United States securities and exchange commission logo
February 11, 2021
Brad Brubaker
Chief Legal Officer
UiPath, Inc.
90 Park Ave, 20th Floor
New York, New York 10016
Re: UiPath, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted January
28, 2021
CIK No. 0001734722
Dear Mr. Brubaker:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
The Offering, page 12
1. Please explain to us
why shares of Class A stock issuable upon the vesting and settlement
of RSUs that have
satisfied both the performance and service conditions are excluded
from the total number
of Class A common stock outstanding after the offering. Similarly,
tell us why these
shares were excluded from your pro forma Capitalization disclosures and
pro forma Dilution
calculations.
Brad Brubaker
FirstName
UiPath, Inc.LastNameBrad Brubaker
Comapany11,
February NameUiPath,
2021 Inc.
February
Page 2 11, 2021 Page 2
FirstName LastName
Summary Consolidated Financial and Other Data, page 17
2. We note your response to prior comment 2. Please revise your
disclosures in footnote 3
and elsewhere to clarify that the stock-compensation expense
adjustment relates to
unrecognized compensation expense for RSUs for which both the
performance-based and
service-based vesting condition will be satisfied in connection with
this offering. Also,
disclose here the number of shares related to RSUs that will vest upon
effectiveness of the
offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Metric, page 75
3. We note your response to prior comment 4. Please explain and/or revise
your disclosures
as necessary to address the following:
Provide us with your renewal rates for each period presented.
Clarify that ARR is calculated from invoiced amounts as explained
in your response.
Describe how ARR differs from GAAP revenue and specifically
address the timing
of revenue recognition related to the license performance
obligation.
Disclose here that ARR does not reflect any actual or anticipated
reductions of
revenue due to contract non-renewals or service cancellations and
discuss any
limitations present as a result.
To provide context to your disclosure, discuss any costs incurred
to obtain renewals
that this metric does not contemplate.
Considering ARR is calculated based on invoiced amounts and not
actual annualized
GAAP revenue, please tell us how you considered renaming this
measure to more
appropriately reflect what it represents.
You state that this metric illustrates your ability to acquire new
subscription
customers and to maintain and expand your relationship with
existing subscription
customers. In light of this, revise to disclose how much of the
ARR growth rate is
due to new customers separately from existing customers.
Explain further to us how additional license agreements are
factored into ARR and
provide an example of such calculation. Also, tell us the amount
of revenue
recognized from additional license agreements for each period
presented.
Key Factors Affecting Our Performance
Expanding Within our Existing Customer Base, page 78
4. We note your response to prior comment 5. Please tell us the actual
dollar based net and
gross retention rates for each period presented. To the extent you
continue to disclose this
metric, to add context to your disclosed measures, revise to disclose
the actual rates for
each period presented and explain any significant fluctuations in such
rates between
periods.
Brad Brubaker
FirstName
UiPath, Inc.LastNameBrad Brubaker
Comapany11,
February NameUiPath,
2021 Inc.
February
Page 3 11, 2021 Page 3
FirstName LastName
Graphics, page N/A
5. Please revise the graphics at the forefront of the registration
statement to present a
balanced picture of the company s financial health. In this respect,
we note that the
company has had increasing net losses during the last two years and
indication of such
should be given equal prominence with the current presentation
emphasizing revenue
growth. Refer to Securities Act Forms C&DI 101.02.
You may contact Rebekah Lindsey, Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology