United States securities and exchange commission logo
April 7, 2021
Roy Mann
Co-Founder and Co-Chief Executive Officer
monday.com Ltd.
52 Menachem Begin Rd.
Tel Aviv-Yafo 6713701, Israel
Re: monday.com Ltd.
Draft Registration
Statement on Form F-1
Submitted March 11,
2021
CIK No. 0001845338
Dear Mr. Mann:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted March 11, 2021
Summary
Overview, page 1
1. We note your disclosure
of negative adjusted free cash flow on page 2. Please revise to
identify this figure as
a non-GAAP measure, present it with equal or greater prominence
to the most directly
comparable GAAP financial measure, and cross reference to your
non-GAAP reconciliation
located elsewhere in your filing. Please refer to Item
10(e)(1)(i)(A) of
Regulation S-K.
2. You state that you
serve more than 110,000 customers across over 200 industries in 190
countries. Please
revise to disclose an "as of" date for this and other similar statements.
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Risk Factors
We derive, and expect to continue to derive, substantially all of our revenue
from a single
product, page 16
3. You disclose that you derive, and expect to continue to derive,
substantially all of your
revenue from a single product, Work OS. Please revise here to disclose
the percentage of
revenue this product has accounted for in each period presented in
your financial
statements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
62
4. We note that your prospectus includes general disclosures about
COVID-19 and its
impact. Please revise here or elsewhere to disclose the specific
impacts, both positive and
negative, that COVID-19 has had on your operations and relevant
metrics, including a
description of any known trends and uncertainties that have had, or
that you reasonably
expect will have, a material impact on revenue or results of
operations. Refer to CF
Disclosure Guidance: Topic No. 9A for additional guidance.
Our Business Model
Our Customers, page 65
5. You disclose that you had "more than 110,000 customers" as of December
31, 2020, an
increase of more than 30% from December 31, 2019. Please revise to
disclose the specific
number of customers in 2019 and 2020.
6. You state that the chart on page 66 reflects the growth over time of
work actions per
customer, for customers with more than 10 users on our platform. We
also note that the y-
axis of the chart is labeled as "work actions per user." Please revise
to clarify whether the
chart depicts work actions per customer or work actions per user.
7. On pages 66 and 68, you discuss enterprise customers and also state as
of December 31,
2019 and 2020, your customers with more than 10 users represented 52%
and 61% of
your annual recurring revenue, respectively. Please revise to clarify
whether these
customers with more than 10 users all meet your definition of
enterprise customer. If this
group of customers with more than 10 users includes non-enterprise
customers as well,
please revise to also disclose the percentage of your annual recurring
revenue represented
by your enterprise customers.
Key Factors Affecting Our Performance, page 67
8. On page 68, you state that your Net Dollar Retention Rate for
customers with more than
10 users was over 115% in the last five quarters ending December 31,
2020. Please revise
to provide your actual Net Dollar Retention Rate for each of these
quarters. Additionally,
we note that your Net Dollar Retention Rate for all of our customers
for the quarter ended
December 31, 2020 was 105%. Please revise to also disclose your Net
Dollar Retention
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Rate for all customers for each quarter for which you provide this
metric for customers
with more than 10 users.
Non-GAAP Financial Measures, page 70
9. We note your discussion on page 71 regarding the impact of
fluctuations in foreign
currency exchange rates on your free cash flow. Please revise to
clarify if you are
referring to the impact on free cash flow (which is not presented) or
adjusted free cash
flow. Please also revise to highlight and focus on GAAP Results of
Operations first in
your MD&A to provide the GAAP discussion with greater prominence than
your
discussion of non-GAAP measures.
10. As a related matter, we note from your disclosure on page 23 that
approximately 17% of
your expenses in 2020 were denominated in New Israeli Shekels (NIS).
Please revise to
ensure that your GAAP discussion of liquidity and results of
operations also addresses the
impacts of fluctuations in foreign currency exchange rates.
Business
Our Growing Ecosystem, page 84
11. We note that you recently extended your platform to third-party
developers through a low-
code framework and apps marketplace. Please tell us about any
contractual arrangements
you have with third-party developers, including any compensation or
revenue sharing
arrangements for items created by third party developers that are
offered in your apps
marketplace. Please revise your disclosures accordingly.
Principal Shareholders, page 118
12. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by Insight Venture
Partners, SG Growth
Partners, and Sonnipe Limited.
Description of Share Capital and Articles of Association
Exclusive Forum, page 130
13. You state here that your amended and restated articles of association
will provide that the
U.S. District Court for the Southern District of New York shall be the
exclusive forum for
the resolution of any complaint asserting a cause of action arising
under the Securities Act
and/or Exchange Act. In the risk factor on page 46, you state that
your amended and
restated articles of association will provide that the U.S. federal
district courts shall be the
sole and exclusive forum for any claim asserting a cause of action
arising under the
Securities Act and also note that the provision does "not apply to
suits brought to enforce
a duty or liability created by the Exchange Act or any other claim for
which the U.S.
federal courts have exclusive jurisdiction." Please revise to:
clarify whether this exclusive forum provision applies to both
Securities Act and
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Exchange Act claims, or whether it only applies to Securities Act
claims;
clarify whether exclusive forum is any U.S. federal district
court or specifically the
U.S. District Court for the Southern District of New York; and
state that investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder.
Audited Consolidated Financial Statements
Note 6: Revolving Credit Facility, page F-18
14. Please revise to explain in greater detail how monthly recurring
revenues and minimum
liquidity balances are defined for purposes of your financial
covenants. Additionally, we
note that your total unutilized credit facility was $59 million as of
December 31, 2020.
Please revise to clarify if that total amount was available for
borrowings or if availability
was reduced as of December 31, 2020 based upon the Company's MRR and
other
covenants.
Note 16: Subsequent Events, page F-29
15. Please review your disclosure regarding the board's February 2020
approval of options to
purchase 1,355,279 ordinary shares and revise to correct any typos as
necessary. Please
also provide us with a breakdown of all stock-based compensation
awards granted to date
during 2021, including the fair value of the underlying stock used to
value such awards.
To the extent there were any significant fluctuations in the fair
values, please describe for
us the factors that contributed to such fluctuations, including any
intervening events
within the company or changes in your valuation assumptions or
methodology.
Exhibits
16. We note that you have a credit facility with Bank Leumi le Israel B.M.
Please file the
related loan and security agreement as an exhibit.
General
17. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your
FirstName LastNameRoy Mann
behalf, have presented or expect to present to potential investors in
reliance on Section
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of the Securities Act, whether or not you retained, or intend to
retain, copies of those
communications.
April 7, 2021 Page 4
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You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Joshua Kiernan, Esq.