macroeconomic environment on the growth of existing applications, which affected our revenue growth. We expect the macroeconomic environment to continue to negatively impact our platform.revenue growth for the remainder of the year. In addition, our customers expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their ITinformation technology infrastructure and move to the cloud, they may migrate applications from legacy databases. Our goal is to increase the number of customers that standardize on our database within their organization, which can include offering centralized internal support or providing MongoDB-as-a-service internally.organization. Over time, the average subscription amount for our typical Direct CustomersSales Customer has increased. In addition, self-service customers have begun to increase their consumption of our products, particularly MongoDB Atlas.

We monitorcalculate annualized recurring revenue (“ARR”) and annualized monthly recurring revenue (“MRR”) to help us measure our subscription revenue performance. We define ARR asincludes the subscription revenue we would contractually expect to receive from our customers over the following 12 months based on contractual commitments and, in the case of Direct Sales Customers of MongoDB Atlas, by annualizing the prior 90 days of their actual consumption of MongoDB Atlas, assuming no increases or reductions in their subscriptions. ARR excludes self service products, including MongoDB Atlas not sold on a commitment basis, and professional services.subscriptions or usage. For self-serviceall other customers we measure their annualized monthly recurring revenue (“MRR”), which is calculated by annualizing their usage of our self-serve products, inwe calculate annualized MRR by annualizing the prior 30 days andof their actual consumption of such products, assuming no increases or reductions in their usage. ARR and annualized MRR exclude professional services. The number of customers with $100,000 or greater in ARR and annualized MRR was 110, 164, 2461,462 and 3201,126 as of JanuaryJuly 31, 2015, 20162022 and 2017 and October 31, 2017,2021, respectively. Our ability to increase sales to existing customers will depend on a number of factors, including customers’ satisfaction or dissatisfaction with our products and services, competition, pricing, economic conditions or overall changes in our customers’ spending levels.
We also examine the rate at which our customers increase their spend with us, which we call net ARR expansion rate. We calculate net ARR expansion rate by dividing the ARR at the close of a given period (the “measurement period”), from customers who were also customers at the close of the same period in the prior year (the “base period”), by the ARR from all customers at the close of the base period, including those who churned or reduced their subscriptions. For Direct Sales Customers included in the base period, measurement period or both such periods that were self-serve customers in any such period, we also include annualized MRR from those customers in the calculation of the net ARR expansion rate. Our net ARR expansion rate has consistently been over 120% demonstrating our ability to expand within existing customers.

Components of Results of Operations
Revenue
Subscription Revenue. Our subscription revenue is comprised of term licenses and hosted as‑a‑serviceas-a-service solutions. Subscriptions to term licenses include technical support and access to new software versions on a when‑and‑ifwhen-and-if available basis. Revenue from our term licenses is recognized upfront for the license component and ratably for the technical support and iswhen-and-if available update components. Associated contracts are typically billed annually in advance. Revenue from our hosted as‑a‑service solutions is primarily generated on a usage basis and is billed either in arrears or paid up front.upfront. The majority of our subscription contracts are one year in duration. When we enter into multi-year subscriptions, we typically invoice the customer on an annual basis. Our subscription contracts are generally non-cancelable and non-refundable.
Services Revenue. Services revenue is comprised of consulting and training services and is recognized over the period of delivery of the applicable services. We recognize revenue from services agreements as services are delivered if sold on a stand‑alone basis and ratably over the contractual period if sold as a bundled element along with our subscriptions.delivered.
We expect our revenue may vary from period to period based on, among other things, the timing and size of new subscriptions, customer usage patterns, the proportion of term license contracts that commence within the period, the rate of customer renewals and expansions, delivery of professional services, the impact of significant transactions and seasonality of or fluctuations in usage for our consumption‑based customers. Certain of our services agreements are sold as a bundled element along with our subscriptions. In those cases, when services commence later than the start date of the subscription, as long as all other revenue recognition criteria have been met, we record a cumulative catch up of revenue that would have been recognized over the period from the beginning of the subscription term until the commencement of services.
Cost of Revenue
Cost of Subscription Revenue. Cost of subscription revenue primarily includes personnel costs, including salaries, bonuses and benefits, and stock‑based compensation, for employees associated with our subscription arrangements principally related to technical support and allocated shared costs, as well as depreciation and amortization. Our cost of subscription revenuethird-party cloud infrastructure expenses for our hosted as‑a‑service solutions includes third‑party cloud infrastructure and overhead.as-a-service solutions. We expect our cost of subscription revenue to increase in absolute dollars as our subscription revenue increases and, depending on the results of MongoDB Atlas, our cost of subscription revenue may increase as a percentage of subscription revenue as well. Cost of subscription revenue also includes personnel costs, including salaries, bonuses and benefits and stock-based compensation, for employees associated with our subscription arrangements principally related to technical support and allocated shared costs, as well as depreciation and amortization.

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Cost of Services Revenue. Cost of services revenue primarily includes personnel costs, including salaries, bonuses and benefits, and stock‑based compensation, for employees associated with our professional service contracts, as well as, travel costs, and allocated shared costs as well asand depreciation and amortization. We expect our cost of services revenue to increase in absolute dollars as our services revenue increases.
Gross Profit and Gross Margin
Gross Profit. Gross profit represents revenue less cost of revenue.
Gross Margin. Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, the mix of products sold, transaction volume growth and the mix of revenue between subscriptions and services. We expect our gross margin to fluctuate over time depending on the factors described above and, to the extent MongoDB Atlas revenue increases as a percentage of total revenue, our gross margin may decline as a result of the associated hosting costs of MongoDB Atlas.
Operating Expenses
Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel costs are the most significant component of each category of operating expenses. Operating expenses also include travel and related costs and allocated overhead costs for facilities, information technology and employee benefit costs.

Sales and Marketing. Sales and marketing expense consists primarily of personnel costs, including salaries, sales commission and benefits, bonuses and stock‑based compensation. These expenses also include costs related to marketing programs, travel‑related expenses and allocated overhead. Marketing programs consist of advertising, events, corporate communications, and brand‑building and developer‑community activities. We expect our sales and marketing expense to increase in absolute dollars over time as we expand our sales force and increase our marketing resources, expand into new markets and further develop our channel program.self-serve and partner channels.
Research and Development. Research and development expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock‑based compensation. It also includes amortization associated with intangible acquired assets and allocated overhead. We expect our research and development expenses to continue to increase in absolute dollars, as we continue to invest in our platform and develop new products.
General and Administrative. General and administrative expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock‑based compensation for administrative functions including finance, legal, human resources and external legal and accounting fees, as well as allocated overhead. We expect general and administrative expense to increase in absolute dollars over time as we continue to invest in the growth of our business, andas well as incur the ongoing costs of compliance associated with being a publicly tradedpublicly-traded company.
Other Income (Expense), netNet
Other income (expense), net consists primarily of interest income, interest expense, gains and losses on investments and gains and losses from foreign currency transactions.
Provision for Income Taxes
Provision for income taxes consists primarily of state income taxes in the United States and income taxes in certain foreign jurisdictions in which we conduct business. As
We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of January 31,assets and liabilities, using enacted rates expected to be in effect during the year in which the basis differences reverse.
We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. We have maintained a valuation allowance on U.S., U.K. and Ireland net deferred tax assets, as it is more likely than not that some or all of the deferred tax assets will not be realized.
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We continue to monitor and interpret the impact of proposed and enacted global tax legislation, such as the U.S. Tax Cuts and Jobs Act of 2017 we had(“Tax Act”). To date, based on the net operating loss carryforwards (“NOLs”) for federal, statelosses and Irish incomefull valuation allowances against our two most significant tax purposesjurisdictions, the United States and Ireland, the impact of $175.6 million, $138.6 millionglobal enacted and $119.3 million, respectively, which begin to expire inproposed legislation has not had an impact on the year ending January 31, 2028 for federal purposes and in the year ending January 31, 2021 for state purposes. Ireland allows NOLs to be carried forward indefinitely. Under Section 382tax provisions of the U.S. Internal Revenue Code of 1986, a corporation that experiences an “ownership change” is subjectfinancial statements. We continue to a limitation on its abilitymonitor to utilize its pre‑change NOLs to offset future taxable income. In April 2017, we completed an analysis under Section 382 to evaluate whether thereensure both our financial results and our related tax disclosures are in compliance with any limitations on our NOLs through January 31, 2017 and concluded that the prior ownership changes do not limit the utilization of the NOLs before they expire, assuming sufficient future federal and state taxable income. However, it is possible that we could experience a future ownership change under Section 382 or other regulatory changes, such as suspension on the use of the NOLs, that could result in the expiration of our NOLs or otherwise cause them to be unavailable to offset future federal and state taxable income.tax legislation.
Highlights for the Three and NineSix Months Ended OctoberJuly 31, 20172022 Summary
For the three and nine months ended OctoberJuly 31, 2017,2022, our total revenue was $41.5increased to $303.7 million and $109.5 million, respectively, as compared to $26.3$198.7 million and $71.4 million for the three and nine months ended OctoberJuly 31, 2016, respectively.2021, primarily driven by an increase in subscription revenue from our Direct Sales Customers. Our net loss was $24.2increased to $118.9 million and $70.0 million for the three and nine months ended OctoberJuly 31, 2017, respectively, and $19.52022 as compared to $77.1 million and $64.9 million for the three and nine months ended OctoberJuly 31, 2016, respectively. 2021, as improvement in gross profit was offset by higher sales and marketing spend and research and development costs during the three months ended July 31, 2022.
For the six months ended July 31, 2022, our total revenue increased to $589.1 million as compared to $380.4 million for the six months ended July 31, 2021, primarily driven by an increase in subscription revenue from our Direct Sales Customers. Our net loss increased to $196.2 million for the six months ended July 31, 2022 as compared to $141.1 million for the six months ended July 31, 2021, primarily driven by increased sales and marketing and research and development costs during the three months ended July 31, 2022.
Our operating cash flow was $(37.2)$(33.1) million and $(28.0)$(9.5) million for the ninesix months ended OctoberJuly 31, 20172022 and 2016,2021, respectively. Our free cash flow was $(38.9) million and $(29.4) million for the nine months ended October 31, 2017 and 2016, respectively. See the section titled “Liquidity and Capital Resources—Non-GAAP Free Cash Flow” below.
In October 2017, we closed our IPO
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Table of 9,200,000 shares of our Class A common stock at an offering price of $24.00 per share, including 1,200,000 shares pursuant to the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $201.6 million, after deducting underwriting discounts and commissions of $15.5 million and offering expenses of $3.9 million.Contents

MONGODB, INC.
Results of Operations
The following tables set forth our results of operations for the periods presented in U.S. dollars (unaudited, in thousands) and as a percentage of our total revenue:
revenue. Percentage of revenue figures are rounded and therefore may not subtotal exactly.
 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
 (unaudited, dollars in thousands)
Consolidated Statements of Operations Data:       
Revenue:       
Subscription$37,885
 $23,805
 $99,603
 $64,018
Services3,603
 2,500
 9,875
 7,406
Total revenue41,488
 26,305
 109,478
 71,424
Cost of revenue(1):
       
Subscription7,904
 4,981
 21,669
 13,656
Services3,167
 2,238
 8,789
 7,866
Total cost of revenue11,071
 7,219
 30,458
 21,522
Gross profit30,417
 19,086
 79,020
 49,902
Operating expenses:       
Sales and marketing(1)   
28,050
 18,656
 77,087
 56,110
Research and development(1)   
16,588
 13,300
 45,414
 38,540
General and administrative(1)   
9,829
 6,385
 26,533
 19,916
Total operating expenses54,467
 38,341
 149,034
 114,566
Loss from operations(24,050) (19,255) (70,014) (64,664)
Other income (expense), net170
 (177) 846
 56
Loss before provision for income taxes(23,880) (19,432) (69,168) (64,608)
Provision for income taxes336
 103
 817
 253
Net loss$(24,216) $(19,535) $(69,985) $(64,861)
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Consolidated Statements of Operations Data:
Revenue:
Subscription$291,607 $191,381 $566,188 $365,951 
Services12,053 7,366 22,919 14,444 
Total revenue303,660 198,747 589,107 380,395 
Cost of revenue:
Subscription(1)
71,435 50,955 136,004 96,357 
Services(1)
16,842 9,747 30,488 18,873 
Total cost of revenue88,277 60,702 166,492 115,230 
Gross profit215,383 138,045 422,615 265,165 
Operating expenses:
Sales and marketing(1)
181,598 109,377 331,866 207,267 
Research and development(1)
108,037 72,396 204,409 137,147 
General and administrative(1)
40,591 28,803 77,123 54,728 
Total operating expenses330,226 210,576 613,398 399,142 
Loss from operations(114,843)(72,531)(190,783)(133,977)
Other expense, net(973)(3,064)(1,181)(6,986)
Loss before provision for income taxes(115,816)(75,595)(191,964)(140,963)
Provision for income taxes3,049 1,538 4,195 162 
Net loss$(118,865)$(77,133)$(196,159)$(141,125)
(1)
(1)    Includes stock‑based compensation expense as follows (unaudited, in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2022202120222021
Cost of revenue—subscription$5,009 $3,399 $9,476 $6,389 
Cost of revenue—services2,560 1,465 4,772 2,952 
Sales and marketing35,653 21,082 66,187 39,958 
Research and development40,642 23,687 76,125 44,022 
General and administrative12,690 8,072 23,560 15,298 
Total stock‑based compensation expense$96,554 $57,705 $180,120 $108,619 

Includes stock‑based compensation expense as follows:
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Three Months Ended July 31,Six Months Ended July 31,
Three Months Ended October 31, Nine Months Ended October 31,2022202120222021
2017 2016 2017 2016
(unaudited, dollars in thousands)
Cost of revenue—subscription$183
 $131
 $503
 $425
Cost of revenue—services123
 70
 292
 397
Percentage of Revenue Data:Percentage of Revenue Data:
Revenue:Revenue:
SubscriptionSubscription96 %96 %96 %96 %
ServicesServices4 %4 %4 %4 %
Total revenueTotal revenue100 %100 %100 %100 %
Cost of revenue:Cost of revenue:
SubscriptionSubscription23 %26 %23 %25 %
ServicesServices6 %5 %5 %5 %
Total cost of revenueTotal cost of revenue29 %31 %28 %30 %
Gross profitGross profit71 %69 %72 %70 %
Operating expenses:Operating expenses:
Sales and marketing1,704
 1,095
 4,400
 4,346
Sales and marketing60 %55 %56 %55 %
Research and development1,505
 1,206
 4,072
 4,518
Research and development36 %36 %35 %36 %
General and administrative2,184
 1,732
 5,799
 6,831
General and administrative13 %14 %13 %14 %
Total stock‑based compensation expense$5,699
 $4,234
 $15,066
 $16,517
Total operating expensesTotal operating expenses109 %105 %104 %105 %
Loss from operationsLoss from operations(38)%(36)%(32)%(35)%
Other expense, netOther expense, net— %(2)%— %(2)%
Loss before provision for income taxesLoss before provision for income taxes(38)%(38)%(32)%(37)%
Provision for income taxesProvision for income taxes1 %1 %1 %— %
Net lossNet loss(39)%(39)%(33)%(37)%



 Three Months Ended October 31, Nine Months Ended October 31,
 2017 2016 2017 2016
 (unaudited, dollars in thousands)
Percentage of Revenue Data:       
Revenue:       
Subscription91 % 90 % 91 % 90 %
Services9 % 10 % 9 % 10 %
Total revenue100 % 100 % 100 % 100 %
Cost of revenue:       
Subscription19 % 19 % 20 % 19 %
Services8 % 9 % 8 % 11 %
Total cost of revenue27 % 28 % 28 % 30 %
Gross profit73 % 72 % 72 % 70 %
Operating expenses:       
Sales and marketing68 % 71 % 70 % 79 %
Research and development40 % 51 % 41 % 54 %
General and administrative24 % 24 % 24 % 28 %
Total operating expenses132 % 146 % 135 % 161 %
Loss from operations(58)% (73)% (64)% (91)%
Other income (expense), net— % (1)% 1 % — %
Loss before provision for income taxes(58)% (74)% (63)% (91)%
Provision for income taxes1 % — % 1 % — %
Net loss(59)% (74)% (64)% (91)%
Comparison of the Three Months Ended OctoberJuly 31, 20172022 and 20162021
Revenue
Three Months Ended July 31,Change
Three Months Ended October 31, Change
2017 2016 $ %
(unaudited, dollars in thousands)
(unaudited, in thousands)(unaudited, in thousands)20222021$%
Subscription$37,885
 $23,805
 $14,080
 59%Subscription$291,607 $191,381 $100,226 52 %
Services3,603
 2,500
 1,103
 44%Services12,053 7,366 4,687 64 %
Total revenue$41,488
 $26,305
 $15,183
 58%Total revenue$303,660 $198,747 $104,913 53 %
Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $14.1$100.2 million primarily due to $10.2an increase of $90.9 million from sales to newour Direct Sales Customers, inclusive of Direct Sales Customers who were self-serve customers which included the impact of the increased adoption of MongoDB Atlas. The remainder ofAtlas in the increase in subscription revenue resulted from sales to our existing customers.prior-year period. The increase in services revenue was driven primarily by an increase in salesthe increased delivery of professional services to new customers and revenue recognized for previously sold service agreements sold as a bundled element with subscriptions.consulting services.

