United States securities and exchange commission logo
April 29, 2021
Kevin E. Hartz
Chief Executive Officer
one
16 Funston Avenue, Suite A
The Presidio of San Francisco
San Francisco, CA 94129
Re: one
Registration
Statement on Form S-4
Filed April 1, 2021
File No. 333-254973
Dear Mr. Hartz:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed April 1, 2021
Questions and Answers for Shareholders of AONE
Q: What are the U.S. federal income tax consequences of the
Domestication?, page xix
1. Revise your response to
begin with a definitive statement as to whether investors are
likely to experience a
taxable event as a result of the Domestication. The remaining
narrative can serve to
explain your conclusion.
Summary of the Proxy Statement/Prospectus
Quorum and Vote of AONE Shareholders, page 10
2. You disclose here that
the Sponsor has agreed to vote all of its ordinary shares in favor of
Kevin E. Hartz
FirstName LastNameKevin E. Hartz
one
Comapany
April Nameone
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the proposals being presented, including the business combination
proposal. Please
clarify whether other AONE shareholders have entered into agreements
to vote in favor of
the proposals and, if so, disclose any such agreements. Additionally,
after factoring in the
shares subject to voting agreements, please disclose both the
percentage of remaining
shares needed to vote for the business combination proposal if: (i)
all of AONE's
outstanding shares voted; and (ii) only a quorum of AONE's shares are
present.
BCA Proposal
Projected Financial Information, page 124
3. You disclose in your Key Factors Affecting Operating Results on page
219 that your
financial performance has largely been driven by hardware sales which
is a leading
indicator of likely future recurring revenue from consumables, success
plans, and
premium software subscriptions. However, your table in Projected
Financial Information
on page 125 shows a declining trend in historical revenue. Please tell
us how your
material assumptions provide a basis for the significant increases to
the financial
projection of your revenues and reasonably support such changes. In
addition, please
separately disclose a disaggregation of projected revenue by hardware,
consumables, and
services. Please disclose the quantity of hardware units sold and
price changes
assumptions utilized in your revenue projections. Disclose the
estimated dates that new
products are introduced into the projection and describe their current
status. In addition,
please disclose the number of estimated customers that are generating
the projected
recurring revenue.
4. Please disclose any material assumptions underlying the projections
for EBIT, adjusted
EBITDA, and adjusted free cash flow. Refer to Item 10(b)(3)(i) of
Regulation S-K.
Disclose projected operating and other expenses in addition to
presenting an estimated net
income(loss) amount.
U.S. Federal Income Tax Considerations, page 164
5. We note that you intend to structure the domestication as a
reorganization within the
meaning of Section 368 of the Tax Code. As a result, you intend for
the domestication to
be a non-taxable event for U.S. holders of AONE securities, subject to
the other issues
(e.g., PFIC status) that could result in a taxable event for U.S.
holders of AONE
securities. Revise to make clear that your conclusion as to tax
treatment under Section
368 of the Tax Code is based upon your opinion of tax counsel.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 187
6. Please present the historical basic and diluted per share amounts
based on continuing
operations attributable to the controlling interests and the number of
shares used to
calculate such per share amounts on the face of the pro forma
condensed statement of
operations. Refer to Rule 11-02(a)(9)(i) of Regulation S-X.
Kevin E. Hartz
FirstName LastNameKevin E. Hartz
one
Comapany
April Nameone
29, 2021
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Basis of Presentation, page 188
7. You disclose that you are evaluating the accounting treatment of the
Sponsor Earnout
Shares and Markforged Earnout Shares inclusive of the Markforged
Earnout RSUs and
assessing if the arrangement should remain as a long-term liability or
if a portion should
be reclassified to equity. Please provide us with your completed
analysis.
Information about Markforged
Customers, page 213
8. You disclose that you have "over 10,000 end users" and note that no
"end-user customer"
comprises more than 10% of your business. Please revise to provide
your definition of
end user and clarify whether any group end users under common control
comprises more
than 10% of your business.
9. You identify certain customers by vertical. Please revise to clarify
the significance of
these customers to the company and the criteria used to select these
customers for use in
your prospectus.
Legal Proceedings, page 217
10. You state that you are from time to time subject to various claims,
lawsuits and other
proceedings and note that the ultimate outcome or actual cost of
settlement may materially
vary from estimates. Please revise to clarify whether you are
currently subject to any
material pending legal proceedings.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Markforged, page 218
11. Consider revising your MD&A to provide a discussion of revenue by
type. While we note
that you provide a disaggregation of revenue by type on page F-33, to
the extent material,
provide a discussion of revenue by type and the reasons for
year-over-year changes in
these different revenue categories in your MD&A.
Key Factors Affecting Operating Results, page 219
12. You disclose that your global marketing team drives new customer
acquisition, retention,
and expansion of existing customers. Please tell us what consideration
was given in
quantifying and discussing operating metrics or other key performance
indicators related
to renewal or retention rates and the number of new and existing
customers at the end of
each period presented. To the extent material, discuss any known
trends related to these
measures. Refer to Item 303(a) of Regulation S-K and Section III.B of
SEC Release No.
33-8350.
Results of Operations, page 222
13. You disclose that your revenue decrease in 2020 was predominantly
driven by a decrease
Kevin E. Hartz
FirstName LastNameKevin E. Hartz
one
Comapany
April Nameone
29, 2021
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in hardware revenue. Please revise to further explain the reasons for
this decrease.
Clarify whether the decrease in hardware revenue was primarily due to
the sale of fewer
products or whether it was due to a decrease in the price of your
products.
Stock-based compensation, page 226
14. Please provide us with a breakdown of all equity awards granted to
date in fiscal 2020 and
leading up to the initial public offering including the fair value of
the underlying common
stock used to value such awards as determined by your board of
directors. To the extent
there were any significant fluctuations in the fair values from
period-to-period, please
describe for us the factors that contributed to these fluctuations,
including any intervening
events within the Company or changes in your valuation assumptions or
methodology.
Beneficial Ownership of Securities, page 243
15. Please revise to disclose either here or in a separate table the
beneficial ownership of
Markforged prior to the business combination.
Markforged, Inc.
Notes to Consolidated Financial Statements
Note 3. Revenue, page F-31
16. You disclose that premium software subscriptions relate to certain
cloud software
solutions that will be sold separately from its standard cloud-based
software platform
offering that is fully integrated with your hardware. Please tell us
whether your standard
cloud-based software platform is considered to be distinct and how
these revenues are
recognized.
Exhibits
17. Please file your form of proxy with your next amendment.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 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.
Kevin E. Hartz
one
April 29, 2021
Page 5
Sincerely,
FirstName LastNameKevin E. Hartz
Division of Corporation Finance
Comapany Nameone
Office of Technology
April 29, 2021 Page 5
cc: Andrew P. Alin, Esq.
FirstName LastName