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July 9, 2024
Tom Shea
Chief Executive Officer
OneStream, Inc.
191 N. Chester Street
Birmingham, Michigan 48009
Re: OneStream, Inc.
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280573
Dear Tom Shea:
We have reviewed your registration statement and have the following
comment.
Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Key Metrics, page 108
1. We note that you present Key Metrics and non-GAAP measures prior to your
discussion
of GAAP results and financial condition. Please revise MD&A to balance
the presentation
to discuss GAAP measures prior to your discussion of Key Metrics and
Non-GAAP
measures. See the Division's C&DI on non-GAAP financial measures,
Question
102.10(a) for guidance.
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.
July 9, 2024
Page 2
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 202-551-5176 or Matthew Derby at 202-551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology