March 14, 2024

 

Via EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:	Mariam Mansaray
	Jan Woo
	Claire DeLabar
	Robert Littlepage
Re:	OneStream, Inc.
	Draft Registration Statement on Form S-l
	Submitted February 7, 2024
	CIK No. 0001889956

 

Ladies and Gentlemen:

 

On behalf of our client, OneStream, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 7, 2024, relating to the above-referenced Draft Registration Statement on Form S-1 (the “Registration Statement”). On behalf of the Company, we are concurrently submitting on a confidential basis via EDGAR a revised draft of the Registration Statement (“Amendment No. 1”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings below (which are references to the Registration Statement), all page references herein correspond to the pages of Amendment No. 1.

Prospectus Summary, page 1

 

In response to the Staff’s comment, the Company has revised the disclosure on page 12. To the extent necessary, the Company undertakes to update this disclosure further in a subsequent amendment to the Registration Statement as the details of the Reorganization Transactions are finalized prior to the completion of this offering.

In addition, the Company respectfully notes that each beneficial owner of more than 5% of its Class C common stock and Class D common stock will be identified in the table on page 165 in the section titled “Principal and Selling Stockholders” in a subsequent amendment to the Registration Statement. As explained on page 12, immediately following the Reorganization Transactions, the Continuing Members will hold Class C common stock and the Former Members will hold Class D common stock.

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In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 49 and 127. The Company advises the Staff that it believes the Risk Factors section as revised in Amendment No. 1 adequately addresses the material risks specific to its use of open source software in certain aspects of its AI-enabled solutions and applications. The Company undertakes to update the Risk Factors further in a subsequent amendment to the Registration Statement to the extent it deems appropriate and necessary prior to the completion of this offering.

Risk Factors

“Our ability to pay taxes and expenses, including payments under the TRA, might be limited by our structure.”, page 55

In response to the Staff’s comment, the Company has revised the disclosure on pages 59 and 161.

Use of Proceeds, page 77

In response to the Staff’s comment, the Company has revised the disclosure on pages 18 and 79.

Business, page 110

 

In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 115.

Financial Statements

Notes to Consolidated Financial Statements

Deferred Offering Costs, page F-13

 

The Company refers the Staff to the disclosure on pages 105 and F-13, which explains that the Company impaired the previously capitalized deferred offering costs during the first quarter of 2023. The Company advises the Staff that its decision to abort the prior offering was not made until after the consolidated financial statements of OneStream Software LLC as of and for the year ended December 31, 2022 were available for issuance on February 17, 2023.

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General

The Company acknowledges the Staff’s comment and undertakes to provide the Staff on a supplemental basis with all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act.

* * *

Please direct any questions regarding the Company’s responses or Amendment No. 1 to me at (206) 883-2563 or vnilsson@wsgr.com.

 

		Sincerely,
		WILSON SONSINI GOODRICH & ROSATI
		Professional Corporation
		/s/ Victor Nilsson
		Victor Nilsson
cc:	Thomas Shea, OneStream, Inc.
	Holly Koczot, OneStream, Inc.
	Allison B. Spinner, Wilson Sonsini Goodrich & Rosati, P.C.
	Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, P.C.
	Tad J. Freese, Latham & Watkins LLP
	Sarah B. Axtell, Latham & Watkins LLP

 

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