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United States securities and exchange commission logo
November 5, 2020
Thomas M. Siebel
Chief Executive Officer
C3.ai, Inc.
1300 Seaport Blvd, Suite 500
Redwood City, CA 94063
Re: C3.ai, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
23, 2020
CIK No. 0001577526
Dear Mr. Siebel:
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. References to prior comments are to those in our letter dated
October 15, 2020.
Draft Registration Statement on Form S-1
Cover Page
1. We note your response
to prior comment 1. Please disclose on the cover page that you
will qualify as a
controlled company following the offering but that you do not intend
to rely on any
available corporate governance exemptions.
Prospectus Summary, page 1
2. In response to prior
comment 2, you state that the calculated economic benefit to your
customers is based on
your internal estimates and feedback from your customers. Please
disclose the underlying
assumptions and limitations of your data. Discuss the number of
customers that were
surveyed and the time period in which the feedback was collected.
Thomas M. Siebel
C3.ai, Inc.
November 5, 2020
Page 2
Discuss how you calculated the internal estimates, the time period for
your projections,
and whether the projections reflect the economic benefit to all
customers or are limited to
your lighthouse customers.
3. Please quantify the portion of your revenue attributable to lighthouse
customers. Confirm
that the customers listed in the chart on page 3 are current
lighthouse customers.
4. Please provide appropriate context regarding your revenue growth chart
on page 2 by
disclosing the net loss for each period that you present in the chart.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metric, page 64
5. We have reviewed your response to prior comment 7. The RPO for Baker
Hughes
appears to be important and material information necessary for an
understanding and
evaluation of the Company and this metric. Please tell us why you do
not intend to report
RPO for Baker Hughes and by customer in your future filings. We refer
you to Section
III.B of SEC Interpretive Release 33-8350.
Grow Our Go-to-Market and Partnership Ecosystem, page 66
6. It is not readily clear how the July 31, 2020 Baker Hughes' minimum
revenue
commitments of $270.9 million disclosed on page 66 reconciles to the
June 2020 annual
commitments as modified disclosed on the same page. Please advise or
revise.
Business
Outsized Average Total Contract Value, page 99
7. We have reviewed your response to prior comment 6. Please clarify the
difference
between outsized average total contract value and average new
contract value . Please
similarly revise to clarify the difference on page 3 of the filing.
Business
Sales Alliances, page 123
8. You disclose in this section that you have recently entered into a
strategic alliance
with Fidelity National Information Systems and a partnership with
Microsoft and Adobe.
Please tell us what consideration you have given to filing your
agreements with
these companies as exhibits. Refer to Item 601(b)(10)(i)(A) of
Regulation S-K.
Index to Consolidated Financial Statements, page F-1
FirstName LastNameThomas M. Siebel
9. In view of the materiality of the Baker Hughes related party
transactions, revise to state
Comapany NameC3.ai,on
the transactions Inc.
the face of the consolidated balance sheets,
consolidated statements of
operations
November 5, 2020and cash
Page 2 flows. See Rule 4-08(k) of Regulation S-X.
FirstName LastName
Thomas M. Siebel
FirstName
C3.ai, Inc. LastNameThomas M. Siebel
Comapany 5,
November NameC3.ai,
2020 Inc.
November
Page 3 5, 2020 Page 3
FirstName LastName
General
10. Please provide us with a breakdown of all stock options granted during
the year preceding
the most recent balance sheet date and include the fair value of the
underlying common
stock used to value such awards as determined by your board of
directors. To the extent
there were any significant fluctuations in the fair values from
period-to-period, please
describe for us the factors that contributed to these fluctuations,
including any intervening
events within the company or changes in your valuation assumptions or
methodology.
Please also address any difference between the most recent fair values
and the midpoint of
your IPO offering range.
You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Craig
Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on
the financial
statements and related matters. Please contact Matthew Crispino, Staff
Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Calise Cheng