Cost of Revenue, Gross Profit and Gross Margin Percentage
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Subscription cost of revenue$71,435 $50,955 $20,480 40 %
Services cost of revenue16,842 9,747 7,095 73 %
Total cost of revenue88,277 60,702 27,575 45 %
Gross profit$215,383 $138,045 $77,338 56 %
Gross margin71 %69 %
Subscription76 %73 %
Services(40)%(32)%
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 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Subscription cost of revenue$7,904
 $4,981
 $2,923
 59%
Services cost of revenue3,167
 2,238
 929
 42%
Total cost of revenue11,071
 7,219
 3,852
 53%
Gross profit$30,417
 $19,086
 $11,331
 59%
Gross margin73% 73%    
Subscription79% 79%    
Services12% 10%    
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The increase in subscription cost of revenue was primarily due to a $1.9$16.2 million increase in third‑party cloud infrastructure costs, primarilyincluding costs associated with the increased adoptiongrowth of MongoDB Atlas, andalthough we continue to realize efficiencies in our third-party cloud infrastructure costs as we scale MongoDB Atlas. In addition, subscription cost of revenue was higher due to a $0.9$3.1 million increase in personnel costs and stock-based compensation associated with increased headcount in our support organization. The increase in services cost of revenue was primarily due to highera $4.3 million increase in personnel costs and stock-based compensation associated with increased headcount in our services organization.organization, and a $1.4 million increase in costs driven by an increase in the volume of consulting and training services. Total headcount in our support and services organizations increased 22% as38% from July 31, 2022 to July 31, 2021.
Our overall gross margin increased to 71%. Our subscription gross margin benefited from efficiencies realized in managing our third-party cloud infrastructure costs, offset by the negative impact from the increasing percentage of October 31, 2017 compared to October 31, 2016.
Gross margin remained flat at 73% during the three months ended October 31, 2017 compared to the prior-year period.revenue from MongoDB Atlas. The impact of higher services personnel costs and stock based compensation and lower utilization rate resulted in a lower services gross margin.
Operating Expenses
Sales and Marketing
 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Sales and marketing$28,050
 $18,656
 $9,394
 50%
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Sales and marketing$181,598 $109,377 $72,221 66 %
The increase in sales and marketing expense was primarily due to an increase inincluded $38.1 million from higher personnel costs and stock-based compensation, driven by an increase in our sales and marketing headcount of 51%, from 249to 2,159 as of OctoberJuly 31, 2016 to 3762022 from 1,380 as of OctoberJuly 31, 2017.2021, which includes non-quota-carrying hires in sales operations, customer success and marketing. Sales and marketing expense also increased $24.9 million from costs associated with our higher headcount, including higher travel costs related to in-person events, higher commissions expense and higher computer hardware and software expenses. In addition, sales and marketing expenses increased by $7.0 million due to increased spending on marketing programs, including the return to in-person attendance for our MongoDB World event.
Research and Development
 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Research and development$16,588
 $13,300
 $3,288
 25%
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Research and development$108,037 $72,396 $35,641 49 %
The increase in research and development expense was primarily driven by ana $29.1 million increase in personnel costs and stock-based compensation as we increasedgrew our research and development headcount by 31%. Research and development expense also increased due to higher computer hardware and software expenses, higher travel costs and higher office-related expenses driven by higher headcount. Travel costs and office-related expenses increased also due to the easing of restrictions related to the COVID-19 pandemic.
General and Administrative
 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
General and administrative$9,829
 $6,385
 $3,444
 54%
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
General and administrative$40,591 $28,803 $11,788 41 %
The increase in general and administrative expense was primarily due to higher costs to support the growth of our business and to maintain compliance as a public company. In particular, these higher costs were driven by an increase in general and administrative personnel headcount resulting in an increase of $1.9$9.0 million in personnel costs as well as a $0.6 million increase inand stock-based compensation. In addition, general and administrative expense increased due to higher professional services‑relatedservices fees fromand higher costs of compliance associated with being a publicly traded company.

Other Income (Expense), net
 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Other income (expense), net$170
 $(177) $347
 196%
travel costs. The increase in othertravel costs was primarily driven by higher headcount and the easing of restrictions related to the COVID-19 pandemic.
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Other Expense, Net
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Other expense, net$(973)$(3,064)$2,091 (68)%
Other expense, net for the three months ended July 31, 2022 decreased primarily due to higher interest income (expense), netfrom our short-term investments.
Provision for Income Taxes
Three Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Provision for income taxes$3,049 $1,538 $1,511 98 %
The provision for income taxes during the three months ended July 31, 2022 was primarily due to an increase in interestglobal income on investments and net gains fromthe associated foreign currency transactions.
Provision for Income Taxes
 Three Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Provision for income taxes$336
 $103
 $233
 226%
taxes as the Company continues its global expansion. The increase in provision for income taxes during the three months ended July 31, 2021 was primarily due to an increase in foreign taxes as we continued our global expansion.

Comparison of the NineSix Months Ended OctoberJuly 31, 20172022 and 20162021
Revenue
Six Months Ended July 31,Change
Nine Months Ended October 31, Change
2017 2016 $ %
(unaudited, dollars in thousands)
(unaudited, in thousands)(unaudited, in thousands)20222021$%
Subscription$99,603
 $64,018
 $35,585
 56%Subscription$566,188 $365,951 $200,237 55 %
Services9,875
 7,406
 2,469
 33%Services22,919 14,444 8,475 59 %
Total revenue$109,478
 $71,424
 $38,054
 53%Total revenue$589,107 $380,395 $208,712 55 %
Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $35.6$200.2 million primarily due to $18.2an increase of $182.8 million from sales to new customers, which includedour Direct Sales Customers, inclusive of the impact of the increased adoptionfrom Direct Sales Customers who were self-serve customers of MongoDB Atlas.Atlas in the prior-year period. The remainder of the increase in subscription revenue resulted from sales to existing customers. The increasegrowth in services revenue was driven primarily by an increase in salesthe increased delivery of professional services to new customers.consulting services.
Cost of Revenue, Gross Profit and Gross Margin Percentage
Six Months Ended July 31,Change
Nine Months Ended October 31, Change
2017 2016 $ %
(unaudited, dollars in thousands)
(unaudited, in thousands)(unaudited, in thousands)20222021$%
Subscription cost of revenue$21,669
 $13,656
 $8,013
 59%Subscription cost of revenue$136,004 $96,357 $39,647 41 %
Services cost of revenue8,789
 7,866
 923
 12%Services cost of revenue30,488 18,873 11,615 62 %
Total cost of revenue30,458
 21,522
 8,936
 42%Total cost of revenue166,492 115,230 51,262 44 %
Gross profit$79,020
 $49,902
 $29,118
 58%Gross profit$422,615 $265,165 $157,450 59 %
Gross margin72% 70 %    Gross margin72 %70 %
Subscription78% 79 %    Subscription76 %74 %
Services11% (6)%    Services(33)%(31)%
The increase in subscription cost of revenue was primarily due to a $4.5$31.2 million increase in third‑party cloud infrastructure costs, primarilyincluding costs associated with the launchgrowth of MongoDB Atlas,Atlas. The increase in third-party infrastructure costs was partly offset by continued cost efficiencies realized as well aswe scale MongoDB Atlas. In addition, subscription cost of revenue was higher due to a $3.0$6.1 million increase in personnel costs and stock-based compensation associated with increased headcount in our support organization. The increase in services cost of revenue was primarily due to highera $7.3 million increase in personnel costs and stock-based compensation associated with increased headcount in our services organization.

Theorganization, and a $2.5 million increase in gross margin was primarilycosts driven by an increase in the volume of consulting and training services. Total headcount in our support and services organizations increased 38% from July 31, 2021 to July 31, 2022.
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Our overall gross margin improved to 72%. Our subscription gross margin increased to 76% as efficiencies realized in managing our third-party cloud infrastructure costs more than offset the negative margin impact from the increasing percentage of revenue from MongoDB Atlas. The impact of higher services personnel costs and stock-based compensation and lower utilization rate resulted in negative services gross margin of 17 percentage points primarily driven by the higher utilization rates of our professional services personnel during the nine months ended October 31, 2017 as compared to the prior-year period.margin.
Operating Expenses
Sales and Marketing
 Nine Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Sales and marketing$77,086
 $56,109
 $20,977
 37%
Six Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Sales and marketing$331,866 $207,267 $124,599 60 %
The increase in sales and marketing expense was primarily due to an increase of $17.0included $70.4 million infrom higher personnel costs including an increase in commission expense of $3.5 million,and stock-based compensation, driven by an increase in our sales and marketing headcount of 51% from 249to 2,159 as of OctoberJuly 31, 2016 to 3762022 from 1,380 as of OctoberJuly 31, 2017. The remainder of the increase was primarily attributable2021, which includes non-quota-carrying hires in sales operations, customer success and marketing. Sales and marketing expense also increased $41.1 million from costs associated with our higher headcount, including higher commissions expense, higher travel costs related to in-person events and higher spendcomputer hardware and software expenses. In addition, sales and marketing expenses increased by $9.6 million due to increased spending on marketing programs.programs including the return to in-person attendance for our MongoDB World event.
Research and Development
 Nine Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Research and development$45,414
 $38,540
 $6,874
 18%
Six Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Research and development$204,409 $137,147 $67,262 49 %
The increase in research and development expense was primarily driven by ana $56.1 million increase in personnel costs and stock-based compensation as we increased our research and development headcount by 31%. Research and development expense also increased $9.5 million due to higher computer hardware and software expenses, increased third-party infrastructure costs and higher travel costs driven by higher headcount. Travel costs increased also due to the easing of restrictions related to the COVID-19 pandemic.
General and Administrative
 Nine Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
General and administrative$26,533
 $19,916
 $6,617
 33%
Six Months Ended July 31,Change
(unaudited, in thousands)20222021$%
General and administrative$77,123 $54,728 $22,395 41 %
The increase in general and administrative expense was primarily due to higher costs to support the growth of our business and to maintain compliance as a public company. In particular, these higher costs were driven by an increase in general and administrative personnel headcount resulting in an increase of $5.1$16.5 million inhigher personnel costs as well as a $1.5 million increase in professional services‑related fees from higher costs of compliance associated with being a publicly traded company. These increases inand stock-based compensation. In addition, general and administrative expense were partially offset by a decrease of $1.0 million in stock-based compensation expenseincreased due to the option repricing we effected in April 2016.
Other Income (Expense), net
 Nine Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Other income, net$846
 $56
 $790
 1,411%
higher professional services fees and higher travel costs. The increase in othertravel costs was primarily driven by higher headcount and the easing of restrictions related to the COVID-19 pandemic.
Other Expense, Net
Six Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Other expense, net$(1,181)$(6,986)$5,805 (83)%
Other expense, net, for the six months ended July 31, 2022 decreased primarily due to gain on investments, related to our non-marketable securities, higher interest income (expense), netfrom our short-term investments, as well as lower interest expense following the redemption of convertible securities.
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Provision for Income Taxes
Six Months Ended July 31,Change
(unaudited, in thousands)20222021$%
Provision for income taxes$4,195 $162 $4,033 2490 %
The provision for income taxes during the six months ended July 31, 2022 was primarily due to an increase in interestglobal income on investments and net gains fromthe associated foreign currency transactions.

Provision for Income Taxes
 Nine Months Ended October 31, Change
 2017 2016 $ %
 (unaudited, dollars in thousands)
Provision for income taxes$817
 $253
 $564
 223%
taxes as the Company continues its global expansion. The increase in provision for income taxes during the six months ended July 31, 2021 was primarily due tothe result of an increase in global income and the associated foreign taxes partially offset by the release of the valuation allowance as we continued our global expansion.a result of goodwill recorded associated with an immaterial business combination and the impact from the adoption of ASU 2020-06.
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Liquidity and Capital Resources
As of OctoberJuly 31, 2017, we had2022, our principal sources of liquidity were cash, and cash equivalents, and short‑term investments and restricted cash totaling $288.6 million.$1.8 billion. Our cash and cash equivalents primarily consist of bank deposits and money market funds. Our short‑term investments consist of U.S. government treasury securities.
In October 2017, we closedsecurities, and our IPO of 9,200,000 shares ofrestricted cash represents collateral for our Class A common stock at an offering price of $24.00 per share, including 1,200,000 shares pursuant to the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $201.6 million, after deducting underwriting discounts and commissions of $15.5 million and offering expenses of $3.9 million. Previously, we financed our operations principally through private placements of our redeemable convertible preferred stock. We have received net proceeds of $345.3 million from the issuance of shares of our redeemable convertible preferred stock.available credit on corporate credit cards. We believe our existing cash and cash equivalents and short‑term investments will be sufficient to fund our operating and capital needs for at least the next 12 months.
We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and historical consolidated statements of cash flows. As of OctoberJuly 31, 2017,2022, we had an accumulated deficit of $417.4 million.$1.4 billion. We expect to continue to incur operating losses, andmay continue to experience negative cash flows from operations in the future and may require additional capital resources to execute strategic initiatives to grow our business. Our future capital requirements and adequacy of available funds will depend on many factors, including our growth rate and any impact on it from global macroeconomic conditions, including rising interest rates and inflation, the timing and extent of spending to support development efforts, the expansion of sales and marketing and international operation activities, the timing and size of new subscription introductions and customer usage of our platform, the continuing market acceptance of our subscriptions and services.services and the impact of the ongoing COVID-19 pandemic on the global economy and our business, financial condition and results of operations. As the impact of the ongoing COVID-19 pandemic on the global economy and our operations continues to evolve, we will continue to assess our liquidity needs. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.
The following table summarizes our cash flows for the periods presented:
presented (unaudited, in thousands):
 Nine Months Ended October 31,
 2017 2016
 (unaudited, dollars in thousands)
Net cash used in operating activities$(37,169) $(27,992)
Net cash (used in) provided by investing activities(363) 31,334
Net cash provided by financing activities$211,203
 $7,165
Non‑GAAP Free Cash Flow
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we provide investors with the amount of free cash flow, which is a non‑GAAP financial measure. Free cash flow represents net cash used in operating activities less capital expenditures and capitalized software development costs, if any. In the nine months ended October 31, 2017 and 2016, we did not capitalize any software development costs. Free cash flow is a measure used by management to understand and evaluate our liquidity and to generate future operating plans. The exclusion of capital expenditures and amounts capitalized for software development facilitates comparisons of our liquidity on a period‑to‑period basis and excludes items that we do not consider to be indicative of our liquidity. We believe that free cash flow is a measure of liquidity that provides useful information to our management, investors and others in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business in the same manner as our management and Board of Directors. Nevertheless, our use of free cash flow has

limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Further, our definition of free cash flow may differ from the definitions used by other companies and therefore comparability may be limited. You should consider free cash flow alongside our other GAAP‑based financial performance measures, such as net cash used in operating activities, and our other GAAP financial results. The following table presents a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP measure, for each of the periods indicated.
 Nine Months Ended October 31,
 2017 2016
 (unaudited, dollars in thousands)
Net cash used in operating activities$(37,169) $(27,992)
Capital expenditures(1,714) (1,422)
Capitalized software—
 —
Free cash flow$(38,883) $(29,414)
Six Months Ended July 31,
20222021
Net cash used in operating activities$(33,097)$(9,541)
Net cash provided by (used in) investing activities196,115 (136,923)
Net cash provided by financing activities16,883 878,263 
Operating Activities
Cash used in operating activities during the ninesix months ended OctoberJuly 31, 20172022 was $37.2 million$33.1 million. This was primarily driven by our net loss of $70.0$196.2 million, andwhich was partially offset by non‑cash charges of $15.1$180.1 million for stock‑based compensation, and $2.8$7.7 million for depreciation and amortization.amortization, $6.4 million for lease-related charges and $4.1 million for accretion of discount on our short-term investments. In addition, our cash used in operating activities was further offset by an increase of $21.8 million in deferred revenue resulting from the overallcontinuing growth of our sales and our expanding customer base andled to an increase of $2.2 million in accrued liabilities mainly related to offering costs not yet paid. The change in deferred revenue and accrued liabilities was partially offset by an increase of $2.1 million in prepaid expenses and other current assets, and an increase of $4.7 million in accounts receivable as a result of the overall increase in revenue$19.5 million and deferred revenue.commissions of $16.6 million.

Cash used in operating activities during the ninesix months ended OctoberJuly 31, 20162021 was $28.0 million$9.5 million. This was primarily driven by our net loss of $64.9$141.1 million, andwhich was partially offset by non‑cash charges of $16.5$108.6 million for stock‑based compensation, and $2.8$6.6 million for depreciation and amortization.amortization, $5.2 million for lease-related charges, $3.0 million for accretion of discount on our short-term investments and $2.3 million for debt issuance costs. In addition, our cash used in operating activities was further offset by a decrease of $4.6 million incollections decreased our accounts receivable due to collection from customers,by $16.3 million and an increase of $15.8 million inincreased our deferred revenue resulting fromby $9.8 million, reflecting the overall growth of our sales and our expanding customer base. Partially offsetting these benefits to our operating cash flow were decreases of $16.5 million in deferred commissions, due to commissions paid during the period.

Investing Activities
Cash provided by investing activities during the six months ended July 31, 2022 was $196.1 million, primarily due to proceeds from maturities of marketable securities, net of purchases, of $202.4 million. The change in accounts receivable and deferred revenue wasproceeds were partially offset by an increase$5.2 million of $1.4cash used for purchases of property and equipment and $1.1 million of additional investment in prepaid expenses and other current assets.
Investing Activitiesnon-marketable securities.
Cash used in investing activities during the ninesix months ended OctoberJuly 31, 2017 of $0.42021 was $136.9 million, resulted primarily from thedue to cash used to purchase of marketable securities, net of maturities.
Cash provided by investing activities during the nine months ended October 31, 2016 of $31.3 million resulted primarily from net proceeds from sales and maturities, of marketable securities.$129.0 million, and $4.5 million of net cash used for an immaterial acquisition.
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Financing Activities
Cash provided by financing activities during the ninesix months ended OctoberJuly 31, 20172022 was $211.2 million. This was primarily$16.9 million, due to $205.5 million in proceeds from our IPO completed in October 2017.the issuance of common stock under the Employee Stock Purchase Plan and exercises of stock options, partly offset by principal repayments of finance leases.
Cash provided by financing activities during the ninesix months ended OctoberJuly 31, 20162021 was $7.2$878.3 million, primarily due to net proceeds of $889.2 million from our June 2021 equity offering, which resulted in our issuance of 2,500,000 shares of common stock at an offering price of $365 per share, the exerciseissuance of common stock under the Employee Stock Purchase Plan, and exercises of stock options.options, partly offset by cash used to repay a portion of our 2024 convertible notes upon redemption.

