Correspondence 0001193125-25-003006 from ZUORA INC (ZUO) (CIK 0001423774)
ZUORA INC (ZUO) (CIK 0001423774)
Date: Jan. 7, 2025 · CIK: 0001423774 · Accession: 0001193125-25-003006
AI Filing Summary & Sentiment
File numbers found in text: 001-38451
Referenced dates: December 23, 2024
Letter
Freshfields US LLP
Silicon Valley
855 Main Street
Suite 300
Redwood City, CA 94063
T +1 650 618 9250
www.freshfields.com
January 7, 2025
VIA EDGAR
Re: Zuora, Inc.
Form 10-K for the fiscal year ended January 31, 2024
File No. 001-38451
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology 100 F Street, N.E. Washington, D.C. 20549
Attn: Brittany Ebbertt
Kathleen Collins
Ladies and Gentlemen:
On behalf of our client, Zuora, Inc. (the “Company”), this letter sets forth the Company’s response to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company’s above-referenced Form 10-K (the “10-K”) contained in the Staff’s letter dated December 23, 2024 (the “Comment Letter”). For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to the comment.
Form 10-K for the year ended January 31, 2024
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted Free Cash Flow, page 58
1. We note your adjustments for shareholder litigation (shareholder matters) and acquisition-related costs appear to represent charges or liabilities that required, or will require, cash settlement. Please tell us how you considered Item 10(e)(ii)(A) of Regulation S-K which prohibits the exclusion of cash settled items from a non-GAAP liquidity measure or revise to remove these adjustments.
Response: The Company respectfully acknowledges the Staff’s comment. In accordance with the Staff’s comment, in any future filings to which Item 10(e)(ii)(A) of Regulation S-K applies, the Company will exclude adjustments for charges or liabilities that required, or will require, cash settlement.
Securities and Exchange Commission
January 7, 2025
Page 2
***
If you have any questions or comments with respect to this matter, please contact the undersigned at (650) 618-9243 or at the address given in the letterhead above.
Very truly yours,
/s/ Sarah K. Solum
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CORRESP 1 filename1.htm CORRESP Freshfields US LLP Silicon Valley 855 Main Street Suite 300 Redwood City, CA 94063 T +1 650 618 9250 www.freshfields.com January 7, 2025 VIA EDGAR Re: Zuora, Inc. Form 10-K for the fiscal year ended January 31, 2024 File No. 001-38451 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Brittany Ebbertt Kathleen Collins Ladies and Gentlemen: On behalf of our client, Zuora, Inc. (the “Company”), this letter sets forth the Company’s response to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company’s above-referenced Form 10-K (the “10-K”) contained in the Staff’s letter dated December 23, 2024 (the “Comment Letter”). For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to the comment. Form 10-K for the year ended January 31, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Adjusted Free Cash Flow, page 58 1. We note your adjustments for shareholder litigation (shareholder matters) and acquisition-related costs appear to represent charges or liabilities that required, or will require, cash settlement. Please tell us how you considered Item 10(e)(ii)(A) of Regulation S-K which prohibits the exclusion of cash settled items from a non-GAAP liquidity measure or revise to remove these adjustments. Response: The Company respectfully acknowledges the Staff’s comment. In accordance with the Staff’s comment, in any future filings to which Item 10(e)(ii)(A) of Regulation S-K applies, the Company will exclude adjustments for charges or liabilities that required, or will require, cash settlement. Securities and Exchange Commission January 7, 2025 Page 2 *** If you have any questions or comments with respect to this matter, please contact the undersigned at (650) 618-9243 or at the address given in the letterhead above. Very truly yours, /s/ Sarah K. Solum Sarah K. Solum Enclosures cc: Andrew M. Cohen Todd McElhatton 2/2