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United States securities and exchange commission logo
March 7, 2024
Tom Shea
Chief Executive Officer
OneStream, Inc.
191 N. Chester Street
Birmingham, Michigan 48009
Re: OneStream, Inc.
Draft Registration
Statement on Form S-1
Submitted February
7, 2024
CIK No. 0001889956
Dear Tom Shea:
We have reviewed your
draft registration statement and have the following comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. Please identify the
Former Members and the Continuing Members. Clarify whether the
Continuing Members
refers to any individuals or entities other than KKR.
2. We note that your
platform utilizes software governed by open source licenses. Clarify
whether your AI is
governed by those open source licenses and address any related risks
specific to AI. Also,
provide definitions of "AI-enabled," "machine learning" and any
other industry-specific
terminology.
Risk Factors
"Our ability to pay taxes and expenses, including payments under the
TRA, might be limited by
our structure.", page 55
3. Please revise your
disclosure to quantify or otherwise describe the maximum amount of
Tom Shea
OneStream, Inc.
March 7, 2024
Page 2
outstanding obligations that would be due and payable under the TRA under
the
circumstances that would accelerate payment.
Use of Proceeds, page 77
4. We note that you intend to use the net proceeds from this offering to
purchase newly
issued LLC Units from OneStream Software LLC. Please expand your
disclosure to
include a description of how many units will be purchased.
Business, page 110
5. You state that more than 10% of Fortune 500 companies rely on OneStream
as of
December 31, 2023. To provide context, please consider disclosing the
percentage of
your customers that are Fortune 500 companies and the percentage of
revenue for each
period that was generated from these customers.
Financial Statements
Notes to Consolidated Financial Statements
Deferred Offering Costs, page F-13
6. We note as of December 31, 2022 the Company had capitalized $3.0 million
of deferred
offering costs in other noncurrent assets. It appears these costs were
incurred in
connection with an aborted offering, i.e. not a short postponement.
Deferred costs of an
aborted offering should not be deferred and charged against proceeds of a
subsequent
offering. Refer to the guidance in SAB Topic 5:A.
General
7. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communication.
Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any
other
questions.
Sincerely,
FirstName LastNameTom Shea
Division of
Corporation Finance
Comapany NameOneStream, Inc.
Office of
Technology
March 7, 2024 Page 2
cc: Victor Nilsson
FirstName LastName