Seasonality
We have in the past and expect in the future to experience seasonal fluctuations in our revenue and salesoperating results from time to timetime. We may experience variability and reduced comparability of our quarterly revenue and operating results with respect to the fourth quarter historically beingtiming and nature of certain of our strongest quarter for new customer salescontracts, particularly multi-year contracts that contain a term license. We may also experience fluctuations as MongoDB Atlas revenue is recorded on a consumption basis and renewalsvaries with usage, including due to seasonal factors. As MongoDB Atlas revenue continues to increase as a resultpercentage of large enterprise buying patterns. Our recent growth andtotal revenue, these fluctuations may have a greater impact on our results of operations. We believe that seasonal fluctuations that we have experienced in the ratable nature of our subscription revenue make this seasonality less apparentpast may continue in our overall financial results.

the future.
Off Balance Sheet Arrangements
As of October 31, 2017, we did not have any relationships with any entities or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off‑balance sheet arrangements or other purposes.
Contractual Obligations and Commitments
During the ninesix months ended OctoberJuly 31, 2017,2022, there have beenwere no material changes outside the ordinary course of business to our contractual obligations and commitments from those disclosed in our October 2017 Prospectus. See2022 Form 10-K. Refer to Note 4, 6, Leases and Note 7, Commitments and Contingencies, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. In November 2017, we entered into an enterprise partnership arrangement with a cloud infrastructure provider and in December 2017, we entered into a lease agreement to occupy 106,230 rentable square feet of office space in New York City. See Note 12, Subsequent Events, in our Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.10-Q for further details.

Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
There have been no material changes in our critical accounting policiesestimates from those disclosed in our October 2017 Prospectus, under the heading Management’sPart II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations” of the 2022 Form 10-K.

Recent Accounting Pronouncements
See Note 2, SummaryNone.
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JOBS Act
As an “emerging growth company,” Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of public companies who are required to comply with the effective dates for new or revised accounting standards, which may make comparison of our financial statements to those of other public companies more difficult.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We have operations both within the United States and internationally, and we are exposed to market risk in the ordinary course of business. The uncertainty that exists with respect to the global economic impact of the ongoing COVID-19 pandemic has introduced significant volatility in the financial markets.
Interest Rate Risk
Our cash and cash equivalents primarily consist of bank deposits and money market funds, and our short-term investments consist of U.S. government treasury securities. As of OctoberJuly 31, 2017 and January 31, 2017,2022, we had cash, cash equivalents, restricted cash and short-term investments of $288.6 million and $116.5 million, respectively.$1.8 billion. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. The effect of a hypothetical 10% increase or decrease in interest rates would not have had a material impact on the fair market value of our historical consolidatedinvestments as of July 31, 2022.
In January 2020, we issued $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2026 in a private placement (the “2026 Notes”). The fair value of the 2026 Notes is subject to interest rate risk, market risk and other factors due to the conversion feature. The fair value of the 2026 Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines. The interest and market value changes affect the fair value of the 2026 Notes, but do not impact our financial statementsposition, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the 2026 Notes at face value less unamortized issuance costs on our balance sheet, and we present the fair value for the nine months ended October 31, 2017 and the year ended January 31, 2017.

required disclosure purposes only.
Foreign Currency Risk
Our sales contracts are primarily denominated in U.S. dollars, British poundpounds (“GBP”) or Euros (“EUR”). A portion of our operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the GBP and EUR. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements for either of the nine monthsthree-month periods ended OctoberJuly 31, 20172022 and year ended January 31, 2017.2021. Given the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency should become more significant. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Market Risk
We could experience additional volatility to our consolidated statements of operations due to observable price changes and impairments to our non-marketable securities. These changes could be material based on market conditions and events, particularly in periods of significant market fluctuations that affect our non-marketable securities. Our non-marketable securities are subject to a risk of partial or total loss of invested capital. As of July 31, 2022 and January 31, 2022, the total amount of non-marketable securities included in other assets on our balance sheet was $7.7 million and $4.8 million.
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ITEM 4.CONTROLS AND PROCEDURES.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of OctoberJuly 31, 2017.2022. Based on the evaluation of our disclosure controls and procedures as of OctoberJuly 31, 2017,2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Qthree months ended July 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The information required to be set forth under this Item 1 is incorporated by reference to Note 7, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in this Form 10-Q.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presentlyFor example, on March 12, 2019, Realtime filed a party to any legal proceedings that, if determined adversely tolawsuit against us would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. We have received, and may in the future continueUnited States District Court for the District of Delaware alleging that we are infringing three U.S. patents that it holds: the 908 Patent, the 751 Patent and the 825 Patent. On May 4, 2021, in a consolidated action that includes Realtime's case against MongoDB, the District Court granted certain defendants' motion to receive, claims from third parties asserting, among other things, infringementdismiss without prejudice, finding that the patents are invalid under 35 U.S.C. § 101. Realtime filed an amended complaint against us on May 18, 2021, and we moved to dismiss that amended complaint on June 29, 2021. On August 23, 2021, the District Court granted our motion to dismiss. On August 25, 2021, Realtime filed a notice of their intellectual property rights. appeal of the Delaware District Court’s order. Realtime filed its appellate brief on December 2, 2021 and the defendants (including MongoDB) filed a responsive brief on March 11, 2022. Realtime filed a reply brief on April 29, 2022. The oral brief argument has not yet been scheduled.
Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS.
Our operations and financial results are subject to various risks and uncertainties including those described below. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline.
Risk Factors Summary
Investing in our common stock involves a high degree of risk because we are subject to numerous risks and uncertainties that could negatively impact our business, financial condition and results of operations, as more fully described below. These risks and uncertainties include, but are not limited to, the following:
•Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and materially and adversely affect our results of operations.
•The ongoing COVID-19 pandemic, related economic downturn and measures taken in response to the pandemic could negatively impact our business, financial condition and results of operations.
•We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.
•We have a limited operating history, which makes it difficult to predict our future results of operations.
•We have a history of losses and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.
•Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition and growth prospects.
•Our business and results of operations depend substantially on our customers renewing their subscriptions with us and expanding their usage of software and related services. Any decline in our customer renewals or failure to
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convince our customers to broaden their usage of subscription offerings and related services could materially and adversely harm our business, results of operations and financial condition.
•We currently face significant competition and expect that intense competition will continue.
•If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.
•Our decision to offer Community Server under the Server Side Public License (“SSPL”) may harm the adoption of Community Server.
•We have invested significantly in our MongoDB Atlas offering and, if we fail to continue to attract new MongoDB Atlas customers or retain and expand within existing customers, our business, results of operations and financial condition could be harmed.
•We could be negatively impacted if the GNU Affero General Public License Version 3 (the “AGPL”), the SSPL and other open source licenses under which some of our software is licensed are not enforceable.
•Our licensing model for Community Server could negatively affect our ability to monetize and protect our intellectual property rights.
•We could incur substantial costs in protecting or defending our intellectual property rights and any failure to protect our intellectual property rights could reduce the value of our software and brand.
•If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.
•We have experienced rapid growth in recent periods. If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.
•If our security measures, or those of our service providers, are breached or unauthorized access to personal information or otherwise private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce or terminate their use of our software and we may face litigation, regulatory investigations, significant liability and reputational damage.
•If we are not able to maintain and enhance our brand, especially among developers, our business and results of operations may be adversely affected.
Risks Related to Our Business and Industry
Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and materially and adversely affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. The revenue growth and potential profitability of our business depend on demand for database software and services generally and for our subscription offering and related services in particular. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, labor shortages, supply chain disruptions, inflationary pressures, rising interest rates, financial and credit market fluctuations, international trade relations and/or the imposition of trade tariffs, political turmoil, natural catastrophes, regional or global outbreaks of contagious diseases, such as the ongoing COVID-19 pandemic, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on information technology, disrupt the timing and cadence of key industry and marketing events and otherwise could materially and adversely affect the growth of our business.

Geopolitical risks, including those arising from trade tension and/or the imposition of trade tariffs, terrorist activity or acts of civil or international hostility, are increasing. Similarly, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to rapidly rising costs of living (driven largely by higher energy prices) in Europe and created uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Further, other events outside of our control, including natural disasters, climate change-related events, pandemics (such as the COVID-19 pandemic) or health crises may arise from time to time and be accompanied by governmental actions that may increase international
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tension. Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations.

Additionally, the global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. As a result of these factors, our revenues may be affected by both decreased customer acquisition and lower than anticipated revenue growth from existing customers. For example, the COVID-19 pandemic resulted in widespread unemployment, economic slowdown and extreme volatility. Similarly, the ongoing military conflict between Russia and Ukraine has created extreme volatility in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have material and adverse consequences on us, the third parties on whom we rely or our customers.Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. Any significant increases in inflation and related increase in interest rates could have a material and adverse effect on our business, financial condition or results of operations.

Further, to the extent there is a sustained general economic downturn and our database software is perceived by customers and potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings and related services. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be materially and adversely affected.

The ongoing COVID-19 pandemic, related economic downturn and measures taken in response to the pandemic could materially and adversely impact our business, financial condition and results of operations.

Beginning in March 2020, we took measures intended to help minimize the risk of the SARS-CoV-2 virus to our employees, our customers and the communities in which we participate, which measures could negatively impact our business. These measures included temporarily requiring all employees to work remotely, suspending all non-essential travel worldwide for our employees, canceling, postponing or holding virtually MongoDB-sponsored events and discouraging employee attendance at industry events and in-person work-related meetings. In 2021, we began to re-open our offices in the United States and certain other locations globally for employees to voluntarily return. In April 2022, we moved forward with our return to office plan which encompasses a hybrid approach to in-office attendance based on the different needs of teams across the company. While certain travel bans and other restrictions that were implemented at the beginning of the pandemic were relaxed earlier in the year, due to the identification of novel variants of the SARS-CoV-2 virus, among other developments, some of these restrictions were re-imposed, and new restrictions may be implemented. Business travel resumed during 2021 on a voluntary basis and we started to hold some in-person marketing events. Although our travel costs for the year ended January 31, 2022 were below pre-pandemic levels, we expect spending on business travel and in-person marketing events to increase during 2022. We continue to monitor the situation related to the COVID-19 pandemic, and we may adjust our policies as may be required or recommended by federal, foreign, state or local authorities.

While we have a distributed workforce and our employees are accustomed to working remotely or working with other remote employees, our workforce has not historically been fully remote. Additionally, prior to the COVID-19 pandemic, our employees traveled frequently to establish and maintain relationships with one another and with our customers, partners and investors, and some of our business processes assume that employees can review and sign documents in person. We are adopting a hybrid work environment that may also present operational challenges and risks, including reduced productivity, lower employee retention, and increased compliance and tax obligations in a number of jurisdictions. We have informed our employees that they may continue to elect to work remotely until conditions improve, even if their office reopens, and we continue to host large events virtually rather than in person and to travel less frequently for business than we did prior to the pandemic. Although we continue to monitor the situation and may adjust our current policies as more information and guidance become available, reducing travel and in-person business interactions on a long-term basis could negatively impact our marketing efforts, our ability to enter into customer contracts in a timely manner, our international
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expansion efforts, our ability to recruit employees across the organization and, in sales and marketing, in particular, which could have longer term effects on our sales pipeline, or create operational or other challenges as our workforce remains predominantly remote, any of which could harm our business. For example, remote and hybrid work arrangements may result in decreased employee productivity and morale with increased regretted employee attrition. In addition, our management team has spent, and will likely continue to spend, significant time, attention and resources monitoring the COVID-19 pandemic and associated global economic uncertainty and seeking to manage its effects on our business and workforce.
In particular, the ongoing COVID-19 pandemic, attempts by governments and private organizations to address the pandemic and the associated global economic uncertainty may prevent us or our employees, contractors, suppliers, customers and other business partners from conducting certain business activities, which could materially and adversely impact our business, financial results and results of operations. In the initial stages of the pandemic, business activities were severely curtailed as a result of shelter-in-place and similar orders. Such orders or restrictions and the perception that such orders or restrictions could occur have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, among other effects that could negatively impact productivity and disrupt our operations and those of our contractors, suppliers, customers and other business partners. As the COVID-19 pandemic has continued and the most stringent limitations on the conduct of in-person business have been lifted, many state, local and foreign governments have continued to put in place, and may in the future re-institute or put in place travel restrictions, limitations on indoor occupancy, masking and/or vaccination requirements and similar government orders and restrictions in order to control the spread of the disease. The ongoing COVID-19 pandemic, including actions by governmental and private actors in response to the pandemic, including vaccination mandates, could adversely affect workforces, customers, economies and financial markets globally, potentially leading to a sustained economic downturn. While it is not possible at this time to predict the duration and extent of the impact that the ongoing COVID-19 pandemic could have on worldwide economic activity and our business in particular, the continued spread of COVID-19, including known variants and other potentially more contagious variants of the SARS-CoV-2 virus, the measures taken by governments, businesses and other organizations in response to COVID-19 and the associated global economic uncertainty could materially and adversely impact our business, financial condition or results of operations.

The ultimate impact to our results of operations will depend to a large extent on currently unknowable developments, including the length of time the disruption and uncertainty caused by COVID-19 will continue, which will, in turn, depend on, among other things, the actions taken by authorities and other entities to contain COVID-19 or treat its impact, including the impact of any reopening plans, additional closures and spikes or surges in COVID-19 infection, including as a result of new variants of the SARS-CoV-2 virus, and individuals’ and companies’ risk tolerance regarding health matters going forward, all of which are beyond our control. For example, vaccine mandates have been announced in certain jurisdictions in which our business operates and the implementation of additional vaccination requirements in jurisdictions in which our business operates, could result in attrition, including attrition of critically skilled labor and difficulty securing future labor needs, which could materially and adversely affect our results of operations, financial condition and cash flows. These potential impacts, while uncertain, could harm our business and adversely affect our operating results. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties described in this “Risk Factors” section which may materially and adversely affect our business and results of operations.
We have a limited operating history, which makes it difficult to predict our future results of operations.
We were incorporated in 2007 and introduced MongoDB Community Server in 2009, MongoDB Enterprise Advanced in 2013 and MongoDB Atlas in 2016. As a result of our limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to accurately predict future growth. Our historical revenue growth has been inconsistent and should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing adoption or usage of MongoDB or demand for our subscription offerings and related services, reduced conversion of users of our open source usersfree offerings to paying customers, increasing competition, changes to technology or our intellectual property or our failure, for any reason, to continue to capitalize on growth opportunities. We have also encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
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We have a history of losses and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.
We have incurred net losses in each period since our inception including net losses of $70.0 million and $86.7 million for the nine months ended October 31, 2017 and the fiscal year ended January 31, 2017, respectively. Wewe had an accumulated deficit of $417.4 million$1.4 billion as of OctoberJuly 31, 2017.2022. We expect our operating expenses to increase significantly as we increase our sales and marketing efforts, continue to invest in research and development and expand our operations and infrastructure, both domestically and internationally. In particular, we have entered into non-cancelable multi-year capacity commitments with respect to cloud infrastructure services with certain third-party cloud providers, which require us to pay for such capacity irrespective of actual usage. In addition, we have incurred and expect to continue to incur significant additional legal, accounting and other expenses related to being a public company. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we expect to continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability.
Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition and growth prospects.
We derive and expect to continue to derive substantially all of our revenue from our database platform. As such, market adoption of our database platform is critical to our continued success. Demand for our platform is affected by a number of factors, many of which are beyond our control, including economic downturns, continued market acceptance by developers, the availability of our

Community Server offering, the continued volume, variety and velocity of data that data is generated, timing of development and release of new offerings by our competitors, technological change and the rate of growth in our market. If we are unable to continue to meet the demands of our customers and the developer community, our business operations, financial results and growth prospects will be materially and adversely affected.
Our business and results of operations depend substantially on our customers renewing their subscriptions with us and expanding their usage of software and related services. Any decline in our customer renewals or failure to convince our customers to broaden their usage of subscription offerings and related services could materially and adversely harm our business, results of operations and financial condition.

Our subscription offerings are term-based and a majority of our subscription contracts were one year in duration in fiscal year 2022. In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us when the existing subscription term expires and renew on the same or more favorable quantity and terms. Our customers have no obligation to renew their subscriptions and we may not be able to accurately predict customer renewal rates. In addition, the growth of our business depends in part on our customers expanding their use of subscription offerings and related services, including increasing their usage and workloads with us. Historically, some of our customers have elected not to renew their subscriptions with us or have not expanded their usage of our services over time for a variety of reasons, including as a result of changes in their strategic IT priorities, budgets, costs and, in some instances, due to competing solutions. Our retention rate may also decline or fluctuate as a result of a number of other factors, including our customers’ satisfaction or dissatisfaction with our software, the increase in the contract value of subscription and support contracts from new customers, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, global economic conditions and the other risk factors described herein. As a result, we cannot assure you that customers will renew subscriptions or increase their usage of our software and related services. If our customers do not renew their subscriptions or renew on less favorable terms, or if we are unable to expand our customers’ usage of our software, our business, results of operations and financial condition could be materially andadversely affected.

