Software & IT Services
25 SEC staff comments and 40 disclosure examples from companies in this industry.
SIC codes included: 7372 Services-Prepackaged Software, 7370 Services-Computer Programming, Data Processing, Etc., 7373 Services-Computer Integrated Systems Design, 7374 Services-Computer Processing & Data Preparation, 7371 Services-Computer Programming Services
Disclosure examples by topic
Software & IT Services: Remaining performance obligations5 examplesSoftware & IT Services: Contingencies & legal proceedings (ASC 450)4 examplesSoftware & IT Services: Critical accounting estimates (MD&A)3 examplesSoftware & IT Services: Revenue disaggregation (ASC 606)3 examplesSoftware & IT Services: Insider trading policies (Item 408(b))2 examplesSoftware & IT Services: Variable interest entities (ASC 810)2 examplesSoftware & IT Services: Cybersecurity (Item 1C)2 examplesSoftware & IT Services: Credit losses (CECL, ASC 326)2 examplesSoftware & IT Services: Business combinations (ASC 805)2 examplesSoftware & IT Services: Segment reporting (ASU 2023-07)2 examplesSoftware & IT Services: Pay versus performance2 examplesSoftware & IT Services: Discontinued operations (ASC 205-20)2 examplesSoftware & IT Services: Risk factors (Item 1A)2 examplesSoftware & IT Services: Income tax disclosures (ASU 2023-09)1 exampleSoftware & IT Services: Restructuring (ASC 420)1 exampleSoftware & IT Services: Key performance indicators & metrics1 exampleSoftware & IT Services: Debt & covenant compliance1 exampleSoftware & IT Services: Stock-based compensation (ASC 718)1 exampleSoftware & IT Services: Crypto assets (ASU 2023-08)1 exampleSoftware & IT Services: Expense disaggregation (ASU 2024-03)1 example
What the SEC staff asked companies in this industry
KPIs, Metrics & Earnings Calls (11)China-Based Issuers (6)MD&A: Results & Known Trends (6)Business Description (Item 101) (5)Auditor & Audit Report (2)ASC 606: Revenue Recognition (2)Risk Factors (2)Income Taxes (1)IFRS & Foreign Private Issuers (1)Exhibits, Certifications & Signatures (1)Funds & BDCs (ASC 946, N-CSR) (1)Segment Reporting (ASC 280) (1)
FiEE, Inc. (FIEE) · 2026-04-30 · · Comment 1 · General Agreed to revise
Staff comment: We note that beginning in March 2025, the Company has derived all its revenues from Hong Kong. Please revise your filing to provide specific and prominent disclosures about the legal and operational risks associated with having your business in this location, consistent with the guidance in our Sample Letter to Companies Regarding China-Specific Disclosures and our Sample Letter to China-Based Companies, which were posted to our website July 17, 2023, and on December 20, 2021. U.S. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the disclosure beginning on page 1 of the Form 10-K/A and beginning on page 4 of the Public Filing Form S-3 to address the legal and operational risks associated with having the Company’s revenue generating business in Hong Kong. Additionally, the Company has revised the disclosure beginning on page 13 of the Form 10-K/A to include risk factors related to doing business in Hong Kong. Please note that the Form 10-K/A is incorporated by reference into the Public Filing Form S-3. U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology If you should… response letter →
Reddit, Inc. (RDDT) · 2026-03-31 · Form 10-K for the Fiscal Year Ended December 31, 2025 Filed February 6, 2026 · Comment 1 · Results of Operations, page 59 Agreed to revise
Staff comment: We note your discussion of financial results and that you attribute the increase in revenues to an "increase in impressions delivered and to a lesser extent, an increase in pricing." Please revise to further describe material changes to a line item for the underlying reasons for such changes in both quantitative and qualitative terms, including the impact of offsetting factors. For example, because “impressions delivered” is identified as your primary growth driver, please quantify, discuss, and analyze the increase in impressions in greater detail. In this regard, we also note your most recent earnings call in which you state that revenue growth was driven by several factors, such as… letter →
Company response: to the Staff’s request, the Company proposes to expand its discussion of revenue in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) to include additional quantitative and qualitative information, as shown in the following proposed disclosure, regarding key drivers of revenue growth in the relevant period. Below is an example of such expanded disclosure using 2025 figures. “Revenue for the year ended December 31, 2025 increased by $902.3 million, or 69%, compared to the prior year. The growth in revenue was primarily due to an increase in advertising revenue of $877.0 million, or 74%, as compared to the prior year driven primarily by an… response letter →
Reddit, Inc. (RDDT) · 2026-03-31 · Form 10-K for the Fiscal Year Ended December 31, 2025 Filed February 6, 2026 · Comment 2 · 15. Income Taxes, page 92 Agreed to revise
