United States securities and exchange commission logo
July 9, 2020
Brent Bellm
President and Chief Executive Officer
BigCommerce Holdings, Inc.
11305 Four Points Drive
Building II, Third Floor
Austin, TX 78726
Re: BigCommerce
Holdings, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted June 29,
2020
CIK No. 0001626450
Dear Mr. Bellm:
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
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Overview, page 67
1. Please revise to
quantify the changes and trends in revenue associated with the COVID-19
pandemic. In this
regard, disclose the amount that partner and services revenue increased
due to higher ecommerce
activity in connection with the COVID-19 pandemic separately
from the increase
attributable to improved monetization of partner service revenue. In
addition, provide an
indication of how much Enterprise plan sales decreased in March, as
well as the amount of
the improvement in April and May. Also quantify the significant
increases in Essentials
plan sales in March, April, and May.
Brent Bellm
BigCommerce Holdings, Inc.
July 9, 2020
Page 2
Key business metrics, page 71
2. Please update to provide your net revenue retention rate as of March 31,
2020.
Critical accounting policies and estimates
Grants of share-based awards, page 90
3. Please revise to reconcile the number of shares of common stock subject
to options and
restricted stock units granted since January 1, 2019 to the disclosures
in your financial
statements. Also, ensure that your subsequent events disclosure
addresses the restricted
stock units granted after the balance sheet date, including disclosure
of an estimate of the
financial effect, in accordance with ASC 855-10-50-2.
Notes to Consolidated Financial Statements, page F-8
4. Please revise to explain the adjustments to be assumed in your pro forma
balance sheet as
of March 31, 2020.
You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
FirstName LastNameBrent Bellm
Division of
Corporation Finance
Comapany NameBigCommerce Holdings, Inc.
Office of
Technology
July 9, 2020 Page 2
cc: Samer M. Zabaneh
FirstName LastName
