United States securities and exchange commission logo
September 23, 2022
Theodore Wang
Principal Executive
Mangomill plc
950 Third Avenue, 25th Floor
New York, NY 10022
Re: Mangomill PLC
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 7,
2022
File No. 333-265755
Dear Mr. Wang:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
25, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September 7,
2022
Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Statements
of Operations, page 200
1. Please remove the
reference to the elimination of investment income held in the Trust
Account from pro forma
adjustment (AA).
Key Business Metrics, page 250
2. You state in your
response to prior comment 22 that you have had "consistent renewals"
and steady retention in
your annual subscription base. As previously requested, please tell
us the renewal rates
for your annual and multi-year subscription agreements to support
Theodore Wang
FirstName
MangomillLastNameTheodore Wang
plc
Comapany 23,
September NameMangomill
2022 plc
September
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your assumption that such agreements will be renewed on existing terms
and should be
included in the calculation of annualized recurring revenue. Also,
please move your key
business metric disclosures to the forepart of MD&A to add further
context to the results
of operations discussion that follows.
Certain Relationships and Related Party Transactions
Forward Purchase Agreements, page 321
3. We note that the amount of additional founder shares to be transferred
to the Sponsor,
pursuant to the second forward purchase arrangement, entered into in
the first half of
2022, was increased from 10,000 shares to 60,000 shares. Please revise
to include the
aggregate consideration to be offered by the Sponsor in exchange for
this transfer. If the
founder shares are being granted for no additional consideration,
please highlight this
prominently in your discussion.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-56
4. We note your response to prior comment 27 regarding your product
offerings. Please
clarify for us whether the MariaDB MaxScale and MariaDB ColumnStore
limited source
BSL licenses are available to the public for free without entering
into a MariaDB
Enterprise arrangement. Further, you note that a BSL license
automatically converts to a
GPL open source license after a period of time. Explain whether this
conversion impacts
the availability of the license to be used for free. Also, since Xpand
is a proprietary
license, tell us how this is accounted for in the MariaDB Enterprise
arrangements and how
much revenue was recognized for this product for each period
presented.
5. We note your revised disclosure where you state that the open source
term licenses may
only be sold as an integrated solution with PCS. Please further revise
as this appears to
indicate the licenses are sold and are not available for free, whether
obtained separate
from or included in your subscription arrangements.
6. Your disclosures on page F-57 state that some of your contracts
contain multiple
performance obligations such as the license portion of the term
software licenses bundled
with PCS, professional services, and database-as-a-service offerings.
Please tell us and
revise to clarify whether your licenses: open source, limited source,
and proprietary, are
considered separate performance obligations in your arrangements and
which of those you
are referring to in this disclosure.
Note. 3 Revenue, page F-62
7. We note your revised disclosures both here and on page F-87 in
response to prior
comment 31 where you indicate that approximately 49% of the respective
remaining
performance obligation amounts will be recognized over the next twelve
months. Please
Theodore Wang
Mangomill plc
September 23, 2022
Page 3
further revise to state when the other 51% will be recognized on a
quantitative basis or by
providing qualitative information. Refer to ASC 606-10-50-13.
Note 13. Income Tax, page F-73
8. We note your revisions in response to prior comment 34. It appears
certain line items in
the breakdown of the Income before provision (benefit) for income taxes
table have been
mislabeled. Please revise. Also, with regard to the rate reconciliation
table, revise to
explain what the tax credit and return to provision line items relate to.
Exhibits
9. We note your response to prior comment 38. Given that APHC intends for
the
Domestication to qualify as an F Reorganization for U.S. federal income
tax purposes, and
the disclosure includes a representation as to the material tax
consequences, please support
such conclusions with an opinion of counsel pursuant to Item 601(b)(8) of
Regulation S-
K. Counsel's opinion should also address the uncertainty associated with
the passive
foreign investment company rules.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 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 Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
Sincerely,
FirstName LastNameTheodore Wang
Division of
Corporation Finance
Comapany NameMangomill plc
Office of
Technology
September 23, 2022 Page 3
cc: Paul Shim
FirstName LastName