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United States securities and exchange commission logo
July 21, 2020
Dustin Moskovitz
President, Chief Executive Officer, and Chair
Asana, Inc.
1550 Bryant Street, Suite 200
San Francisco, CA 94103
Re: Asana, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted July 2,
2020
CIK No. 0001477720
Dear Mr. Moskovitz:
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.
Amendment No. 3 to Draft Registration Statement on Form S-1
Risk Factors
If we are unable to attract new customers..., page 19
1. Here you discuss
certain effects of COVID-19 on your business and note that you may
continue to experience
a reduction in renewal rates. Either here or in your MD&A, please
disclose any material
reductions in renewal rates that you have experienced and provide a
quantitative and
qualitative discussion of these reductions.
Selected Consolidated Financial Data, page 57
2. We note that you
disclose Non-GAAP Financial Measures for Non-GAAP loss from
operations, Non-GAAP
net loss and Free Cash Flow. We also note that you include
Dustin Moskovitz
FirstName
Asana, Inc.LastNameDustin Moskovitz
Comapany
July NameAsana, Inc.
21, 2020
July 21,
Page 2 2020 Page 2
FirstName LastName
GAAP loss from operations and GAAP net loss in the table. Please
revise to include
GAAP Cash Flows from Operating Activities in the table. Please also
revise the
disclosure on page 14 accordingly.
Business
Our Customers, page 108
3. We note your customer case studies. For each customer identified,
please supplementally
provide their consents to being identified in the prospectus.
Description of Capital Stock, page 141
4. Please advise whether any of your restricted stock units vest at the
time of your direct
listing. If so, tell us whether these holders are expected to sell
concurrently with your
listing to cover any expected tax liabilities.
Plan of Distribution, page 156
5. We note that your financial advisors are expected to provide the DMM
with the
company's fair value per share, as determined by the company's most
recently completed
independent common stock valuation report. Clarify how this report
relates to the
estimated fair value determinations by your board of directors used to
restrict the sales
prices of your common stock between March 16, 2020 and the present.
General
6. We note numerous references (pages 41 and 156) to how the DMM may
consult with and
receive input from multiple financial advisors (e.g., . . .
the DMM may also consult
with our other financial advisors and on that same page, . . .
our other financial advisors
are expected to provide input to the DMM regarding their understanding
of the ownership
of our outstanding common stock and prelisting selling and buying
interest, after
consultation with certain institutional investors (which may include
certain of the
Registered Stockholders) . . . . and certain of our other financial
advisors, in their capacity
as financial advisors to the Company, and who are available to consult
with the DMM . .
.. ) However, under the rules of the NYSE, the DMM is permitted to
consult with/use
only one financial advisor (not multiple financial advisors) in
connection with the
pricing/opening of the direct listing. Please revise accordingly. We
note that the use of a
single financial advisor is noted on the prospectus cover page, which
states, [b]ased on
such orders, the designated market marker will determine an opening
price for our Class A
common stock in consultation with a financial advisor pursuant to
applicable NYSE rules.
7. Please advise whether the Company, the financial advisors, associate
financial advisors,
the Registered Stockholders, and any affiliated persons, each intend
to rely on, and will
conduct their activities in connection with the proposed direct
listing within the scope of
and in accordance with the representations/terms set forth in the
Spotify Technology S.A.
No-Action Letter under Regulation M (March 23, 2018) (the Spotify
Letter ). If they
Dustin Moskovitz
Asana, Inc.
July 21, 2020
Page 3
intend to rely on the Spotify Letter, please explain how the disclosure
. . . after
consultation with certain institutional investors (which may include
certain of the
Registered Stockholders . . . is not inconsistent with the
representations set forth in the
Spotify Letter. Also, there is a statement on page 43 that . . . we
have not consulted with
Registered Stockholders or other existing stockholders regarding their
desire or plans to
sell shares in the public market following the listing or discussed with
potential investors
their intentions to buy our Class A common stock in the open market.
Please clarify
whether this statement is also applicable to financial advisors and
associate financial
advisors.
8. Please note that any possible selling activity by the Registered
Stockholders where there s
excessive compensation (i.e., . . . or commissions as to particular
broker-dealers may be
in excess of those customary in the types of transactions involved as
stated on page 157)
to be paid to broker-dealers to facilitate such selling would appear to
be inconsistent with
the second bullet point representation set forth in the Spotify Letter,
i.e., the requirement
that the ordinary brokerage transactions by the Registered Shareholders
be made into an
independent market (i.e., one not dominated or controlled by the
Company or its
financial advisors and without any special selling efforts/selling
methods). Please revise
accordingly or, alternatively, explain how the Company, the Financial
Advisors, the
Registered Stockholders intend to comply with the trading restrictions in
Regulation M in
light of their inability to rely on the Spotify Letter.
9. Please revise the statement on page 39, which currently reads,
Additionally, because
there are no underwriters, there is no underwriters option to purchase
additional shares to
help stabilize, maintain, or affect the public price of our common stock
on Nasdaq
immediately after the listing.
You may contact Joan Collopy at 202-551-5743 or Elizabeth Sandoe at
202-551-5736 in
our Division of Trading and Markets if you have questions regarding comments
appearing under
"General." Please contact Claire Delabar at 202-551-3349 or Robert Littlepage
at 202-551-3361
if you have any questions on the financial statements or related matters.
Please contact Jeff
Kauten at 202-551-3774 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
FirstName LastNameDustin Moskovitz
Division of
Corporation Finance
Comapany NameAsana, Inc.
Office of
Technology
July 21, 2020 Page 3
cc: Calise Y. Cheng, Esq.
FirstName LastName