We currently face significant competition.competition and expect that intense competition will continue.
The database software market, for both relational and non‑relationalnon-relational database products, is highly competitive, rapidly evolving and others may put out competing databases or sell services in connection with existing open source or source available databases, including ours. The principal competitive factors in our market include: mindshare with software developers and ITinformation technology (“IT”) executives; product capabilities, including flexibility, scalability, performance, security and reliability; flexible deployment options, including fully managed as a service or self-managed in the cloud, on‑premiseon-premise or in a hybrid environment and ease of deployment; breadth of use cases supported; ease of integration with existing IT infrastructure; robustness of professional services and customer support; price and total cost of ownership; adherence to industry standards and certifications; size of customer base and level of user adoption; strength of sales and marketing efforts; and brand awareness and reputation. If we fail to compete effectively with respect to any of these competitive factors, we
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may fail to attract new customers or lose or fail to renew existing customers, which would cause our operatingbusiness and results of operations to suffer.
We primarily compete with established legacy relational database software providers such as IBM, Microsoft, Oracle and other similar companies. We also compete with non‑relational database software providers and certainpublic cloud providers such as Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”), and Microsoft Azure.Azure that offer database functionality and non-relational database software providers. In addition, other large software and internet companies may seek to enter our market.
Some of our actual and potential competitors, in particular the legacy relational database providers and large cloud providers, have advantages over us, such as longer operating histories, more established relationships with current or potential customers and commercial partners, significantly greater financial, technical, marketing or other resources, stronger brand recognition, larger intellectual property portfolios and broader global distribution and presence. Such competitors may make their products available at a low cost or no cost basis in order to enhance their overall relationships with current or potential customers. Our competitors may also be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Withrequirements, or may be able to devote greater resources than we can to the introductiondevelopment, promotion, and sale of their products and services. As we introduce new technologies and newproduct enhancements, such as the ones we announced during fiscal year 2022, and as our existing markets see more market entrants,entry, we expect competition to intensify in the future. In addition, some of our larger competitors have substantially broader offerings and can bundle competing products with hardware or other software offerings, including their cloud computing and customer relationship management platforms. As a result, customers may choose a bundled offering from our competitors, even if individual products have more limited functionality compared to our software. These larger competitors are also often in a better position to withstand any significant reduction in technology spending and will therefore not be as susceptible to competition or economic downturns. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in geographies where we do not operate.
Furthermore, our actual and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and offerings in the markets we address. In addition, third parties with greater available resources may acquire current or potential competitors. As a result of such relationships and acquisitions, our actual or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or future competitors.
If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.
Increasing our customer base and achieving broader market acceptance of our subscription offerings and related services will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We are substantially dependent on our direct sales force and our marketing efforts to obtain new customers. We plan to continue to expand our sales and marketing organization both domestically and internationally. We believe that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that we require, particularly as we continue to target larger enterprises. Our ability to achieve significant revenue growth in the future will depend, in part, on our success in recruiting, training and retaining a sufficient number of experienced sales professionals, especially in large markets like New York, the San Francisco Bay Area and London, England.highly competitive markets. New hires require significant training and time before they achieve full productivity, particularly in new or developing sales territories. Our recent hires and planned hires may not become as productive as quickly as we expect, including as a result of the ongoing COVID-19 pandemic and remote work arrangements, and we may be unable to hire or retain sufficient

numbers of qualified individuals in the future in the markets where we do business.business, particularly during the current period of heightened employee attrition in the United States and other countries. Because of our limited operating history, we cannot predict whether, or to what extent, our sales will increase as we expand our sales and marketing organization or how long it will take for sales personnel to become productive. Our business and results of operations willcould be harmed if the expansion of our sales and marketing organization does not generate a significant increase in revenue.
Our adoption strategies include offering Community Server and a free tier of MongoDB Atlas and we may not be able to realize the intended benefits of these strategies.
To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a “freemium” offering. Community Server is a free‑to‑downloadfree-to-download version of our database that does not include all of the features of our
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commercial platform. We also offer a free tier of MongoDB Atlas in order to accelerate adoption, promote usage and drive brand and product awareness. We do not know if we will be able to convert these users to become paying customers of our platform. Our marketing strategy also depends in part on persuading users who use one of these free versions to convince others within their organization to purchase and deploy our platform. To the extent that users of Community Server or our free tier of MongoDB Atlas do not become, or lead others to become, paying customers, we will not realize the intended benefits of these strategies and our ability to grow our business or achieve profitability may be harmed.
Our decision to offer Community Server under the SSPL may harm the adoption of Community Server.
On October 16, 2018, we announced that we were changing the license for Community Server from the AGPL to a new software license, the SSPL. The SSPL builds on the spirit of the AGPL, but includes an explicit condition that any organization attempting to exploit MongoDB as a service must open source the software that it uses to offer such service. Since the SSPL is a new license and has not been interpreted by any court, developers and the companies they work for may be hesitant to adopt Community Server because of uncertainty around the provisions of the SSPL and how it will be interpreted and enforced. In addition, the SSPL has not been approved by the Open Source Initiative, nor has it been included in the Free Software Foundation’s list of free software licenses. This may negatively impact the adoption of Community Server, which in turn could lead to reduced brand and product awareness, ultimately leading to a decline in paying customers and our ability to grow our business or achieve profitability may be harmed.
We have invested significantly in our MongoDB Atlas offering and, if it failswe fail to achieve market adoptioncontinue to attract new MongoDB Atlas customers or retain and expand within existing customers, our business, results of operations and financial condition could be harmed.
We introduced MongoDB Atlas in June 2016. We have less experience marketing, determining pricing for2016 and selling MongoDB Atlas, and we are still determining how to best market, price and support adoption of this offering. We have directed and intend to continue to direct a significant portion of our financial and operating resources to develop and grow MongoDB Atlas, including offering a free tier of MongoDB Atlas to generate developer usage and awareness. Although MongoDB Atlas has seen rapid adoption since its commercial launch, we cannot guarantee that rate of adoption will continue at the same pace or at all. If we are unsuccessful in our efforts to driveincrease customer adoption of MongoDB Atlas or retain and expand within existing customers, or if we do so in a way that is not profitable or fails to compete successfully against our current or future competitors, our business, results of operations and financial condition could be harmed.

We could be negatively impacted if the GNU Affero General Public License Version 3AGPL, the SSPL and other open source licenses under which some of our software is licensed are not enforceable.
The latest releaseversions of Community Server isreleased prior to October 16, 2018 are licensed under the GNU Affero General Public License version 3 (the “AGPL”).AGPL. This license states that any program licensed under it may be copied, modified and distributed provided certain conditions are met. On October 16, 2018, we issued a new software license, the SSPL, for all versions of Community Server released after that date. The SSPL builds on the spirit of the AGPL, but includes an explicit condition that any organization using Community Server to offer MongoDB as a third-party service must open source the software that it uses to offer such service. It is possible that a court would hold this licensethe SSPL or AGPL to be unenforceable. If a court held thiseither license or certain aspects of this license to be unenforceable, others may be able to use our software to compete with us in the marketplace in a manner not subject to the restrictions set forth in the SSPL or AGPL.
We offerOur licensing model for Community Server under an open source license, which could negatively affect our ability to monetize and protect our intellectual property rights.
We make our Community Server offering available under either the AGPL.SSPL (for versions released after October 16, 2018) or the AGPL (for versions released prior to October 16, 2018). Community Server is a free‑to‑downloadfree-to-download version of our database that includes the core functionality developers need to get started with MongoDB but not all of the features of our commercial platform. TheBoth the SSPL and the AGPL grantsgrant licensees broad freedom to view, use, copy, modify and redistribute the source code of Community Server.Server provided certain conditions are met. Some commercial enterprises consider AGPL‑licensedSSPL- or AGPL-licensed software to be unsuitable for commercial use because of itsthe “copyleft” requirement that further distributionrequirements of AGPL‑licensed software and modifications or adaptations to that software must be made available pursuant to the AGPL as well.those licenses. However, some of those same commercial enterprises do not have the same concerns regarding using the software under the SSPL or AGPL for internal purposes. As a result, these commercial enterprises may never convert to paying customers of our platform. Anyone can obtain a free copy of Community Server from the Internet and we do not know who all of our SSPL or AGPL licensees are. Competitors could develop modifications of our software to compete with us in the marketplace. We do not have visibility into how our software is being used by licensees, so our ability to detect violations of the SSPL or AGPL is extremely limited.
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In addition to Community Server, we contribute other source code to open source projects under open source licenses and release internal software projects under open source licenses and anticipate doing so in the future. Because the source code for Community Server and any other software we contribute to open source projects or distribute under open source licenses is publicly available, our ability to monetize and protect our intellectual property rights with respect to such source code may be limited or, in some cases, lost entirely.

Our software incorporates third‑partythird-party open source software, which could negatively affect our ability to sell our products and subject us to possible litigation.
Our software includes third‑partythird-party open source software and we intend to continue to incorporate third‑partythird-party open source software in our products in the future. There is a risk that the use of third‑partythird-party open source software in our software could impose conditions or restrictions on our ability to monetize our software. Although we monitor the incorporation of open source software into our products to avoid such restrictions, we cannot be certain that we have not incorporated open source software in our products or platform in a manner that is inconsistent with our licensing model. Certain open source projects also include other open source software and there is a risk that those dependent open source libraries may be subject to inconsistent licensing terms. This could create further uncertainties as to the governing terms for the open source software we incorporate.
In addition, the terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated restrictions or conditions on our use of such software. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we developed using such open source software, which could include proprietary portions of our source code, or otherwise seeking to enforce the terms of the open source licenses. These claims could result in litigation and could require us to make those proprietary portions of our source code freely available, purchase a costly license or cease offering the implicated software or services unless and until we can re‑engineerre-engineer them to avoid infringement. This re‑engineeringre-engineering process could require significant additional research and development resources and we may not be able to complete it successfully.
In addition to risks related to license requirements, the use of third‑partythird-party open source software can lead to greater risks than the use of third‑partythird-party commercial software, as open source licensors generally do not provide warranties. In addition, licensors of open source software included in our offerings may, from time to time, modify the terms of their license agreements in such a manner that those license terms may become incompatible with our licensing model and thus could, among other consequences, prevent us from incorporating the software subject to the modified license.
Any of these risks could be difficult to eliminate or manage and if not addressed, could have a negative effect on our business, results of operations and financial condition.
If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.
Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to enhance and improve our software and to introduce new features and services. For example, we introduced MongoDB Atlas in June 2016. To grow our business and remain competitive, we must continue to enhance our software and develop features that reflect the constantly evolving nature of technology and our customers’ needs. The success of MongoDB Atlas and any othernew products, enhancements orand developments depends on several factors: our anticipation of market changes and demands andfor product features, including timely product introduction and conclusion, sufficient customer demand, cost effectiveness in our product development efforts and the proliferation of new technologies that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely. In addition, because our software is designed to operate with a variety of systems, applications, data and devices, we will need to continuously modify and enhance our software to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. Furthermore, the addition of features and solutions to our software will increase our research and development expenses. Any new features that we develop may not be introduced in a timely or cost‑effectivecost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we cannot address such uncertainties and successfully develop new features, enhance our software or otherwise overcome technological challenges and competing technologies, our business and results of operations could be adversely affected.
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We also offer professional services including consulting and training and must continually adapt to assist our customers in deploying our software in accordance with their specific IT strategies. If we cannot introduce new services or enhance our existing services to keep pace with changes in our customers’ deployment strategies, we may not be able to attract new customers, retain existing customers and expand their use of our software or secure renewal contracts, which are important for the future of our business.

Our success is highly dependent on our ability to penetrate the existing market for database products, as well as the growth and expansion of the market for database products.
Our future success will depend in large part on our ability to service existing demand, as well as the continued growth and expansion of the database market. It is difficult to predict demand for our offerings, the conversion from one to the other and related services and the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing database market and any expansion of the market depends on a number of factors, including cost, performance and perceived value associated with our subscription offerings, as well as our customers’ willingness to adopt an alternative approach to relational and other database products available in the market. Furthermore, many of our potential customers have made significant investments in relational databases, such as offerings from Oracle, and may be unwilling to invest in new products. If the market for databases fails to grow at the rate that we anticipate or decreases in size or we are not successful in penetrating the existing market, our business would be harmed.
Our future quarterly results may fluctuate significantly and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.
Our results of operations, including our revenue, operating expenses and cash flows may vary significantly in the future as a result of a variety of factors, many of which are outside of our control, may be difficult to predict and may or may not fully reflect the underlying performance of our business and period‑to‑periodperiod-to-period comparisons of our operating results may not be meaningful. Some of the factors that may cause our results of operations to fluctuate from quarter to quarter include:
•changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;
•new product announcements, pricing changes and other actions by competitors;
•the mix of revenue and associated costs attributable to subscriptions for our MongoDB Enterprise Advanced and MongoDB Atlas offerings (such as our non-cancelable multi-year cloud infrastructure capacity commitments, which require us to pay for such capacity irrespective of actual usage) and professional services, as such relative mix may impact our gross margins and operating income;
•the mix of revenue and associated costs attributable to sales where subscriptions are bundled with services versus sold on a standalone basis and sales by us and our partners;
•our ability to attract new customers;
•our ability to effectively expand our sales and marketing capabilities and teams;
•our ability to retain customers and expand their usage of our software, particularly for our largest customers;
•shelter-in-place, occupancy limitations or similar orders, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the ongoing COVID-19 pandemic;
•our inability to enforce ourthe AGPL license;or SSPL;
•delays in closing sales, including the timing of renewals, which may result in revenue being pushed into the next quarter, particularly because a large portion of our sales occur toward the end of each quarter;
•the timing of revenue recognition;
•the mix of revenue attributable to larger transactions as opposed to smaller transactions;
•changes in customers’ budgets and in the timing of their budgeting cycles and purchasing decisions;
•customers and potential customers opting for alternative products, including developing their own in‑housein-house solutions, or opting to use only the free version of our products;
•fluctuations in currency exchange rates;
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•our ability to control costs, including our operating expenses;
•the timing and success of new products, features and services offered by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
•significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;

•our failure to maintain the level of service uptime and performance required by our customers;
•the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;
•changes in political and economic conditions, in domestic or international markets;
•general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;participate, including those conditions related to the ongoing COVID-19 pandemic;
•sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;
•the impact of new accounting pronouncements; and
•fluctuations in stock‑basedstock-based compensation expense.
The occurrence of one or more of the foregoing and other factors may cause our results of operations to vary significantly.significantly and be materially and adversely affected. For example, the ongoing COVID-19 pandemic could result in material adverse changes in our results of operations and its related political, social and economic impacts may continue to spread. Moreover, fluctuations in our quarterly operating results and the price of our common stock may be particularly pronounced in the current economic environment due to the uncertainty caused by and the unprecedented nature of the COVID-19 pandemic, the ongoing geopolitical instability resulting from the conflict between Russia and Ukraine, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. In response to the concerns over inflation risk, the U.S. Federal Reserve recently raised interest rates multiple times, and signaled that they expect additional rate increases throughout the year. It is especially difficult to predict the impact of such events on the global economic markets, which have been and will continue to be highly dependent upon the actions of governments, businesses, and other enterprises in response to the pandemic and macroeconomic events, and the effectiveness of those actions. Any of these factors or any combination thereof could materially and adversely affect our business, results of operations and financial condition. We also intend to continue to invest significantly to grow our business in the near future rather than optimizing for profitability or cash flows. In addition, we expect to incur significant additional expenses due to the increased costs of operating as a public company. Accordingly, historical patterns and our results of operations in any one quarter may not be meaningful and should not be relied upon as indicative of future performance. Additionally, if our quarterly results of operations fall below the expectations of investors or securities analysts who follow our stock, the price of our Class A common stock could decline substantially and we could face costly lawsuits, including securities class action suits.

We have experienced rapid growth in recent periods. If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.
We have recently experienced a period of rapid growth in our business, operations and employee headcount. For fiscal years 20162022, 2021 and 2017 and the nine months ended October 31, 2016 and 2017,2020, our total revenue was $65.3$873.8 million, $590.4 million and $101.4 million and $71.4 million and $109.5$421.7 million, respectively, representing a 55%48% and 53%40% growth rate, respectively. We have also significantly increased the size of our customer base from over 1,1003,200 customers as of January 31, 20152017 to over 4,90033,000 customers as of OctoberJanuary 31, 2017,2022, and we grew from 383713 employees as of January 31, 20152017 to 9303,544 employees as of OctoberJanuary 31, 2017.2022. We expect to continue to expand our operations and employee headcount in the near term. Our success will depend in part on our ability to continue to grow and to manage this growth, domestically and internationally, effectively.
Our recentcurrent and anticipated growth has placed, and future growth will continueis expected to place a significant strain on our management, administrative, operational and financial infrastructure. We will need to continue to improve our operational, financial and management processes and controls and our reporting systems and procedures to manage the expected growth of our operations and personnel, which will require significant expenditures and allocation of valuable management and employee resources. If we fail to implement these infrastructure improvements effectively, our ability to ensure the uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies will be impaired. Further, if we do not effectively manage the growth of our business and operations, the quality of our products and
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services could suffer, the preservation of our culture, values and entrepreneurial environment may change and we may not be able to adequately address competitive challenges. This could impair our ability to attract new customers, retain existing customers and expand their use of our products and services, all of which would adversely affect our brand, overall business, results of operations and financial condition.
If our security measures, or those of our service providers, are breached or unauthorized access to personal data or otherwise private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce or terminate their use of our software and we may incurface litigation, regulatory investigations, significant liabilities.liability and reputational damage.
BecauseIn the ordinary course of our software, which can be deployedbusiness, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (commonly known as processing) sensitive information, including personal data and other confidential information of our employees and our customers, confidential business data, trade secrets, and intellectual property. We collect sensitive information from individuals located both in the cloud, on‑premiseUnited States and abroad and may store or process such information outside of the country in which it was collected. We use third-party service providers and subprocessors to help us deliver services to our customers. These third-party service providers and subprocessors may store or process personal data and/or other confidential information of our employees and our customers.

Cyberattacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect. These threats come from a hybrid environmentvariety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and cannation-state-supported actors. In addition, sophisticated nation-state and nation-state supported actors now engage and are expected to continue to engage in cyberattacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon whom we rely may be hosted by our customers or can be hosted by us asvulnerable to a service, allows customers to store and transmit data, there exists an inherentheightened risk of these attacks, including cyberattacks, that could materially disrupt our systems, operations and supply chain. We and the third parties upon which we rely may be subject to a security breach or other security incident, which may result in the lossvariety of or unauthorized accessevolving threats, including but not limited to this data. We, or our service providers, may also suffer a security breach or other security incident affecting the systems or networks used to operate our business, or otherwise impacting the data that is stored or processed in the conduct of our business. Any such security breach or other security incident could lead to litigation, indemnity obligations, regulatory investigationssocial-engineering attacks (including through phishing attacks), malicious code (such as viruses and enforcement actions, and other liability. If our security measures, or those of our services providers, are breached or are believed to have been breached, whetherworms), malware (including as a result of third‑party action, employee, vendor,advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or contractor error, malfeasance, phishingransomware attacks, social engineering, or otherwise, loss of data may result, our reputation could be damaged, our business may suffer, and we may face regulatory investigations and actions, litigation, indemnity obligations, damages for contract breach,

and fines and penalties for violations of applicable laws or regulations. Security breaches could also result in significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities. Similarly, if a cyber incident (including any accidental or intentional computer or network issues such as phishingsupply-chain attacks, viruses, denial of service (“DoS”), attacks, malware installation,software bugs, server malfunction,malfunctions, software or hardware failures, loss of data or other computerinformation technology assets, adware, ortelecommunications failures, earthquakes, fires, floods, and other similar issues) impairsthreats. Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe – particularly for companies like ours that are engaged in critical infrastructure or manufacturing – and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the integritynegative impact of a ransomware attack, but we may be unwilling or availabilityunable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our products) or those ofthe third-party information technology systems that support us and our service providers, by affectingservices. The COVID-19 pandemic and our remote workforce pose increased risks to our information technology systems and data, or reducing access to or shutting down one oras more of our computingemployees work from home, utilizing network connections outside our premises. Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Additionally, risks related to cybersecurity will increase as we continue to grow the scale and functionality of our IT network,business and process, store, and transit increasingly large amounts of our customers’ information and data, which may include proprietary, confidential or personal data.

Any of the previously identified or similar threats could cause a security incident or other interruption. A security incident or other interruption could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our platform, products, and services.
We may expend significant resources or modify our business activities to try to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems and sensitive information.
While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We have not always been able in the past and may be unable in the future to detect vulnerabilities in our information technology systems (including our products) because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. For
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example, industry publications have reported ransomware attacks on MongoDB instances. We believe these attacks were successful due to the failure by users of our Community Server offering to properly turn on the recommended security settings when running these instances. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such impairment isidentified vulnerabilities.
Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences.
If we (or a third party upon whom we rely) experience a security incident or are perceived to have occurred,experienced a security incident, we may be subjectexperience adverse consequences. These consequences may include: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may cause customers to negative treatment bystop using our platform, products, and services, deter new customers from using our business partners, the press,platform, products, and the public at large. We may also experience security breaches that may remain undetected for an extended period. Techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, and cybersecurity threats continue to evolve and are difficult to predict due to advances in computer capabilities, new discoveries in the field of cryptography and new and sophisticated methods used by criminals, including phishing, social engineering or other illicit acts. We may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could harm our reputationservices, and negatively impact our ability to attract new customersgrow and increase engagement by existing customers, cause existing customersoperate our business.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to elect notprotect us from liabilities, damages, or claims related to renew their subscriptions, or subject us to third‑party lawsuits, regulatory fines, actions,our data privacy and investigations, or other actions or liability, thereby adversely affecting our financial results.security obligations.
While we maintain general liability insurance coverage and coverage for errors or omissions, we cannot assure you that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal or other confidential data or otherwise relating to privacy or data security mattersmatters. The successful assertion of one or more large claims against us that suchexceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available to us on commercially reasonableacceptable terms or at all.that our insurers will not deny coverage as to any future claim.
Our sales cycle may be long and is unpredictable and our sales efforts require considerable time and expense.
The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our offerings. We are often required to spend significant time and resources to better educate and familiarize potential customers with the value proposition of paying for our products and services. The length of our sales cycle, from initial evaluation to payment for our offerings is generally three to nine months, but can vary substantially from customer to customer or from application to application within a given customer. As the purchase and deployment of our products can be dependent upon customer initiatives, our sales cycle can extend to more than a year for some customers. Customers often view a subscription to our products and services as a strategic decision and significant investment and, as a result, frequently require considerable time to evaluate, test and qualify our product offering prior to entering into or expanding a subscription. During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of our sales cycle include:
•the effectiveness of our sales force, in particular new sales people as we increase the size of our sales force;
•the discretionary nature of purchasing and budget cycles and decisions;
•the obstacles placed by a customer’s procurement process;
•our ability to convert users of our free Community Server offeringofferings to paying customers;
•economic conditions and other factors impacting customer budgets;
•customer evaluation of competing products during the purchasing process; and
•evolving customer demands.
Given these factors, it is difficult to predict whether and when a sale will be completed and when revenue from a sale will be recognized, particularly since we generally recognizethe timing of revenue overrecognition related to the term license portion of a subscription and in some cases, when our subscription offering is purchased with a service contract, we do not recognize
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revenue. This could impact the variability and comparability of our quarterly revenue from the subscription until services are provided, whichresults and may result in lower than expected revenue in any given period, which would have an adverse effect on our business, results of operations and financial condition.

We have a limited history with our subscription offerings and pricing model and if, in the future, we are forced to reduce prices for our subscription offerings, our revenue and results of operations will be harmed.
We have limited experience with respect to determining the optimal prices for our subscription offerings. As the market for databases evolves, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers or convert Community Server users of our free offerings to paying customers on terms or based on pricing models that we have used historically. In the past, we have been able to increase our prices for our subscriptionssubscription offerings, but we may choose not to introduce or be unsuccessful in implementing future price increases. As a result of these and other factors, in the future we may be required to reduce our prices or be unable to increase our prices, or it may be necessary for us to increase our services or product offerings without additional revenue to remain competitive, all of which could harm our results of operations and financial condition.
If we are unable to attract new customers in a manner that is cost‑effectivecost-effective and assures customer success, we will not be able to grow our business, which would adversely affect our results of operations and financial condition.
In order to grow our business, we must continue to attract new customers in a cost‑effectivecost-effective manner and enable these customers to realize the benefits associated with our products and services. We may not be able to attract new customers for a variety of reasons, including as a result of their use of traditional relational and/or other database products and their internal timing, budget or other constraints that hinder their ability to migrate to or adopt our products or services.
Even if we do attract new customers, the cost of new customer acquisition, product implementation and ongoing customer support may prove so high as to prevent us from achieving or sustaining profitability. For example, in fiscal years 20162022, 2021 and 2017 and the nine months ended October 31, 2017,2020, total sales and marketing expense represented 87%54%, 78%55% and 70%53% of revenue, respectively. We intend to continue to hire additional sales personnel, increase our marketing activities to help educate the market about the benefits of our platform and services, grow our domestic and international operations and build brand awareness. We also intend to continue to cultivate our relationships with developers through continued investment and growth of our MongoDB World, MongoDB Advocacy Hub, User Groups, MongoDB University and our partner ecosystem of global system integrators, value‑addedvalue-added resellers and independent software vendors. If the costs of these sales and marketing efforts increase dramatically, if we do not experience a substantial increase in leverage from our partner ecosystem, or if our sales and marketing efforts do not result in substantial increases in revenue, our business, results of operations and financial condition may be adversely affected. In addition, while we expect to continue to invest in our professional services organization to accelerate our customers’ ability to adopt our products and ultimately create and expand their use of our products over time, we cannot assure you that any of these investments will lead to the cost‑effectivecost-effective acquisition of additional customers.
Our business and results of operations depend substantially on our customers renewing their subscriptions with us and expanding their use of software and related services. Any decline in our customer renewals or failure to convince our customers to broaden their use of subscription offerings and related services would harm our business, results of operations, and financial condition.
Our subscription offerings are term‑based and a majority of our subscription contracts were one year in duration in fiscal year 2017. In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us when the existing subscription term expires, and renew on the same or more favorable quantity and terms. Our customers have no obligation to renew their subscriptions, and we may not be able to accurately predict customer renewal rates. In addition, the growth of our business depends in part on our customers expanding their use of subscription offerings and related services. Historically, some of our customers have elected not to renew their subscriptions with us for a variety of reasons, including as a result of changes in their strategic IT priorities, budgets, costs and, in some instances, due to competing solutions. Our retention rate may also decline or fluctuate as a result of a number of other factors, including our customers’ satisfaction or dissatisfaction with our software, the increase in the contract value of subscription and support contracts from new customers, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, global economic conditions, and the other risk factors described herein. As a result, we cannot assure you that customers will renew subscriptions or increase their usage of our software and related services. If our customers do not renew their subscriptions or renew on less favorable terms, or if we are unable to expand our customers’ use of our software, our business, results of operations, and financial condition may be adversely affected.

If we fail to offer high quality support, our business and reputation could suffer.
Our customers rely on our personnel for support of our software and services included in our MongoDB Enterprise Advanced, MongoDB Atlas and MongoDB Professionalsubscription packages. High‑qualityHigh-quality support is important for the renewal and expansion of our agreements with existing customers. The importance of high‑qualityhigh-quality support will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation and relationships with existing or potential customers could be harmed.
Real or perceived errors, failures or bugs in our software could adversely affect our business, results of operations, financial condition and growth prospects.
Our software is complex and therefore, undetected errors, failures or bugs have occurred in the past and may occur in the future. Our software is used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third‑partythird-party applications and equipment and networking configurations, which may cause errors or failures in the IT environment into which our software is deployed. This diversity increases the likelihood of errors or failures in those IT environments. Despite testing by us, real or perceived errors, failures or bugs may not be found until our customers use our software. Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our software, regulatory investigations and enforcement actions, harm to our brand, weakening of our competitive position, or claims by customers for losses sustained by them or failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our software could also impair our ability to attract new
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customers, retain existing customers or expand their use of our software, which would adversely affect our business, results of operations and financial condition.
Because our softwareWe are subject to stringent and serviceschanging obligations related to data privacy and information security. Our actual or perceived failure to comply with such obligations could be usedlead to collectregulatory investigations or actions; litigation; fines and store personal information, domestic and international privacy concerns could result in additional costs and liabilities to us or inhibit salespenalties; a disruption of our software.business operations; reputational harm; and other adverse business impacts.
Personal
Data privacy has become a significant issue in the United States, Europe and in many other countries and jurisdictions where we offer our software and services. The regulatory framework forIn the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (commonly known as processing) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, and intellectual property. Our data processing activities subject us to numerous data privacy issues worldwide is rapidly evolving and is likely to remain uncertain forsecurity obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts, and other obligations that govern the foreseeable future. Many federal, stateprocessing of sensitive data by us and foreign government bodies and agencies have adopted or are considering adopting laws, rules and regulations regarding the collection, use, storage and disclosure of personal information and breach notification procedures. Interpretation of these laws, rules and regulations and their application toon our software and professional services in the United States and foreign jurisdictions is ongoing and cannot be fully determined at this time.behalf.
In the United States, these include rulesfederal, state, and regulations promulgated under the authoritylocal governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act). For example, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, thefederal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Gramm Leach BlileyHealth Information Technology for Economic and Clinical Health Act and state laws(“HITECH”), imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information. Additionally, California enacted the California Consumer Privacy Act (the “CCPA”), which introduced new requirements regarding the handling of personal data of California consumers and households. The law gives individuals the right to request access to and deletion of their personal data and the right to opt out of sales of their personal data. The CCPA also authorizes private lawsuits to recover statutory damages for certain data breaches. In addition, it is anticipated that the California Privacy Rights Acts of 2020 (“CPRA”), effective January 1, 2023, will expand the CCPA. For example, the CPRA established a new California Privacy Protection Agency to implement and enforce the CCPA (as amended), which could increase the risk of an enforcement action.The effects of the CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and increase our compliance costs and potential liability with respect to personal information we collect about California residents. Other states, such as Virginia, Colorado, Utah and Connecticut, have also passed comprehensive privacy laws, all of which become effective in 2023. In addition, data privacy and security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts.

Furthermore, on May 12, 2021, the Biden administration issued an Executive Order requiring federal agencies to implement additional IT security measures, including, among other things, requiring agencies to adopt multifactor authentication and encryption for data security. at rest and in transit, to the maximum extent consistent with federal records laws and other applicable laws. Additionally, the Executive Order will result in the development of secure software development practices or criteria for a consumer software labeling program and shall reflect a baseline level of secure practices for development of software sold to the U.S. federal government, including requiring developers to maintain greater visibility into their software and making security data publicly available. Due to the Executive Order, federal agencies may require us to modify our cybersecurity practices and policies and increase our compliance costs and, if we are unable to meet the requirements of the Executive Order, it could impede our ability to work with the U.S. government and result in a loss of revenue.
In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply. There may be substantial amounts of personally identifiable informationcomply, including, but not limited to, the European Economic Area (“E.E.A.”), Switzerland, the United Kingdom (“U.K.”), Canada, Brazil and other countries. The collection, use, disclosure, transfer, or other sensitive information uploadedprocessing of personal data regarding individuals in the E.E.A and Switzerland is subject to our services and managed using our software.
In December 2015, European Union (“EU”), institutions reached agreement on a draft regulation that was formally adopted in April 2016, referred to as the General Data Protection Regulation (the “GDPR”). The GDPR updates, which came into effect in May 2018, and modernizesother European laws governing the principlesprocessing of the 1995 EUpersonal data. Data Protection Directive. The GDPR significantly increases the level of sanctions for non‑compliance from those in existing EU data protection law. EU data protection authorities willin the E.E.A. and Switzerland have the power to impose administrative fines for violations of the GDPR of up to a maximum of €20 million or 4% of the data controller’s or data processor’sentity’s total worldwide global turnover for the preceding financial year, whichever is higher, and violations ofhigher. Further, the GDPR may also leadprovides for private litigation related to damages claimsthe processing of personal data that can be brought by classes of data controllers andsubjects or consumer protection organizations authorized at law to represent the data subjects.subjects’ interests. Since we act as a data processor for our MongoDB Atlas customers, we are takinghave taken steps to cause our processes to be compliant with applicable portions of the GDPR, but because of the ambiguities in the GDPR and the evolving interpretation of the GDPR by data protection authorities, we cannot assure you that such steps willare complete or effective. Countries outside Europe, including without limitation Brazil, which recently
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enacted the General Data Protection Law (Lei Geral Proteção de Dados Pessoais, or LGPD) (Law No. 13,709/2018), are implementing significant limitations on the processing of personal data, similar to those in the GDPR. On June 5, 2020, Japan passed amendments to its Act on the Protection of Personal data, or APPI. Both laws broadly regulate the processing of personal data in a manner comparable to the GDPR, and violators of the LGPD and APPI face substantial penalties.

Some of the foreign data protection laws, including, without limitation, the GDPR, may restrict the cross-border transfer of personal data, such as transfers of data to the United States from the E.E.A and Switzerland. These laws may require data exporters and data importers - as a condition of cross-border data transfers - to implement specific safeguards to protect the transferred personal data. Existing mechanisms that facilitate cross-border personal data transfers may change or be effective.invalidated. For example, absent appropriate safeguards or other circumstances, the GDPR generally restricts the transfer of personal data to countries outside of the E.E.A. that the European Commission does not consider to provide an adequate level of data privacy and security, such as the United States. The GDPR willEuropean Commission released a set of “Standard Contractual Clauses” (“SCCs”) that are designed to be enforced beginninga valid mechanism to facilitate personal data transfers out of the EEA to these jurisdictions. Currently, these SCCs are a valid mechanism to transfer personal data outside of the EEA. Additionally, the SCCs impose additional compliance burdens, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data. In addition, the U.K. similarly restricts personal data transfers outside of the U.K. jurisdiction to countries such as the United States that do not provide an adequate level of personal data protection, and certain countries outside Europe (e.g. Russia, China, Brazil) have also passed or are considering laws requiring local data residency or otherwise impeding the transfer of personal data across borders, any of which could increase the cost and complexity of doing business. If we cannot implement a valid compliance mechanism for cross-border data transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal data from Europe or other foreign jurisdictions. The inability to import personal data to the United States could significantly and negatively impact our business operations; limit our ability to collaborate with parties that are subject to such cross-border data transfer or localization laws; or require us to increase our personal data processing capabilities and infrastructure in May 2018.foreign jurisdictions at significant expense.
In addition to government regulation, privacy advocatesthe GDPR, other European legislative proposals and industry groups may propose newpresent laws and different self‑regulatory standards that mayregulations apply to us. cookies and similar tracking technologies, electronic communications, and marketing. In the E.E.A. and the U.K., regulators are increasingly focusing on compliance with requirements related to the online behavioral advertising ecosystem. It is anticipated that the ePrivacy Regulation and national implementing laws will replace the current national laws implementing the ePrivacy Directive. Compliance with these laws may require us to make significant operational changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to liabilities.
In addition, because data privacy and security are critical competitive factors in our industry, we publish privacy policies and other documentation regarding our collection, processing, use and disclosure of personal data and/or other confidential information. Although we endeavor to comply with our published policies, certifications and documentation, we may at times fail to do so, may be perceived to have failed to do so, or be alleged to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees or vendors fail to comply with our published policies, certifications and documentation. The publication of our privacy policies and other documentation that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. Should any of these statements prove to be untrue or be perceived as untrue, even if because of circumstances beyond our reasonable control, we may face litigation, disputes, claims, investigations, inquiries or other proceedings by the U.S. Federal Trade Commission, federal, state and foreign regulators, our customers and private litigants, which could adversely affect our business, reputation, results of operations and financial condition.
Because the interpretation and application of data privacy and data protectionsecurity laws, regulations, rules and other standards are still uncertain and likely to remain uncertain for the foreseeable future, it is possible that these laws, rules, regulations and other actual or alleged legal obligations, such as contractual or self‑regulatoryself-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our data management practices or the features of our software. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which we may be unable to do in a commercially reasonable manner or at all and which could have an

adverse effect on our business. Any inability to adequately address data privacy and security concerns, even if unfounded, or the failure, or perceived failure, to comply with applicable privacy or data protectionand privacy laws, regulations and other actual or alleged obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.
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Furthermore, the costs of compliance with and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our software. Privacy concerns, whether valid or not valid, may inhibit market adoption of our software particularly in certain industries and foreign countries.
The estimates of market opportunity and forecasts of market growth included in this prospectusForm 10-Q may prove to be inaccurate and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
Market opportunity estimates and growth forecasts included in this prospectusForm 10-Q are subject to significant uncertainty and are based on third-party assumptions and estimates that may not prove to be accurate. The market in which we compete may not meet the size estimates and may not achieve the growth forecast referenced in this Form 10-Q. Even if the market in which we compete meets the size estimates and the growth forecastedforecast referenced in this prospectus,Form 10-Q, our business could fail to grow at similar rates, if at all, for a variety of reasons, which would adversely affect our results of operations. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled “Industry and Market Data.”
We could incur substantial costs in protecting or defending our intellectual property rights and any failure to protect our intellectual property rights could reduce the value of our software and brand.
Our success and ability to compete depend in part upon our intellectual property rights. As of OctoberJanuary 31, 2017,2022, we had eleven52 issued patents and 4136 pending patent applications in the United States, which may not result in issued patents. Even if a patent issues, we cannot assure you that such patent will be adequate to protect our business. We primarily rely on copyright, trademark laws, trade secret protection and confidentiality or other contractual arrangements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may not be adequate. In order to protect our intellectual property rights, we may be required to spend significant resources to establish, monitor and enforce such rights. Litigation brought to enforce our intellectual property rights could be costly, time‑consumingtime-consuming and distracting to management and could be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, which may result in the impairment or loss of portions of our intellectual property. The local laws of some foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States and effective intellectual property protection and mechanisms may not be available in those jurisdictions. We may need to expend additional resources to defend our intellectual property in these countries and our inability to do so could impair our business or adversely affect our international expansion. Even if we are able to secure our intellectual property rights, there can be no assurances that such rights will provide us with competitive advantages or distinguish our products and services from those of our competitors or that our competitors will not independently develop similar technology.
In addition, we regularly contribute source code under open source licenses and have made some of our own software available under open source or source available licenses and we include third‑partythird-party open source software in our products. Because the source code for any software we contribute to open source projects or distribute under open source or source available licenses is publicly available, our ability to protect our intellectual property rights with respect to such source code may be limited or lost entirely. In addition, from time to time, we may face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we have developed using third‑partythird-party open source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open‑sourceopen-source license.
Unfavorable conditionsWe have been and may in our industry or the global economy or reductions in information technology spendingfuture be, subject to intellectual property rights claims by third parties, which may be costly to defend, could require us to pay significant damages and could limit our ability to growuse certain technologies.
Companies in the software and technology industries, including some of our businesscurrent and negatively affect our resultspotential competitors, own large numbers of operations.
Our results of operations may varypatents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We have in the impact of changespast and may in our industrythe future be subject to claims that we have misappropriated, misused or infringed the global economy on us or our customers. The revenue growth and potential profitabilityintellectual property rights of our business depend on demand for databasecompetitors, non-practicing entities or other third parties. This risk is exacerbated by the fact that our software and services generally and for our subscription offering and related services in particular. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy bothincorporates third-party open source software. For example, Realtime Data (“Realtime”) filed a lawsuit against us in the United States District Court for the District of Delaware in March 2019 alleging that we are infringing three U.S. patents that it holds: the 908 Patent, the 751 Patent and abroad,the 825 Patent. See the section titled “Part II, Item 1. Legal Proceedings.”
Any intellectual property claims, with or without merit, could be very time-consuming and expensive and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including conditions resulting from changestreble damages if we are found to have willfully infringed patents or copyrights. These claims could also
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result in gross domestic product growth, financialour having to stop using technology found to be in violation of a third party’s rights, some of which we have invested considerable effort and credit market fluctuations, political turmoil, natural catastrophes, warfaretime to bring to market. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and terrorist attacksexpense. If we cannot license or develop technology for any aspect of our business that may ultimately be determined to infringe on the United States, Europe, the Asia Pacific regionintellectual property rights of another party, we could be forced to limit or elsewhere, could cause a decrease in business investments, including spending on information technology, and negatively affect the growthstop sales of our business. To the extent our database software is perceived by customers and potential customers as costly, or too difficult to deploy or migratesubscriptions to our revenuesoftware and may be disproportionately affected by delays or reductions in general information technology spending. Also, competitors, manyunable to compete effectively. Any of

whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings and related services. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, these results would adversely affect our business, results of operations and financial condition could be adversely affected.condition.
If we are unable to maintain successful relationships with our partners, our business, results of operations and financial condition could be harmed.
In addition to our direct sales force and our website, we use strategic partners, such as global system integrators, value‑addedvalue-added resellers and independent software vendors to sell our subscription offerings and related services. Our agreements with our partners are generally nonexclusive, meaning our partners may offer their customers products and services of several different companies, including products and services that compete with ours, or may themselves be or become competitors. If our partners do not effectively market and sell our subscription offerings and related services, choose to use greater efforts to market and sell their own products and services or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our subscription offerings and related services may be harmed. Our partners may cease marketing our subscription offerings or related services with limited or no notice and with little or no penalty. The loss of a substantial number of our partners, our possible inability to replace them, or the failure to recruit additional partners could harm our growth objectives and results of operations.
We rely upon third‑partythird-party cloud providers to host our cloud offering; any disruption of or interference with our use of third‑partythird-party cloud providers would adversely affect our business, results of operations and financial condition.
We outsource substantially all of the infrastructure relating to MongoDB Atlas across AWS, Microsoft Azure and GCP to host our cloud offering. If the hosting of MongoDB Atlas gets disrupted for any reason, our business would be negatively impacted. Customers of MongoDB Atlas need to be able to access our platform at any time, without interruption or degradation of performance and we provide them with service level commitments with respect to uptime. Third‑partyThird-party cloud providers run their own platforms that we access and we are, therefore, vulnerable to their service interruptions. We may experience interruptions, delays and outages in service and availability from time to time as a result of problems with our third‑partythird-party cloud providers’ infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud offering customers, which may impact our business, results of operations and financial condition. In addition, if our security, or that of any of these third‑partythird-party cloud providers, is compromised, our software is unavailable or our customers are unable to use our software within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It is possible that our customers and potential customers would hold us accountable for any breach of security affecting a third‑partythird-party cloud provider’s infrastructure and we may incur significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not be able to recover a material portion of our liabilities to our customers and third parties from a third‑partythird-party cloud provider. It may also become increasingly difficult to maintain and improve our performance, especially during peak usage times, as our software becomes more complex and the usage of our software increases. Any of the above circumstances or events may harm our business, results of operations and financial condition.
Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business, results of operations and financial condition.
Our continued growth depends in part on the ability of our existing customers and new customers to access our software at any time and within an acceptable amount of time. We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes or failures, human or software errors, malicious acts, terrorism or capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In some instances, we may not be able to identify and/or remedy the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance as our software offerings and customer implementations become more complex. If our software is unavailable or if our customers are unable to access features of our software within a reasonable amount of
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time or at all, or if other performance problems occur, our business, results of operations and financial conditions may be adversely affected.

Incorrect or improper implementation or use of our software could result in customer dissatisfaction and harm our business, results of operations, financial condition and growth prospects.
Our database software and related services are designed to be deployed in a wide variety of technology environments, including in large‑scale,large-scale, complex technology environments and we believe our future success will depend at least, in part, on our ability to support such deployments. Implementations of our software may be technically complicated and it may not be easy to maximize the value of our software without proper implementation and training. For example, since January 2017, industry publications have reported ransomware attacks on over 50,000 MongoDB instances. Almost all of these instances were launched by users with our Community Server offering rather than users of MongoDB Enterprise Advanced. We believe these attacks were successful due to the users’ failure by users of our Community Server offering to properly turn on the recommended security settings when running MongoDB.these instances. If our customers are unable to implement our software successfully, or in a timely manner, customer perceptions of our company and our software may be impaired, our reputation and brand may suffer and customers may choose not to renew their subscriptions or increase their purchases of our related services.
Our customers and partners need regular training in the proper use of and the variety of benefits that can be derived from our software to maximize its potential. We often work with our customers to achieve successful implementations, particularly for large, complex deployments. Our failure to train customers on how to efficiently and effectively deploy and use our software, or our failure to provide effective support or professional services to our customers, whether actual or perceived, may result in negative publicity or legal actions against us. Also, as we continue to expand our customer base, any actual or perceived failure by us to properly provide these services will likely result in lost opportunities for follow‑onfollow-on sales of our related services.
If we fail to meet our service level commitments, our business, results of operations and financial condition could be adversely affected.
Our agreements with customers typically provide for service level commitments. Our MongoDB Professional and MongoDB Enterprise Advanced customers typically get service level commitments with certain guaranteed response times and comprehensive 24x365 coverage. Our MongoDB Atlas customers typically get monthly uptime service level commitments, where we are required to provide a service credit for any extended periods of downtime. The complexity and quality of our customer’s implementation and the performance and availability of cloud services and cloud infrastructure are outside our control and, therefore, we are not in full control of whether we can meet these service level commitments. Our business, results of operations and financial condition could be adversely affected if we fail to meet our service level commitments for any reason. Any extended service outages could adversely affect our business, reputation and brand.
We rely on the performance of highly skilled personnel, including senior management and our engineering, professional services, sales and technology professionals; if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
We believe our success has depended, and continues to depend, on the efforts and talents of our senior management team, particularly our Chief Executive Officer, and Chief Technology Officer, and our highly skilled team members, including our sales personnel, client servicescustomer-facing technical personnel and software engineers.
We do not maintain key man insurance on any of our executive officers or key employees. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. OurThe majority of our senior management and key employees are employed on an at‑willat-will basis, which means that they could terminate their employment with us at any time. The loss of any of our senior management or key employees could adversely affect our ability to build on the efforts they have undertaken and to execute our business plan and weto execute against our market opportunity. We may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. Further, if members of our management and other key personnel in critical functions across our organization are unable to perform their duties or have limited availability due to COVID-19, we may not be able to execute on our business strategy and/or our operations may be negatively impacted.
Our ability to successfully pursue our growth strategy and compete effectively also depends on our ability to attract, motivate and retain our personnel. Competition for well‑qualifiedwell-qualified employees in all aspects of our business, including sales personnel, client servicescustomer-facing technical personnel and software engineers, is intense.intense, and it may be even more challenging to retain qualified personnel as many companies have moved to offer a remote or hybrid work environment, and considering the
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current period of heightened employee attrition in the United States and other countries. Our recruiting efforts focus on elite organizations and our primary recruiting competition are well‑known, high‑payingwell-known, high-paying technology companies. Our continued abilityIn response to compete effectively depends oncompetition, rising inflation rates and labor shortages, we may need to adjust employee compensation, which could affect our abilityoperating costs and margins, as well as potentially cause dilution to attractexisting stockholders. We may also lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and to retain and motivate existing employees.training them. If we do not succeed in attracting well‑qualifiedwell-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

If we are not able to maintain and enhance our brand, especially among developers, our business and operating results of operations may be adversely affected.
We believe that developing and maintaining widespread awareness of our brand, especially with developers, in a cost‑effectivecost-effective manner is critical to achieving widespread acceptance of our software and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenue and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. For instance, our continued focus and investment in MongoDB World, MongoDB University and similar investments in our brand and customer engagement and education may not generate a sufficient financial return. If we fail to successfully promote and maintain our brand, or continue to incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand‑buildingbrand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform.
Our corporate culture has contributed to our success and if we cannot continue to maintain and develop this culture as we grow and evolve, we may be unable to execute effectively and could lose the innovation, creativity and entrepreneurial spirit we have worked hard to foster, which could harm our business.
We believe that our culture has been and will continue to be a key contributor to our success. From January 31, 20152017 to OctoberJanuary 31, 2017,2022, we increased the size of our workforce by 5472,831 employees and we expect to continue to hire aggressively as we expand, especially research and development and sales and marketing personnel. Such substantial headcount growth may result in a change to our corporate culture.
Our leadership team also plays a key role in our corporate culture. We may recruit and hire other senior executives in the future. Such management changes subject us to a number of risks, such as risks pertaining to coordination of responsibilities and tasks, creation of new management systems and processes, differences in management style, any of which could adversely impact our corporate culture. In addition, we may need to adapt our corporate culture and work environments to changing circumstances, such as during times of a natural disaster or pandemic, including the ongoing COVID-19 pandemic.
If we do not continue to maintain and develop our corporate culture, as we grow, we may be unable to execute effectively and foster the innovation, creativity and entrepreneurial spirit we believe we need to support our growth. Our substantial anticipated headcount growth, and our transition from a private company to a public company may result in a change to our corporate culture, which could harm our business.
We depend and rely upon software‑as‑a‑service (“SaaS”),SaaS technologies from third parties to operate our business and interruptions or performance problems with these technologies may adversely affect our business and results of operations.
We rely on hosted SaaS applications from third parties in order to operate critical functions of our business, including enterprise resource planning, order management, contract management billing, project management and accounting and other operational activities. If these services become unavailable due to extended outages, interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our platform and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.
We may be subject to intellectual property rights claims by third parties, which may be costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We have in the past and may in the future be subject to claims that we have misappropriated, misused or infringed the intellectual property rights of our competitors, non‑practicing entities or other third parties. This risk is exacerbated by the fact that our software incorporates third‑party open source software.
Any intellectual property claims, with or without merit, could be very time‑consuming and expensive and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third party’s rights, some of which we have invested considerable effort and time to bring to market. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non‑infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any aspect of our business that may ultimately be determined to infringe on the intellectual property rights of another party, we could be forced to limit or stop sales of subscriptions to our software and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations and financial condition.
Indemnity provisions in various agreements potentially expose us to substantial liability for data breaches, intellectual property infringement and other losses.
Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused

by us to property or persons, data breaches, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects
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on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.
We recognize a majority of our revenue over the term of our customer contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.
We recognize subscription revenue from subscription customers ratably over the terms of their contracts. The majority of our subscription contracts were one year in duration in fiscal year 2017. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter may have a small impact on the revenue that we recognize for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the subscription agreement. As a result, growth in the number of customers could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscription agreements. Finally, our subscription‑based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers and significant increases in the size of subscriptions with existing customers must be recognized over the applicable subscription term.
Because our long‑termlong-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.
A component of our growth strategy involves the further expansion of our operations and customer base internationally. In the fiscal years ended January 31, 20162022, 2021 and 2017 and the nine months ended October 31, 2017,2020, total revenue generated from customers outside the United States was 31%46%, 35%44% and 35%41%, respectively, of our total revenue. We currently have international offices outside of North America throughoutin Europe, the Middle East and Africa (“EMEA”), the Asia-Pacific region and the Asia‑Pacific region,South America, focusing primarily on selling our products and services in those regions. In addition, we expanded our reach in China in February 2021 when we announced a global partnership with Tencent Cloud that allows customers to easily adopt and use MongoDB-as-a-Service across Tencent’s global cloud infrastructure. In the future, we may continue to expand toour presence in these regions or expand into other international locations. Our current international operations and future initiatives involve a variety of risks, including:including risks associated with:
•changes in a specific country’s or region’s political or economic conditions;
•the need to adapt and localize our products for specific countries;
•greater difficulty collecting accounts receivable and longer payment cycles;
•unexpected changes in laws, regulatory requirements, taxes or trade laws;
•shelter-in-place, occupancy limitations or similar orders, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the ongoing COVID-19 pandemic;
•more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information,data, particularly in EMEA;
•differing labor regulations, especially in EMEA, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
•challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
•difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
•increased costs associated with international operations, including travel, real estate, infrastructure and legal compliance costs associated with international operations;costs;
•currency exchange rate fluctuations and the resulting effect on our revenue and expenses and the cost and risk of entering into hedging transactions if we chose to do so in the future;
•the effect of other economic factors, including inflation, pricing and currency devaluation;
•limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

