Calise Y. Cheng
+1 650 843 5172
ccheng@cooley.com
April 20, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C. 20549
| Attn: | Mitchell Austin, Staff Attorney |
| Larry Spirgel, Office Chief |
| Claire DeLabar, Staff Accountant |
| Robert Littlepage, Accounting Branch Chief |
| Re: | Asana, Inc. |
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 18, 2020
CIK No. 0001477720
Ladies and Gentlemen:
On behalf of Asana, Inc. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated March 30, 2020 with respect to the Company’s amended Draft Registration Statement on Form S-1, confidentially submitted on March 18, 2020. The Company is concurrently and confidentially submitting a revised draft Registration Statement on Form S-1, which includes changes that reflect the responses to the Comment (the “Registration Statement”).
Set forth below is the Company’s response to the Comment. Page references in the text of the Company’s response correspond to the page numbers of the Registration Statement, as submitted on the date hereof.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Benefits of Our Solution, page 6
| 1. | Please revise to clarify that this statement is based on a customer survey you commissioned and customer case studies you conducted. Additionally, please revise here or elsewhere to provide context for the survey, including a discussion of the number of customers you surveyed, the number that responded and some type of quantification of the number that responded in a way that supports this statement. |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
U.S. Securities and Exchange Commission
April 20, 2020
Page Two
In response to the Staff’s comment, the Company has revised the disclosures on pages 6 and 83 of the Registration Statement to refer to the Company’s commissioned customer survey, as well as to provide additional context regarding the number of survey respondents and responses.
* * *
Please contact me at (650) 843-5172 with any questions or further comments regarding our responses to the Staff’s Comments.
Sincerely,
/s/ Calise Y. Cheng
Calise Y. Cheng
| cc: | Dustin Moskovitz, Asana, Inc. |
Tim Wan, Asana, Inc.
Eleanor Lacey, Asana, Inc.
David J. Segre, Cooley LLP
Jon C. Avina, Cooley LLP
Stephen J. Venuto, Orrick, Herrington & Sutcliffe LLP
William L. Hughes, Orrick, Herrington & Sutcliffe LLP
Niki Fang, Orrick, Herrington & Sutcliffe LLP
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com