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United States securities and exchange commission logo
September 8, 2021
Michael Praeger
Chief Executive Officer
AvidXchange Holdings, Inc.
1210 AvidXchange Lane
Charlotte, NC 28206
Re: AvidXchange
Holdings, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
25, 2021
CIK No. 0001858257
Dear Mr. Praeger:
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
August 13, 2021 letter.
Amendment No. 1 to DRS on Form S-1 submitted August 25, 2021
Prospectus Summary, page 1
1. We note your response
to prior comment 1. We also note your revised cover page
graphics appearing to
indicate that you had 7,000 buyers and 700,000 suppliers in 2020.
In light of your
statement on page 1 that your platform digitized and automated workflows
for more than 7,000
buyers and that you made payments to more than 700,000 suppliers in
the past five years,
please confirm that the cover page graphic statistics refer to your fiscal
2020 period.
Michael Praeger
FirstName LastNameMichael
AvidXchange Holdings, Inc. Praeger
Comapany 8,
September NameAvidXchange
2021 Holdings, Inc.
September
Page 2 8, 2021 Page 2
FirstName LastName
Summary Consolidated Financial and Other Data, page 19
2. Please refer to prior comment 6. Please provide pro forma earnings per
share disclosure
for the automatic conversion of the outstanding shares of preferred
stock other than your
senior preferred stock. Also, confirm that you will provide pro forma
EPS disclosure once
the shares of common stock issuable upon conversion of the redeemable
preferred stock
and convertible common stock is known.
3. We note that footnote (1)(vii) on page 20 includes an adjustment for
stock-based
compensation expense related to RSUs subject to service-based and
performance-based
vesting conditions, which will be satisfied in connection with this
offering. You state on
page F-15 that compensation expense for RSUs is recognized over the
requisite service
period as long as the performance condition in the form of a specified
liquidity event is
probable to occur and according to your disclosures in Note 11, it
appears you recognized
$1,663,000 of compensation expense related to the RSUs granted in
fiscal 2020. Please
explain further how this pro forma adjustment relates to your current
policy disclosures
related to your RSU grants.
Our Business and Revenue Model, page 76
4. We note the revisions made in response to prior comment 11. Please
revise to explain
how you select your cohort of customers for the purposes of this
metric. If you exclude
transactions from customers who were not customers in both periods,
quantify the
percentage of customers excluded from the metric.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Revenues and Operating Expenses, page 82
5. We note that your cost of revenue includes estimates for losses from
leakage that occurs in
treasury operations. Please explain the nature of this expense in
greater detail. Also, tell
us the factors considered when determining it was a cost of revenue
and not contra
revenue or an operating expense.
Our Business, page 101
6. In response to prior comment 15, you identified Comdata as the VCC
service provider
discussed on page 96 and noted that you will file your agreement with
Comdata. Please
also revise your business section to summarize the material terms of
your agreement with
Comdata, such as the term of the agreement, termination provisions and
other material
rights and obligations.
Principal Stockholders, page 153
7. We note your revised disclosure in response to prior comment 16.
Please disclose the
members of the investment committee for Caisse de d p t et placement
du Qu bec and
the individuals who share investment and voting decisions for Ossa
Investments Pte. Ltd.
Michael Praeger
AvidXchange Holdings, Inc.
September 8, 2021
Page 3
Consolidated Financial Statements
Formation of the Business of the Company, page F-8
8. You disclose that "the accompanying consolidated financial statements
present
comparative information for prior periods on a consolidated basis, as if
both AvidXchange
Holdings, Inc and AvidXchange, Inc. were under common control for all
periods
presented." However, the financial statements presented are for
AvidXchange, Inc.
Please revise or advise.
You may contact Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 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
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameMichael Praeger
Division of
Corporation Finance
Comapany NameAvidXchange Holdings, Inc.
Office of Technology
September 8, 2021 Page 3
cc: Brandon J. Bortner, Esq.
FirstName LastName