•laws and business practices favoring local competitors or general preferences for local vendors;
•operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations, including relating to contract and intellectual property rights;
•limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
•political instability, social unrest, terrorist activities, acts of civil or terrorist activities;international hostility, such as the current military conflict and escalating tensions between Russia and Ukraine, natural disasters or regional or global outbreaks of contagious diseases, such as the ongoing COVID-19 pandemic;
•exposure to liabilities under anti‑corruptionanti-corruption and anti‑moneyanti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and similar laws and regulations in other jurisdictions; and
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•adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and operating results of operations will suffer.
Changes in government trade policies, including the imposition of tariffs and other trade barriers, could limit our ability to sell our products to certain customers and certain markets, which could adversely affect our business, financial condition and results of operations.
The United States or foreign governments may take administrative, legislative or regulatory action that could materially interfere with our ability to sell our offerings in certain countries. For instance, there is currently significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, tariffs and taxes. If tariffs or other trade barriers are placed on offerings such as ours, this could have a direct or indirect adverse effect on our business. Even in the absence of tariffs or other trade barriers, the related uncertainty and the market's fears relating to international trade might result in lower demand for our offerings, which could adversely affect our business, financial condition and results of operations.
If currency exchange rates fluctuate substantially in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.
As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Often, contracts executed by our foreign operations are denominated in the currency of that country or region and a portion of our revenue is therefore subject to foreign currency risks. However, a strengthening of the U.S. dollar could increase the real cost of our subscription offerings and related services to our customers outside of the United States, adversely affecting our business, results of operations and financial condition. We incur expenses for employee compensation and other operating expenses at our non‑U.S.non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. To date, we have not engaged in any hedging strategies and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement in the future to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.
Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our software and could have a negative impact on our business.
The future success of our business and particularly our cloud offerings, such as MongoDB Atlas, depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our software in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet‑relatedinternet-related commerce or communications generally, resulting in reductions in the demand for internet‑basedinternet-based solutions such as ours.
In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by “ransomware,” “viruses,” “worms,” “malware,” “phishing attacks,” “data breaches” and similar malicious programs, behavior and events and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our subscription offerings and related services could suffer.
Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions and we could be obligated to pay additional taxes, which would harm our results of operations.
Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions
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could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. The authorities in these jurisdictions could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing and could impose additional tax, interest and penalties. In addition, the authorities could claim that various withholding requirements apply to us or our

subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement was to occur and our position was not sustained, we could be required to pay additional taxes and interest and penalties. Such authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.
We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.
Our success will depend, in part, on our ability to grow our business in response to changing technologies, customer demands and competitive pressures. In some circumstances, we may choose to do so through the acquisition of businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time‑consumingtime-consuming and costly and we may not be able to successfully complete identified acquisitions.
The risks we face in connection with any acquisitions include:
•an acquisition may negatively affect our results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
•we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
•we may not be able to realize anticipated synergies;
•an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
•an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;company and we may experience increased customer churn with respect to the company acquired;
•we may encounter challenges integrating the employees of the acquired company into our company culture;
•for international transactions, we may encounter difficulties in, orface additional challenges related to the integration of operations across different cultures and languages and the economic, political and regulatory risks associated with specific countries;
•we may be unable to successfully sell any acquired products;products or increase adoption or usage of acquired products, or increase spend by acquired customers;
•our use of cash to pay for acquisitions would limit other potential uses for our cash;
•if we incur debt to fund any acquisitions, such debt may subject us to material restrictions on our ability to conduct our business, including financial maintenance covenants; and
•if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
The occurrence of any of these risks could have an adverse effect on our business, results of operations and financial condition.
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We are an “emerging growthsubject to risks associated with our non-marketable securities, including partial or complete loss of invested capital. Significant changes in the fair value of our private investment portfolio could negatively impact our financial results.
We have non-marketable equity securities in privately-held companies. The financial success of our investments in any privately-held company” and our election to comply with the reduced disclosure requirements is typically dependent on a liquidity event, such as a public companyoffering, acquisition or other favorable market event reflecting appreciation to the cost of our initial investment. In addition, valuations of privately-held companies are inherently complex due to the lack of readily available market data.
We record all fair value adjustments of our non-marketable securities through the consolidated statements of operations. As a result, we may makeexperience additional volatility to our Class A common stock less attractivestatements of operations due to investors.
For so long as we remain an “emerging growth company,” as definedthe valuation and timing of observable price changes or impairments of our non-marketable securities. Our ability to mitigate this volatility in any given period may be impacted by our contractual obligations to hold securities for a set period of time. All of our investments, especially our non-marketable securities, are subject to a risk of a partial or total loss of investment capital. Changes in the JOBS Act, we may take advantagefair value or partial or total loss of certain exemptions from various requirements that are applicableinvestment capital of these individual companies could be material to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act of 2002 (the “Sarbanes‑Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements and exemptions from the requirements of holding a non‑binding advisory vote on executive compensationnegatively impact our business and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth

company” until the earlier to occur of (1) the last day of the fiscal year (a) following October 23, 2022, (b) in which our annual gross revenue is $1.07 billion or more, or (c) in which we are deemed to be a “large accelerated filer” as defined in the Exchange Act, and (2) the date on which we have, during the previous rolling three‑year period, issued more than $1 billion in non‑convertible debt securities. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We have chosen to take advantage of such extended transition period, and as a result, we will not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non‑emerging growth companies.
We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile and may decline.financial results.
Failure to comply with anti‑bribery, anti‑corruption,anti-bribery, anti-corruption and anti‑moneyanti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act, the U.K. Bribery Act (the “Bribery Act”), and other anti‑corruption, anti‑briberyanti-corruption, anti-bribery and anti‑moneyanti-money laundering laws in various jurisdictions around the world. The FCPA, Bribery Act and similar applicable laws generally prohibit companies, their officers, directors, employees and third‑partythird-party intermediaries, business partners and agents from making improper payments or providing other improper things of value to government officials or other persons. We and our third‑partythird-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state‑ownedstate-owned or affiliated entities and other third parties where we may be held liable for the corrupt or other illegal activities of these third‑partythird-party business partners and intermediaries, our employees, representatives, contractors, resellers and agents, even if we do not explicitly authorize such activities. While we have policies and procedures and internal controls to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. To the extent that we learn that any of our employees, third‑partythird-party intermediaries, agents, or business partners do not adhere to our policies, procedures, or internal controls, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our directors, officers, employees, third‑partythird-party intermediaries, agents, or business partners have or may have violated such laws, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources and attention from senior management. Any violation of the FCPA, Bribery Act, or other applicable anti‑bribery, anti‑corruptionanti-bribery, anti-corruption laws and anti‑moneyanti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, fines and penalties or suspension or debarment from U.S. government contracts, all of which may have a material adverse effect on our reputation, business, operating results and prospects and financial condition.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States (“GAAP”), are subject to interpretation by the Financial Accounting Standards Board (“FASB”),FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.
In particular, New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in May 2014, the FASB issued FASB ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606), which supersedesfuture. Changes to existing rules or the revenue recognition requirements in ASC 605, Revenue Recognition. The core principlequestioning of ASU 2014‑09 is that an entity should recognize revenue to depictcurrent practices may adversely affect our reported financial results or the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an “emerging growth company” the JOBS Act allowsway we conduct our business. For example, SEC proposals on climate-related disclosures may require us to delay adoption ofupdate our accounting or operational policies, processes, or systems to reflect new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act with respect to ASU 2014‑09. We expect ASU 2014‑09 to apply to us in fiscal year 2020.amended financial reporting standards. Such changes may adversely affect our business, financial condition and operating results.
However, we are evaluating ASU 2014‑09 and have not determined the impact it may have on our financial reporting. If, for example, we were required to recognize revenue differently with respect to our subscriptions, the differential revenue recognition may cause variability in our reported operating results due to periodic or long term changes in the mix among our subscription offerings.


If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. We base our
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estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in Note 2, toSummary of Significant Accounting Policies, in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our unaudited condensed consolidated financial statementsConsolidated Financial Statements and Unaudited Condensed Consolidated Financial Statements include those related to revenue recognition, allowances for doubtful accounts, the incremental borrowing rate related to our lease liabilities, stock-based compensation, fair value of stock‑based awards,the liability component of the convertible debt, fair value of common stock and redeemable convertible preferred stock warrants prior to the initial public offering, legal contingencies, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment and accounting for income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes‑OxleySarbanes-Oxley Act and the rules and regulations of the applicable listing standards of the NASDAQ Global Market (the “NASDAQ”).Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time‑consumingtime-consuming and costly and place significant strain on our personnel, systems and resources.
The Sarbanes‑OxleySarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend, significant resources, including accounting‑relatedaccounting-related costs and significant management oversight.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NASDAQ. Nasdaq.
We are not currently required, pursuant to comply with the SEC rules that implement Section 404 of the Sarbanes‑OxleySarbanes-Oxley Act, and are therefore not required to makefurnish a formal assessment ofreport by management on, among other things, the effectiveness of our internal control over financial reporting for that purpose. As a public company,on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, we will beare required to providehave our independent registered public accounting firm issue an annual management reportopinion on the effectiveness of our internal control over financial reporting commencing withon an annual basis. During the evaluation and testing process, if we identify one or more material weaknesses in our second annual report on Form 10‑K.
Ourinternal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is not requiredunable to formally attest toexpress an opinion on the effectiveness of our internal control over financial reporting, until after we are no longer an “emerging growth company” as definedcould lose investor confidence in the JOBS Act. At such time,accuracy and completeness of our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level atfinancial reports, which our internal control over financial reporting is documented, designed or operating. Any failure to

maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A common stock.stock and we may be subject to investigation or sanctions by the SEC.
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We may require additional capital to support our operations or the growth of our business and we cannot be certain that this capital will be available on reasonable terms when required, or at all.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or otherwise enhance our database software, improve our operating infrastructure or acquire businesses and technologies. Accordingly, we may need to secure additional capital through equity or debt financings. If we raise additional capital, our existing stockholders could suffer significant dilution and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock and Class B common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms that are favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms that are satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be harmed.
We are a multinational organization faced with a distributed workforce facing increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.
As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly new and complex tax laws, the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition,Additionally, both the COVID-19 pandemic and new flexible work policies have increased and are likely to continue to increase the complexity of our payroll tax practices and may lead to challenges with our payments to tax authorities. Furthermore, authorities in thesethe many jurisdictions in which we operate or have employees could review our tax returns and impose additional tax, interest and penalties and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of certain tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.

The enactment of legislation implementing changes in U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.
Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to the expansion of our international business activities, any changes in the U.S. taxation of such activities may impact our evidence supporting a full valuation allowance or increase our worldwide effective tax rate and adversely affect our financial position and results of operations.
Potential tax reform globally and in the United States may result in significant changes to United StatesU.S. federal income taxation law, including changes to the U.S. federal income taxation of corporations (including the Company)ours) and/or changes to the U.S. federal income taxation of stockholders in U.S. corporations, including investors in our Class A common stock. For example, the U.S. Tax Cuts and Jobs Act of 2017 (the “Act”) was enacted on December 22, 2017 and significantly revised the U.S. corporate income tax law. We continue to monitor the progression of new global and U.S. legislation impact on our effective tax rate. We are currently unable to predict whether suchany future changes will occur and, if so, the impact of such changes, including on the U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class A common stock, as discussed below in “Material U.S. Federal Income Tax Considerations for Non‑U.S. Holders.”stock.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
As of January 31, 2017,2022, we had net operating loss (“NOL”) carryforwards for Federal,U.S. federal and state, Irish and IrishU.K. income tax purposes of approximately $175.6 million, $138.6 million, and $119.3 million, respectively, which may be available to offset taxable income in the future, and which expire in various years beginning in the year ending January 31, 2028 for federal purposes and the year ending January 31, 2021 for state purposes if not utilized. Ireland allows NOLs to be carried forward indefinitely.purposes. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. In general, under Section 382 of the Internal Revenue Code, of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined under Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre‑changepre-change NOLs to offset future taxable income. We may experience a future ownership change under Section 382 of the Code that could affect our ability to utilize the NOLs to offset our income. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs

could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes.
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For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheets,sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results of operations and financial condition.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.results of operations.
We do not collect sales and use, value added or similar taxes in all jurisdictions in which we have sales and we have been advisedbelieve that such taxes are not applicable to our products and services in certain jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end‑customersend-customers for the past amounts and we may be required to collect such taxes in the future. If we are unsuccessful in collecting such taxes from our end‑customers,end-customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results.results of operations.
We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
Our offerings are subject to United StatesU.S. export controls and we incorporate encryption technology into certain of our offerings. These encryption offerings and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license.
Furthermore, our activities are subject to the U.S. economic sanctions laws and regulations by the U.S. and other jurisdictions that prohibit the shipment of certain products and services without the required export authorizations or export to countries, governments and persons targeted by U.S.the sanctions. While we take precautions to prevent our offerings from being exported in violation of these laws, including obtaining authorizations for our encryption offerings, implementing IP address blocking and screenings against U.S. Government and international lists of restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions laws.
We also note that if our channel partners fail to obtain appropriate import, export or re‑exportre-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences including government investigations and penalties. We presently incorporate export control compliance requirements in our channel partner agreements. Complying with export control and sanctions regulations for a particular sale may be time‑consumingtime-consuming and may result in the delay or loss of sales opportunities.
Violations ofIf we fail to comply with U.S. and other sanctions orand export control laws can result in finesand regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including civil penaltiesthe possible loss of up to $289,238export or twice the value of the transaction, whichever is greater, per violation. In the event of criminal knowingimport privileges, fines, which may be imposed on us and willful violations of these laws, fines of up to $1.0 million per violation and possible incarceration for responsible employees or managers and, managers could be imposed.in extreme cases, the incarceration of responsible employees or managers.
Also, various countries, in addition to the United States, regulate the import, export and exportsale of certain encryption and other technology, including import and export permitting and licensing requirements and have enacted laws that could limit our ability to distribute our offerings or could limit our customers’ ability to implement our offerings in those countries. Changes in our offerings or future changes in export and import regulations may create delays in the introduction of our offerings in international markets, prevent our customers with international operations from deploying our offerings globally or, in some cases, prevent the export or import of our offerings to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our offerings by, or in our decreased ability to export or sell our offerings to, existing or potential customers with international operations. Any decreased use of our offerings or limitation on our ability to export or sell our offerings would likely adversely affect our business operations and financial results.
Our business is subject to the risks of earthquakes, fire, floods, pandemics and public health emergencies and other natural catastrophic events and to interruption by man‑mademan-made problems such as power disruptions, computer viruses, data security breaches or terrorism.
Our corporate headquarters is located in New York City, andAs of July 31, 2022, we have an officecustomers in Palo Alto, Californiaover 100 countries and employees in 32 other locations.over 25 countries. A significant natural disaster or man‑mademan-made problem, such as an earthquake, fire, flood, or an act of terrorism, the regional or global outbreak

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of a contagious disease, such as the ongoing COVID-19 pandemic, or other catastrophic event occurring in any of these locations, or where a business partner is located, could adversely affect our business, results of operations and financial condition. Further, if a natural disaster or man‑mademan-made problem were to affect datacentersdata centers used by our cloud infrastructure service providers this could adversely affect the ability of our customers to use our products. In addition, natural disasters, regional or global outbreaks of contagious diseases and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole. Moreover, these types of events could negatively impact consumer and business spending in the impacted regions or depending upon the severity, globally, which could adversely impact our operating results. For example, the extent to which the ongoing COVID-19 pandemic may continue to impact our business is uncertain; however, we continue to monitor its effect. In the event of a major disruption caused by a natural disaster or man‑mademan-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.
In addition, as computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent, we face increased risk from these activities to maintain the performance, reliability, security and availability of our subscription offerings and related services and technical infrastructure to the satisfaction of our customers, which may harm our reputation and our ability to retain existing customers and attract new customers.
We are subject to risks related to our environmental, social, and governance activities and disclosures.

We are in the process of developing our sustainability initiatives. The implementation of such initiatives may require considerable investment and if these initiatives are not perceived to be adequate, or if the positions we take (or choose not to take) on social and ethical issues are unpopular with some of our employees, partners, or with our customers or potential customers, our reputation could be harmed, which could negatively impact our ability to attract or retain employees, partners or customers.

Additionally, there can be no assurance that our reporting frameworks and principles will be in compliance with any new environmental and social laws and regulations that may be promulgated in the United States and elsewhere, and the costs of changing any of our current practices to comply with any new legal and regulatory requirements in the United States and elsewhere may be substantial. Furthermore, industry and market practices may further develop to become even more robust than what is required under any new laws and regulations, and we may have to expend significant efforts and resources to keep up with market trends and stay competitive among our peers.

