View:
United States securities and exchange commission logo
August 6, 2021
Guo Xiao
Chief Executive Officer
Turing Holding Corp.
200 East Randolph St
25th Floor
Chicago, IL 60601
Re: Turing Holding
Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 26,
2021
CIK No. 0001866550
Dear Mr. Xiao:
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. Unless we note otherwise, our references to prior comments are
to comments in our
July 9, 2021 letter.
Draft Registration Statement on Form S-1
Summary Consolidated Financial and Other Data, page 13
1. We note from your
revised disclosures in response to comment 17 that the Board expects
to modify the terms of
the performance vesting options to allow for all such awards to vest
upon completion of this
offering. To the extent this modification is approved, please
revise the numerator to
your pro forma per share calculations to include an adjustment for
the amount of
compensation expense that will be recorded upon the offering. Refer to
Article 11-01(a)(8) of
Regulation S-X. Also, ensure that you include a quantified
discussion of this
modification, as well as any revisions to the SARS awards, in your
Guo Xiao
FirstName LastNameGuo Xiao
Turing Holding Corp.
Comapany
August NameTuring Holding Corp.
6, 2021
August
Page 2 6, 2021 Page 2
FirstName LastName
subsequent events footnote disclosures once approved. Similarly refer
to ASC 855-10-50-
2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operational and Business Metrics, page 52
2. We note your revised disclosures in response to prior comment 6
include a discussion of
the reasons for the change in net income only. However, for non-GAAP
purposes you
separately discuss the reasons for the change in both adjusted EBITDA
and adjusted
EBITDA margin. Please revise to also discuss the reasons for the
change in net income
margin pursuant to Item 10(e)(1)(i) of Regulation S-K and Question
102.10 of the non-
GAAP C&DIs.
Results of Operations, page 56
3. We note your revised disclosures in response to prior comment 12.
While we note that the
majority of your total revenue each period is generated from recurring
clients or those
expanding usage of your services, it is not clear whether the majority
of your revenue
growth was from such customers. In this regard, it appears from our
calculations that the
majority of growth was from new customers in fiscal 2020 and existing
customers in the
first quarter of 2021. Please revise to further clarify in quantified
terms the revenue
growth from new versus existing customers.
4. Tell us whether management uses any metrics such as expansion or
retention rates to
measure your ability to retain and grow existing customers. If so,
please revise to include
a quantified discussion of such measures and discuss any significant
fluctuations. Refer to
SEC Release No. 33-10751.
Note 2. Summary of Significant Accounting Policies
Segments, page F-7
5. We note from your revised disclosures in response to prior comment 13
that the United
States does not comprise all of your revenue in North America. As
such, please
revise your financial statement footnotes to disclose revenue from
external customers
attributed to your country of domicile. Also, tell us your
consideration to separately
disclose revenue from other countries such as China, United Kingdom
and Germany.
Similarly, disclose the long-lived assets located in your country of
domicile and any
material assets held in an individual foreign country. In your
response, clarify how you
assess materiality for purpose of these disclosures. Refer to ASC
280-10-50-41.
Note 11. Stock-based Compensation, page F-48
6. We note your response to prior comment 19. Please clarify for us why
the value of the
underlying common stock used to determine the fair value for your time
vesting and
performance vesting stock options differed for grants made on the same
date. Tell us how
such valuations compare to the fair value of your common stock used
for purposes of
Guo Xiao
Turing Holding Corp.
August 6, 2021
Page 3
determining additional compensation and distribution of retained
earnings in the tender
offer of your common shares. Also, tell us your consideration to
include a discussion of
the methodologies, assumptions and estimates used to determine the
fair value of your
common stock in your critical accounting policy disclosures.
General
7. We note that you include graphics in the forefront of your
registration statement and that
you include revenue information. Please balance your disclosure by
providing net income
(loss) information for the periods presented. For guidance, refer to
Securities Act Forms
C&DI 101.02.
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.
FirstName LastNameGuo Xiao Sincerely,
Comapany NameTuring Holding Corp.
Division of
Corporation Finance
August 6, 2021 Page 3 Office of
Technology
FirstName LastName