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United States securities and exchange commission logo
August 27, 2021
Guo Xiao
Chief Executive Officer
Turing Holding Corp.
200 East Randolph St
25th Floor
Chicago, IL 60601
Re: Turing Holding
Corp.
Registration
Statement on Form S-1
Filed August 20,
2021
File No. 333-258985
Dear Mr. Xiao:
We have reviewed your 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
August 6, 2021 letter.
Registration Statement on Form S-1
Summary Consolidated Financial and Other Data, page 14
1. We note your revised
disclosure in response to prior comment 1. Please address the
following:
Tell us why you
believe the performance options should be included in the pro forma
weighted average
shares outstanding as the exercise of such options does not appear
to be a
transaction related to the offering. Refer to Article 11-02(a)(6) of Regulation
S-X.
Explain why you are
including restricted stock units in shares outstanding after the
offering. In this
regard, clarify when these shares will be issued and outstanding.
Guo Xiao
Turing Holding Corp.
August 27, 2021
Page 2
Once the modification has been approved, ensure that you include a
quantified
discussion of these modifications in your subsequent events footnote
disclosures.
Refer to ASC 855-10-50-2.
Considering there are several adjustments impacting your pro forma
per share
calculations, revise to include a tabular reconciliation of both the
numerator and
denominator used in such calculations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Performance, page 50
2. We note your added measure of net dollar retention rate in response to
prior comment 4.
Please revise to include a discussion regarding the reasons for the
variability in such rate.
In this regard, we note the net dollar retention rate decreased from 118%
for fiscal 2019 to
102% for fiscal 2020 and then increased to 127% for the first half of
2021.
Quarterly Results of Operations and Key Metrics
Summary Comparison of Three Months Ended June 30, 2021 with the Three Months
Ended June
30, 2020, page 67
3. Please revise your disclosures here to discuss net income and net income
margin with
greater prominence than adjusted EBITDA and adjusted EBITDA margin. Refer
to Item
10(e)(l)(i) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.
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.
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
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jeff Kauten, Staff Attorney, at (202)
551-3447 with any
other questions.
Sincerely,
FirstName LastNameGuo Xiao
Division of
Corporation Finance
Comapany NameTuring Holding Corp.
Office of
Technology
August 27, 2021 Page 2
cc: Luke R. Jennings
FirstName LastName