Risks Related to Ownership of Our Class A Common Stock
The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our IPO, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. As a result, as of October 31, 2017, holders of our Class B common stock represented approximately 98% of the voting power of our outstanding capital stock and our directors, executive officers, and each of their affiliated entities, represented approximately 52% of the voting power of our outstanding capital stock. This concentrated control will limit the ability of holders of our Class A common stock to influence corporate matters for the foreseeable future. For example, holders of our Class B common stock will be able to control all matters submitted to our stockholders for approval even when the shares of Class B common stock represent a small minority of all outstanding shares of our Class A common stock and Class B common stock, including amendments of our amended and restated certificate of incorporation or amended and restated bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans and approval of any merger or sale of assets for the foreseeable future. Holders of our Class B common stock may also have interests that differ from the interests of holders of our Class A common stock and may vote in a way with which holders of our Class A common stock may disagree and which may be adverse to such holders’ interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.
Future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes. The conversion of shares of our Class B common stock into shares of our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. For example, as of October 31, 2017, Kevin P. Ryan, Eliot Horowitz and Dwight Merriman represented approximately 20% of the voting power of our outstanding capital stock, and if they retain a significant portion of their holdings of our Class B common stock for an extended period of time, they could control a significant portion of the voting power of our capital stock for the foreseeable future. As board members, Messrs. Ryan and Horowitz each owe a fiduciary duty to our stockholders and must act in good faith and in a manner they each reasonably believe to be in the best interests of our stockholders. As stockholders, Messrs. Ryan, Horowitz and Merriman are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally.
We cannot predict the impact our dual class structure may have on our stock price or our business.
We cannot predict whether our dual class structure, combined with the concentrated control of our stockholders who held our capital stock prior to the completion of our IPO, including our executive officers, employees and directors and their affiliates, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple‑class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of its indexes to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multiple‑class share structures to certain of its indexes. Because of our dual class structure, we will likely be excluded from these indexes and we cannot assure you that

other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
An active trading market for our Class A common stock may not develop or be sustained.
Prior to the closing of our IPO in October 2017, no public trading market for our Class A common stock existed. We cannot assure you that an active trading market for our Class A common stock will continue to develop or that it will be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock.
The trading price of our Class A common stock has been and is likely to continue to be volatile, which could cause the value of our Class A common stock to decline.
Technology stocks have historically experienced high levels of volatility. The trading price of our Class A common has been and is likely to continue to be volatile. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:
•actual or anticipated changes or fluctuations in our results of operations;
•whether our results of operations meet the expectations of securities analysts or investors;
•announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;
•changes in how customers perceive the benefits of our product and future product offerings and releases;
•departures of key personnel;
•price and volume fluctuations in the overall stock market from time to time;
•fluctuations in the trading volume of our shares or the size of our public float;
•sales of large blocks of our Class A common stock;
actual or anticipated changes or fluctuations in our results of operations;
whether our results of operations meet the expectations of securities analysts or investors;
•changes in actual or future expectations of investors or securities analysts;
•significant data breach involving our software;
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•litigation involving us, our industry, or both;
•regulatory developments in the United States, foreign countries or both;
•general economic conditions and trends;
•major catastrophic events in our domestic and foreign markets; and
•“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect on our business, results of operations and financial condition.

If securities analysts or industry analysts were to downgrade our stock, publish negative research or reports orWe may fail to publish reportsmeet our publicly announced guidance or other expectations about our business our competitive position could suffer, and our stock price and trading volume could decline.
The trading market for our Class A common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our stock or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.
Sales of substantial amounts of our Class A common stock in the public markets, or the perception that such sales could occur, could reduce the price that our Class A common stock might otherwise attain.
Sales of a substantial number of shares of our Class A common stock in the public markets, or the perception that such sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.
We, our executive officers, directors and holders of a substantial majority of our common stock and securities convertible into or exchangeable for shares of our common stock are subject to lock‑up agreements or market standoff provisions that restrict our and their ability to transfer any shares or any securities convertible into or exchangeable for shares of our common stock for a period of 180 days from October 18, 2017. When the lock‑up period in the lock‑up agreements and market standoff provisions expires, we and our locked‑up security holders will be able to sell our shares in the public market. In addition, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., on behalf of the underwriters, may release all or some portion of the shares subject to the lock‑up agreements or market standoff provisions prior to the expiration of the lock‑up period. Sales of a substantial number of such shares, or the perception that such sales may occur, upon expiration of, or early release of the securities subject to, the lock‑up agreements or market standoff agreements, couldfuture operating results, which would cause our stock price to decline.
We release earnings guidance in our quarterly and annual earnings conference calls, quarterly and annual earnings releases, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance includes forward-looking statements based on projections prepared by our management. Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies on our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. Some of those key assumptions relate to the impact of the ongoing COVID-19 pandemic and the macroeconomic environment, which are inherently difficult to predict. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to imply that actual results could not fall outside of the suggested ranges. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. Furthermore, analysts and investors may develop and publish their own projections of our business, which may form a consensus about our future performance. Our actual business results may vary significantly from such guidance or that consensus due to a number of factors, many of which are outside of our control, including due to the global economic uncertainty and financial market conditions caused by the ongoing COVID-19 pandemic, the ongoing geopolitical instability resulting from the conflict between Russia and Ukraine, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability, any ofwhich or combination thereof could materially and adversely affect our business and future operating results. Furthermore, if we make it more difficult for youdownward revisions of our previously announced guidance, if we withdraw our previously announced guidance, or if our publicly announced guidance of future operating results fails to sell your Class Ameet expectations of securities analysts, investors or other interested parties, the price of our common stock at a timewould decline.

Guidance is necessarily speculative in nature, and priceit can be expected that you deem appropriate.
As of October 31, 2017, there were an aggregate of 12,775,327 shares of our Class A common stock and Class B common stock subject to outstanding options. We have registeredsome or all of the sharesassumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of Class A common stock issuable upon, and issuable upon conversionwhat management believes is realizable as of the sharesdate of Class Brelease. Actual results may vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock issuable upon, exercise of outstanding options and upon exercise of settlementstock.
Any failure to successfully implement our operating strategy or the occurrence of any optionsof the events or other equity incentives we may grantcircumstances set forth in this “Risk Factors” section in this report could result in the future, for public resale underactual operating results being different from our guidance, and the Securities Act. Accordingly, these sharesdifferences may be freely sold in the public market upon issuance as permitted by any applicable vesting requirements, subject to the lock-up agreementsadverse and market standoff provisions described above. In addition, as of October 31, 2017, holders of up to approximately 35 million shares of our capital stock outstanding, had rights, subject to certain conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.material.
Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.
We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital
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through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.
We do not intend to pay dividends on our Class A common stock for the foreseeable future.
We have never declared or paid any dividends on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business and we do not anticipate paying any dividends in the foreseeable future. As a result, investors in our Class A common stock may only receive a return if the market price of our Class A common stock increases.
We will incur increased costs as a resultThe requirements of operating asbeing a public company may strain our resources, divert management's attention and affect our ability to attract and retain additional executive management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.qualified board members.
As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting and other expenses. The Sarbanes‑Oxleysubject to the reporting requirements of the Exchange Act, the Dodd‑FrankSarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer

Protection Act, the listing requirements of the NASDAQNasdaq and other applicable securities rules and regulations impose various requirements on public companies.regulations. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these ruleslaws, regulations and regulations will increase ourstandards are subject to varying interpretations and their application in practice may evolve over time as regulatory and governing bodies issue revisions to, or new interpretations of, these public company requirements. Such changes could result in continuing uncertainty regarding compliance matters and higher legal and financial costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance costsactivities. If our efforts to comply with new laws, regulations and will make somestandards differ from the activities more time‑consumingintended by regulatory or governing bodies due to ambiguities related to their application and costly. For example, we expect thatpractice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
Being a public company under these rules and regulations may makehas made it more difficult and more expensive for us to obtain directors’director and officers’officer liability insurance whichand in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers or members of our Board of Directors. We cannot predictDirectors, particularly to serve on our audit and compensation committees.
As a result of the disclosures within our filings with the SEC, information about our business and our financial condition is available to competitors and other third parties, which may result in threatened or estimateactual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected. Even if the amountclaims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them, could divert the resources of additional costs we will incur as a public company or the timingour management and adversely affect our business and results of such costs.operations.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for:for the following types of actions or proceedings under Delaware statutory or common law:
•any derivative action or proceeding brought on our behalf;
•any action asserting a breach of fiduciary duty;
•any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and
•any action asserting a claim against us that is governed by the internal‑affairsinternal-affairs doctrine.
OurThis provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the federal district courts of
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the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
These exclusive‑exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive‑forumexclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.jurisdictions.
Delaware law and our corporate charter and bylaws contain anti‑takeoveranti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our Board of Directors or take other corporate actions, including effecting changes in our management. These provisions include:
•a classified Board of Directors with three‑yearthree-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors;
•the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
•the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;
•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
•the requirement that a special meeting of stockholders may be called only by our Board of Directors, the chairperson of our Board of Directors or our chief executive officer, or our president (in the absence of a chief executive officer), which limitations could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•the requirement for the affirmative vote of holders of a majority of the voting power of all of the then outstanding shares of the voting stock voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
•the ability of our Board of Directors to amend our bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and
•advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and
the authorization of two classes of common stock, as discussed above.us.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a specified period of time.
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Risks Related to our Outstanding Notes
We have incurred a significant amount of debt and may in the future incur additional indebtedness. We may not have sufficient cash flow from our business to make payments on our substantial debt when due.
In June and July 2018, we issued $300.0 million aggregate principal amount of 0.75% convertible senior notes due 2024 (the “2024 Notes”), which were redeemed on December 3, 2021, in a private placement and in January 2020, we issued $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Notes”) in a private placement and concurrently repurchased for cash approximately $210.0 million of the aggregate principal amount of the 2024 Notes.
We may be required to use a substantial portion of our cash flows from operations to pay interest and principal on our indebtedness. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2026 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Such payments will reduce the funds available to us for working capital, capital expenditures and other corporate purposes and limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans and other investments, which may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry, or in the general economy, limit our flexibility in planning for, or reacting to, changes in our business and the industry and prevent us from taking advantage of business opportunities as they arise. Our business may not be able to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
In addition, we and our subsidiaries may incur substantial additional debt in the future, subject to the restrictions contained in our future debt agreements, some of which may be secured debt. We are not restricted under the terms of the indentures governing the 2026 Notes, from incurring additional debt, securing existing or future debt, recapitalizing our debt, repurchasing our stock, pledging our assets, making investments, paying dividends, guaranteeing debt or taking a number of other actions that are not limited by the terms of the indenture governing the Notes that could have the effect of diminishing our ability to make payments on the Notes when due.
The conditional conversion feature of the 2026 Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the 2026 Notes is triggered, holders of the 2026 Notes will be entitled to convert their 2026 Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of 2026 Notes do not elect to convert their 2026 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
The conditional conversion feature of the 2026 Notes was triggered during the three months ended July 31, 2022, as the last reported sale price of our common stock was more than or equal to 130% of the applicable conversion price for each series of Notes for at least 20 trading days in the period of 30 consecutive trading days ending on July 31, 2022 (the last trading day of the fiscal quarter). Therefore, the 2026 Notes are currently convertible at the option of the holders thereof, in whole or in part, from August 1, 2022 through October 31, 2022. Whether the 2026 Notes will be convertible following such fiscal quarter will depend on the continued satisfaction of this condition or another conversion condition in the future.
Upon conversion of the 2026 Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2026 Notes being converted, which could adversely affect our liquidity.
The capped call transactions may affect the value of the 2026 Notes and our common stock.
In connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions with certain counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of our
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common stock initially underlying the 2026 Notes. The capped call transactions are expected to offset the potential dilution to our common stock upon any conversion of the 2026 Notes. In connection with establishing their initial hedges of the capped call transactions, the counterparties or their respective affiliates entered into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the 2026 Notes, including with certain investors in the 2026 Notes.
The counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes (and are likely to do so on each exercise date of the capped call transactions, which are scheduled to occur during the observation period relating to any conversion of the 2026 Notes on or after October 15, 2025), or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversions of the 2026 Notes or otherwise. This activity could also cause or avoid an increase or a decrease in the market price of our common stock. We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of shares of our common stock.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a)
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a)Recent Sales of Unregistered Equity Securities
The following sets forth information regarding all unregistered securities sold since August 1, 2017 (share and per share amounts give effect to a one-for-two reverse stock split of our common stock, effected October 5, 2017):Unregistered Equity Securities
(1)From August 1, 2017 to October 19, 2017, we granted stock options to purchase an aggregate of 829,100 shares of Class A common stock at exercise prices ranging from $13.50 to $24 per share to employees, consultants and directors under our 2016 Equity Incentive Plan;
(2)From August 1, 2017 to October 19, 2017, we issued and sold an aggregate of (a) 56,599 shares of Class A common stock upon the exercise of options under our 2016 Equity Incentive Plan at exercise prices ranging from $7.58 to $11.18 per share, for an aggregate exercise price of $0.5 million and (b) 245,554 shares of Class B common stock upon the exercise of options under our 2008 Stock Plan at exercise prices ranging from $1.96 to $7.16 per share, for an aggregate exercise price of $1.6 million; and
(3)In October 2017, we issued an aggregate of 100,048 shares of our Class B common stock upon the net exercise of warrants to purchase an aggregate of 123,602 shares of our Class B common stock to a total of three accredited investors;
The offers, sales and issuancesNone.
(b)Use of the securities described in paragraphs (1) through (3) above were deemed to be exempt from registration under theProceeds
None.
(c)Issuer Purchases of Equity Securities Act in reliance on Section 4(2) of the Securities Act or Regulation D promulgated thereunder or Rule 701 promulgated under the Securities Act as transactions by an issuer not involving a public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
(b)Use of Proceeds
On October 23, 2017, we closed our IPO of 9,200,000 shares of our Class A common stock at an offering price of $24.00 per share, including 1,200,000 shares pursuant to the underwriters’ option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $220.8 million. All of the shares of our Class A common stock issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-220557), which was declared effective by the SEC on October 18, 2017.

None.
Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc., Allen & Company LLC, Stifel, Nicolaus & Company, Incorporated, Canaccord Genuity Inc. and JMP Securities LLC acted as underwriters for the offering. The offering commenced on October 18, 2017 and, following the sale of the shares upon the closing of the IPO, the offer terminated.
The net proceeds to us, after deducting underwriting discounts and commission of $15.5 million and offering expenses of $3.9 million, were $201.6 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10% or more of any class of our equity securities or to any other affiliates. At October 31, 2017, $1.5 million of expenses incurred in connection with our IPO had not yet been paid.
There has been no material change in the planned use of proceeds from our IPO from those disclosed in the final prospectus for our IPO dated as of October 18, 2017 and filed with the SEC pursuant to Rule 424(b)(4) on October 19, 2017.
(c)Issuer Purchases of Equity Securities
Not applicable.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.

ITEM 5.OTHER INFORMATION.
On December 14, 2017, we entered into a lease agreement (the “Lease”) with PGREF I 1633 Broadway Tower, L.P. (“Landlord”) with respect to 106,230 rentable square feetITEM 5. OTHER INFORMATION.
None.
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Table of office space at 1633 Broadway, New York, New York (the “Premises”). As a result of our growth, we require additional office space to accommodate our employees based in New York, and plan to use the Premises as our new headquarters.Contents
The initial term of the Lease is 12 years, with one five-year renewal option, and is expected to commence on January 1, 2018 (such date, the “Lease Commencement Date”). We expect to complete renovations on the Premises and to vacate our current office space prior to the expiration of our existing lease in December 2018. Under the Lease, we also have a right of first offer with respect to additional office space in the same building, subject to existing tenants’ rights and Landlord’s right to renew any then existing tenant.MONGODB, INC.
The rent commencement date for the fixed rent for the Premises will be 18 months after the Lease Commencement Date, with the exception of 12,857 rentable square feet, for which the rent commencement date will be 30 months after the Lease Commencement Date. The estimated aggregate base rent payable to the Landlord over the initial Lease term is approximately $87.9 million. Under the Lease, the Landlord is providing approximately $11.4 million in work allowances for our improvements to the Premises.
The Lease contains customary default provisions, representations, warranties and covenants.
The foregoing is a summary description of the material terms of the Lease, does not purport to be complete and is qualified in its entirety by reference to the Lease, which will be filed as an exhibit to our Annual Report on Form 10-K for the year ending January 31, 2018.





ITEM 6.
ITEM 6. EXHIBITS.
    Incorporated by Reference Filed Herewith
Exhibit
Number		 Description FormFile No.ExhibitFiling Date  
          
    3.1 
Amended and Restated Certificate of Incorporation of Registrant
 8-K001-382403.110/25/17  
          
    3.2 
Amended and Restated Bylaws of Registrant
 S-1333-2205573.49/21/17  
          
    4.1 
Form of Class A common stock certificate of Registrant
 S-1/A333-2205574.110/6/17  
          
  10.1 
Amended and Restated 2016 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder
 S-1/A333-22055710.210/6/17  
          
  10.2 
2016 China Stock Appreciation Rights Plan and Form of China Stock Appreciation Rights Award Agreement
 S-1/A333-22055710.310/6/17  
          
  10.3 
2017 Employee Stock Purchase Plan
 S-1/A333-22055710.410/6/17  
          
  10.4 
Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Dev Ittycheria
 S-1/A333-22055710.610/6/17  
          
  10.5 
Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Carlos Delatorre
 S-1/A333-22055710.710/6/17  
          
  10.6 
Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Michael Gordon
 S-1/A333-22055710.810/6/17  
          
  10.7 
Offer Letter, dated September 29, 2017, by and between Registrant and Eliot Horowitz
 S-1/A333-22055710.910/6/17  
          
  10.8 
Amended and Restated Offer Letter, dated September 29, 2017, by and between Registrant and Meagen Eisenberg
 S-1/A333-22055710.1010/6/17  
          
  31.1 
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
      x
          
  31.2 
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
      x
          
  32.1* 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      x
          
  32.2* 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      x
          
101.INS XBRL Instance Document       
          
101.SCH XBRL Taxonomy Extension Schema Document       
          
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       
          
101.DEF XBRL Taxonomy Extension Definition Linkbase Document       
          

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Incorporated by ReferenceFiled Herewith
Exhibit
Number		DescriptionFormFile No.ExhibitFiling Date
3.18-K001-382403.110/25/2017
3.1.18-K001-382403.16/16/2020
3.2S-1333-2205573.49/21/2017
10.1#x
31.1x
31.2x
32.1*x
32.2*x
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
#Indicates management contract or compensatory plan.

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MONGODB, INC.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MONGODB, INC.
MONGODB, INC.
Date: September 2, 2022By:
Date: December 14, 2017By:/s/ Dev Ittycheria
Name:Dev Ittycheria
Title:President and Chief Executive Officer
(Principal Executive Officer)
By:/s/ Michael Gordon
Name:Michael Gordon
Title:Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)



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