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January 15, 2020
Dean Hager
Chief Executive Officer
Juno Topco, Inc.
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
Re: Juno Topco, Inc.
Draft Registration Statement on Form S-1
Submitted December 20, 2019
CIK No. 0001721947
Dear Mr. Hager:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary
Industry Background, page 2
1. Please revise to clearly state whether you have any exclusive agreements
or arrangements
with Apple as a customer or channel partner. To the extent that your
business operations
are not directly correlated to the corporate operations of Apple, please
revise your
discussion of Apple's corporate history and background to focus on
Jamf's business
performance.
Our Relationship with Apple, page 7
2. Please discuss the material terms of the agreements that you have with
Apple including
Dean Hager
FirstName LastNameDean Hager
Juno Topco, Inc.
Comapany NameJuno Topco, Inc.
January 15, 2020
January 15, 2020 Page 2
Page 2
FirstName LastName
the term and termination provisions. To the extent that you are
substantially dependent on
your relationship with Apple, please file the agreements as exhibits.
See Item
601(b)(10)(ii)(B) of Regulation S-K.
Our Sponsor, page 10
3. Please discuss the Director Nomination Agreement that you will enter
into with Vista in
connection with this offering and identify the directors who will
serve as the Vista
nominees.
Risk Factors
Risks Relating to Our Business
We derive a substantial portion of our revenue from one product, page 24
4. Please provide additional context regarding your statement that sales
of subscriptions to
your Jamf Pro product accounted for a substantial portion of you
revenue by disclosing
the amount or percentage of your revenue derived from your Jamf Pro
product.
Selected Consolidated Financial Data
Non-GAAP Financial Measures, page 74
5. We note your measure of Non-GAAP Gross Profit appears to exclude the
amortization of
developed technology. Please revise to further explain why you believe
the measure is
useful to investors and how it is useful when evaluating your "core"
operating
performance. In this regard, we note that developed technology assets
would appear to
contribute to revenue generation.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 79
6. Please revise to disclose the actual dollar-based net retention rate
for each of the last seven
fiscal quarters and discuss any significant fluctuations in such
rates.
Critical Accounting Policies
Stock-Based Compensation, page 88
7. Please revise to expand your disclosures regarding the methods that
management used to
determine the fair value of the company's stock, the nature of the
material assumptions
involved and the extent to which the estimates are considered highly
complex and
subjective. Further, disclose that the estimates will not be necessary
to determine the fair
value of the new awards once the underlying shares begin trading.
8. Please provide us with a breakdown of all stock-based compensation
awards granted in
2019 and the fair value of the underlying common stock used to value
such awards. To the
extent there were any significant fluctuations in the fair values from
period-to-period,
Dean Hager
Juno Topco, Inc.
January 15, 2020
Page 3
please describe for us the factors that contributed to these
fluctuations, including any
intervening events within the company or changes in your valuation
assumptions or
methodology. Please continue to update this analysis through
effectiveness of the
registration statement.
Business
Overview, page 92
9. We note your statement that your net promoter score significantly
exceeds industry
averages. Please disclose your net promoter score and clarify the
method by which you
calculate your net promoter score. Explain how management uses this
score to monitor or
manage your business. Disclose any underlying assumptions and
limitations in how the
score is calculated or used.
10. You disclose that your customers include "many highly recognizable
brands and
organizations" including some of the largest global technology
companies and largest U.S
banks. Please explain whether these customers are representative of
your overall
customer base or together represent a material portion of your
revenue.
Sales and Marketing, page 106
11. Please disclose the percentage of your sales that are facilitated by
Apple Inc.
Underwriting, page 149
12. Please disclose the exceptions to the lock-up agreements.
Item 16. Exhibits and Financial Statement Schedules, page II-3
13. Please file the consent of Vanson Bourne as an exhibit to your
registration statement as
required by Securities Act Rule 436.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
15. Please disclose the source of the following assertions in your
prospectus.
FirstName LastNameDean Hager Apple ecosystem management for the enterprise; and
You are the standard in
Comapany Jamf Nation is the world's largest online community of IT
professionals exclusively
NameJuno Topco, Inc.
January 15,focused on Apple in the enterprise.
2020 Page 3
FirstName LastName
Dean Hager
FirstName LastNameDean Hager
Juno Topco, Inc.
Comapany NameJuno Topco, Inc.
January 15, 2020
Page 4
January 15, 2020 Page 4
FirstName LastName
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at 202-551-3408 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Alexander M. Schwartz