United States securities and exchange commission logo
May 4, 2021
Ragy Thomas
Chief Executive Officer
Sprinklr, Inc.
29 West 35th Street, 7th Floor
New York, NY 10001
Re: Sprinklr, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 19,
2021
CIK: 0001569345
Dear Mr. Thomas:
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
Results of Operations
Comparison of Fiscal Years Ended January 31, 2020 and 2021
Costs of Revenue and Gross Margin, page 84
1. We note your gross
margin for professional services was 1% and 5% for the fiscal years
ended January 31, 2020
and 2021, respectively. Please provide disclosure to explain why
this gross margin is
significantly low and the reasons for the fluctuations and any
related trends
materially impacting future results.
Ragy Thomas
FirstName LastNameRagy Thomas
Sprinklr, Inc.
Comapany
May 4, 2021NameSprinklr, Inc.
May 4,
Page 2 2021 Page 2
FirstName LastName
Business
Sales and Marketing, page 115
2. We note your response to prior comment 3. Please revise to clarify the
number of
Company's in Forbes 2020 World s Most Valuable Brands list that are
considered large
customers.
Culture and Employees, page 122
3. We note your response to prior comment 11. To the extent material,
please address any
risks or uncertainties related to COVID-19 affecting your employees
based
internationally, specifically in India.
Note 11. Stock Holders' Equity
Convertible Preferred Stock, page F-27
4. The October 7, 2020 issuance of Series G-1 Convertible Preferred Stock
appears to be
characterized as "redeemable convertible preferred stock" in the
Consolidated Statements
of Cash Flows on page F-7. Please revise to address this additional
redeemable preferred
stock feature in the notes to the financial statements or revise the
Consolidated Statements
of Cash Flows description of the Convertible Preferred Stock issuance.
Notes to Consolidated Financial Statements
Note 17. Subsequent Events, page F-42
5. For your share-based compensation arrangements with IPO performance
conditions
triggering compensation expense please note the disclosures required
by ASC 855-10-50-
2.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739
or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jaime Chase