View:
United States securities and exchange commission logo
July 9, 2021
Guo Xiao
Chief Executive Officer
Turing Holding Corp.
200 East Randolph St
25th Floor
Chicago, IL 60601
Re: Turing Holding
Corp.
Draft Registration
Statement of Form S-1
Submitted June 14,
2021
CIK No. 0001866550
Dear Mr. Xiao:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. For context, please
disclose your average annual revenue per employee for the year ended
December 31, 2019.
2. Please disclose the
basis for your statement that you are a leading global technology
consultancy. Clarify
the criteria on which you based this statement, such as revenue or
number of customers or
market share. Also, disclose the basis for your statement that you
are a "pioneer of many
of the innovative trends that underpin modern digital businesses."
Guo Xiao
Turing Holding Corp.
July 9, 2021
Page 2
Our Principal Stockholder, page 10
3. Please briefly describe the Director Nomination Agreement and file
this agreement as an
exhibit to your registration statement. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
4. Please include a brief discussion of the $325 million dividend
declared in April 2021 and
include corresponding disclosure in the related parties section. Refer
to Item 404(a) of
Regulation S-K.
Summary Consolidated Financial and Other Data, page 14
5. Please revise your pro forma per share information to give effect to
the number of shares
whose proceeds will be used to pay the $325.0 million dividend
declared in April 2021.
Refer to SAB Topic 1.B.3. Also revise revise your presentation here,
and in the
Capitalization table, to reflect this dividend payment in the pro
forma as adjusted balance
sheet data.
6. Please revise to disclose Net Income Margin, the most directly
comparable measure for
Adjusted EBITDA Margin, here and throughout the filing where Adjusted
EBITDA
Margin is presented. Further, include a discussion of the change in
Net Income Margin
with greater prominence than your discussion of the change in Adjusted
EBITDA Margin
on page 53. Refer to Item 10(e)(1)(i) of Regulation S-K and Question
102.10 of the non-
GAAP C&DIs.
Risk Factors
We face risks associated with having a long selling and implementation
cycle..., page 26
7. Please disclose the average length of your sales cycle.
Risks Related to our Indebtedness, page 31
8. Please disclose the expected debt service obligation related to your
term loan.
Use of Proceeds, page 43
9. We note that you may use some of the proceeds from this offering to
repay certain
indebtedness. To the extent the company intends to do so, please
disclose the interest rate
and maturity of such indebtedness. Refer to Instruction 4 to Item 504
of Regulation S-K.
Capitalization, page 45
10. You present Class A common stock with zero shares authorized, issued
and outstanding
on an as adjusted and as further adjusted basis; however, Class A
common stock does not
FirstName LastNameGuo Xiao
appear to be included in the Offering Reorganization Transactions
defined on page ii.
Comapany NameTuring
Please revise yourHolding Corp.
disclosures throughout to explain what will happen
to the Class A
common stock
July 9, 2021 Page 2 outstanding as of March 31, 2021 prior to or concurrent
with the offering.
FirstName LastName
Guo Xiao
FirstName LastNameGuo Xiao
Turing Holding Corp.
Comapany
July 9, 2021NameTuring Holding Corp.
July 9,3 2021 Page 3
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Performance, page 49
11. Please revise to include the percentage of revenue derived from
recurring clients for each
period presented to provide context to your discussion.
Results of Operations, page 55
12. You state that your ability to retain and expand client relationships
and acquire new
clients are key factors affecting your performance. Please revise to
separately quantify the
revenue contribution or the percentage change in revenue attributable
to new versus
existing customers for each period presented. Refer to Item 303 of
Regulation S-K and
Section III.D of SEC No. Release No. 33-6835.
13. We note you present revenue by industry and geographic markets. Please
expand these
disclosures to discuss significant fluctuations in revenue by the
various industries and
geographic markets for the periods presented.
14. There are various instances throughout your results of operations
discussion where you
cite two or more factors as contributing to the variance in a certain
line item. For example,
you state the increase in cost of revenues from March 31, 2020 to
March 31, 2021 was
primarily driven by an increase in stock-based compensation expense,
contractor fees and
payroll costs, partially offset by reduced travel costs. Please revise
throughout to quantify
each material factor including any offsetting factor that contributed
to such change. In
addition, you should remove vague terms such as "primarily" in favor
of specific
quantification.
Business, page 70
15. We note your statement on page 32 that you rely on a combination of
copyright,
trademark, patent and unfair competition laws, as well as intellectual
property assignment
and confidentiality agreements and other methods to protect your
intellectual property
rights. Please include a discussion in this section about your
intellectual property,
including any patents and trademarks.
Underwriting, page 121
16. Please disclose the exceptions to the lock-up agreements with your
officers, directors and
existing stockholders.
Guo Xiao
FirstName LastNameGuo Xiao
Turing Holding Corp.
Comapany
July 9, 2021NameTuring Holding Corp.
July 9,4 2021 Page 4
Page
FirstName LastName
Notes to Consolidated Financial Statements
Note 11 Stock-Based Compensation, page F-24
17. You disclose that the performance vesting options vest, which depend
upon a sponsor
return, and the performance conditions associated with vesting of
these awards were not
considered probable of occurring as of December 31, 2020. Please
revise to disclose
whether and under what circumstances the completion of this initial
public offering would
result in the performance conditions being met.
18. You disclose the stock appreciation rights plan enables employees to
participate in the
growth in the equity value of the company in the event of a future
liquidity event. Please
revise to disclose what these future liquidity events entail and
whether they include
completion of this initial public offering.
19. Please provide us with a breakdown of all share-based compensation
awards granted to
date in 2021. Provide the fair value of the underlying common stock
used to value each
award, including the stock appreciation rights. To the extent there
was any significant
fluctuations in the fair values, describe for us the factors that
contributed to such
fluctuations, including any intervening events within the company or
changes in your
valuation assumptions or methodology. Please continue to update this
analysis through
effectiveness of the registration statement. Also, disclose any
share-based issuances
subsequent to the most recent balance sheet date and the expected
financial statement
impact in your subsequent event footnote, if material. Refer to ASC
855-10-50-2.
Notes to the Condensed Consolidated Financial Statements (Unaudited), page F-38
20. Please revise to disclose any activity in the Stock Option Plan or the
Stock Appreciation
Right Plan. Also, disclose whether the performance conditions related
to the performance
vesting stock options and the future liquidity events related to the
stock appreciation rights
are considered probable of occurring as of March 31, 2021.
General
21. 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.
Guo Xiao
FirstName LastNameGuo Xiao
Turing Holding Corp.
Comapany
July 9, 2021NameTuring Holding Corp.
July 9,5 2021 Page 5
Page
FirstName LastName
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,
Division of
Corporation Finance
Office of Technology