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United States securities and exchange commission logo
September 30, 2021
David McJannet
Chief Executive Officer
HashiCorp, Inc.
101 Second Street, Suite 700
San Francisco, CA 94105
Re: HashiCorp, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September
17, 2021
CIK No. 0001720671
Dear Mr. McJannet:
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. Our references to prior comments refer to comments in our
August 26, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
September 17, 2021
Summary Consolidated Financial Data, page 17
1. Please tell us how you
determined the pro forma adjustments for stock-based
compensation expense
related to RSUs and clarify whether such adjustments represent the
amount of compensation
expense that will be recorded immediately following the offering
for those RSUs that
will satisfy both the performance and service conditions upon
effectiveness. In this
regard, it is unclear why these adjustments would equal the amount
of unrecognized
compensation expense for the performance RSUs at January 31 and July
31, 2021 as it would
appear that not all awards will have met the service condition at the
time of the offering.
Make similar revisions to your pro forma balance sheet adjustments
and capitalization
information, as necessary. Refer to Article 11-02(a)(6) of Regulation S-
David McJannet
FirstName
HashiCorp,LastNameDavid McJannet
Inc.
Comapany 30,
September NameHashiCorp,
2021 Inc.
September
Page 2 30, 2021 Page 2
FirstName LastName
X.
Legal Proceedings, page 138
2. On page F-24, you note that you are facing a patent infringement
lawsuit and are currently
unable to predict the likelihood of success of the entity's
infringement claims. To the
extent this is material pending legal proceeding, please revise to
disclose the information
required by Item 103 of Regulation S-K.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
3. We note your response to prior comment 8. Please revise to disclose
product revenue for
your term licenses separately from your service revenue in order to
comply with Rule 5-
03(b) of Regulation S-X. Also, explain further how your response,
which indicates that
you do not separately evaluate or allocate costs for software licenses
from the related
support, compares to your disclosures that indicate you estimate
relative SSP for your
performance obligation using an "expected cost-plus margin approach,"
and clarify why
you are unable to provide a breakdown of costs between product and
services on the face
of your financial statements.
Notes to Consolidated Financial Statements
Note 7. Commitments and Contingencies, page F-23
4. You state that you are unable to predict the likelihood of success of
the recent patent
infringement claims brought against the company. However, you also
state that the
company believes there was not a reasonable possibility that you had
incurred a material
loss with respect to your loss contingencies. Please clarify whether
such assertion relates
to the recent patent litigation or revise as necessary. In this
regard, ensure that your
disclosures clearly address whether there is at least a reasonable
possibility a loss has been
incurred in excess of amounts accrued and if so, disclose an estimate
of such loss or range
of loss or state that such an estimate cannot be made. Refer to ASC
450-20-50-3 and 50-
4.
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
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 Mitchell
Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
David McJannet
HashiCorp, Inc.
September 30, 2021
FirstName
Page 3 LastNameDavid McJannet
Comapany NameHashiCorp, Inc.
Office of Technology
September 30, 2021 Page 3
cc: Michael Coke, Esq.
FirstName LastName