Staff comment: We note your disclosure "that there is a reasonable possibility that sufficient positive evidence may become available within the next 18 months to allow us to release a significant portion of the federal valuation allowance." We also note that in order to monitor the realizability of the deferred tax assets you will need to take into account multiple objective and subjective factors. Please tell us your consideration of providing more robust critical accounting policy disclosures regarding the various judgments and assumptions made in determining if the deferred tax assets will be realizable, including a discussion of the degree of uncertainty associated with key assumptions. Such… letter →
Company response: to the Staff’s request, the Company proposes to expand its disclosure in the income tax footnote of the consolidated financial statements and in MD&A in its Q1 2026 Form 10-Q (and in future filings as appropriate) as follows: United States Securities and Exchange Commission Division of Corporation Finance “Given our recent history of generating net income in the United States, we believe that there is a reasonable possibility that sufficient positive evidence may become available within the next 12 months to allow us to release a significant portion of the federal valuation allowance. The reversal would result in a significant income tax benefit in the period when we release it. However,… response letter →
Mobile-health Network Solutions (MNDR) · 2026-03-25 · Form 20-F for the Fiscal Year Ended June 30, 2025 Filed October 31, 2025 · Comment 1 · Report of Independent Registered Public Accounting Firm, page F-2 Agreed to revise
Staff comment: Please file in an amended Form 20-F, a report from JWF Assurance PAC that fully complies with AS 3101. That is, they should state they audited your balance sheets as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the years ended June 30, 2025 and 2024. They should express an opinion on the financial position of the company as of the balance sheet dates and the results of its operations and its cash flows for the periods then ended. letter →
Company response: We respectfully advise the Staff that we have filed Amendment No. 1 to include an updated report from JWF Assurance PAC that addresses the above. response letter →
AMDOCS LTD (DOX) · 2026-03-10 · Amdocs Limited Form 20-F for the Fiscal Year Ended September 30, 2025 · Comment 1 · Operating and Financial Review and Prospects, page 27 Agreed to revise
Staff comment: We note you quantify and discuss managed service backlog and renewals in your earnings releases and investor presentations. In addition, in Exhibit 99.1 of the Form 6-K furnished on December 16, 2025, you refer to near 100% renewal rates as one of your strategic pillars and include 12-month backlog in your list of key financial highlights. Please tell us whether these metrics are key performance indicators used in managing your business and if so, revise to include a quantified discussion of these metrics for each period presented. Refer to SEC Release No. 33-10751. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will present managed service renewal rates and 12-month backlog as key performance indicators (until and unless we conclude in the future that such metrics are no longer key performance indicators for our business and cease disclosing them). For the Staff’s reference, here is a markup of the relevant language we expect to include in our future filings (with this language reflecting what would have been included in the Annual Report): Revenue from managed services arrangements is a significant… response letter →
AMDOCS LTD (DOX) · 2026-03-10 · Amdocs Limited Form 20-F for the Fiscal Year Ended September 30, 2025 · Comment 2 · Remaining Performance Obligations from Contracts with Customers, page F-19 Agreed to revise
Staff comment: We note your disclosure where you state given the profile of contract terms, the majority of the $6.4 billion of remaining performance obligations at September 30, 2025, are expected to be recognized as revenue over the next three years. Please revise to disclose when you expect to recognize such amounts as revenue on a quantitative basis using time bands that would be most appropriate for the duration of the remaining performance obligations (e.g. within one year, within two years, within three years and three years and beyond), or by providing qualitative information. Refer to ASC 606-10-50-13. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will disclose when we expect to recognize remaining performance obligations as revenue on a quantitative basis using time bands that would be most appropriate for the duration of the remaining performance obligations. A portion of the Company’s revenue relates to projects for which revenue is recognized over time based on a percentage that incurred labor effort to date bears to total projected labor effort. These projects may be executed over periods longer than one year, and the timing of… response letter →
AMDOCS LTD (DOX) · 2026-03-10 · Amdocs Limited Form 20-F for the Fiscal Year Ended September 30, 2025 · Comment 3 · Note 22. Segment Information and Revenue from Significant Customers, page F-34 Agreed to revise
Staff comment: You state the CODM evaluates the company's operating results on a consolidated net income basis. Please revise to discuss how the CODM uses this measure in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50- 29(f) and the example at ASC 280-10-55-54(c). letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will disclose how the CODM uses operating results on a consolidated net income basis to measure segment performance and how to allocate resources. For the Staff’s reference, below is a markup of the relevant language we expect to include in our future filings (with this language reflecting what would have been included in the Annual Report): Segment Information and Revenue from Significant Customers The Company manages its operations as one operating segment, providing software products and… response letter →
Doximity, Inc. (DOCS) · 2026-02-23 · Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 · Comment 1 · Business, page 3 Responded
Staff comment: You disclose you had more than 620,000 unique active providers use your clinical workflow tools in the quarter ended March 31, 2025. To enhance comparability for investors, please show us how you intend to revise to define "use" of your clinical workflow tools (for example, clarify the types of activities and useage duration needed for this metric). Please also provide comparable metrics for all periods presented. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that beginning with its Annual Report on Form 10-K for the fiscal year ending March 31, 2026 (the “2026 10-K”) it will provide (i) additional disclosure defining the use of its clinical workflow tools by unique active providers on a quarterly basis and (ii) comparable data on the metric for the prior period. 1 The following is an example of how the Company expects to provide this additional disclosure, which will be included in the Key Business and Financial Metrics section of Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning with the 2026 10-K. “Quarterly Unique Active… response letter →
Doximity, Inc. (DOCS) · 2026-02-23 · Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 · Comment 2 · Key Business and Financial Metrics, page 46 Explained / pushed back
Staff comment: In your earnings calls for the year ended March 31, 2025 and the six months ended September 30, 2025, you make reference to a number of user engagement metrics that are not described or defined in your MD&A. Among the metrics discussed in those earnings calls were: • Number of quarterly, monthly, weekly and daily active users • Number of unique newsfeed users • Number of newsfeed articles read or tapped • Number of unique active prescribers using workflow tools • Adoption of AI-driven features Since user engagement metrics appear to be an important factor management considers in evaluating the business and allocating resources, please show us how you intend to revise to define, quantify and… letter →
Company response: The Company respectfully acknowledges the Staff’s comment and refers the Staff to its response to comment 1 above for future disclosures regarding the number of quarterly unique active providers using its workflow tools. The Company notes that user engagement metrics have been referenced on earnings calls periodically, primarily in response to analyst and investor questions from prior periods, to provide supplemental context regarding platform activity. These references were not intended to convey that management relies on such metrics to evaluate financial condition or allocate resources. The majority of the engagement metrics identified in the Staff's comment were referenced… response letter →
Doximity, Inc. (DOCS) · 2026-02-23 · Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 · Comment 3 · Release 33-10751. Responded
Staff comment: You disclose that (as of March 31, 2025) your platform has over two million registered members, including more than 80% of U.S. physicians. We note from your disclosures on page 4 that your platform provides most medical professions with a pre-populated professional profile based on publicly and commercially available third-party data. Please show us how you intend to revise to clarify if the 80% figure includes only actively practicing physicians who have completed your identity and credential verification process or if some other criteria were used. Please also show us how you intend to revise to clarify how the number of registered members compares to the number of quarterly, monthly,… letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that beginning with its 2026 10-K it will provide additional clarifying disclosure regarding the U.S. physicians that are included in the percentage of U.S. physician calculations. The following is an example of how the Company expects to provide this additional disclosure, which will be included in the Business section of the 2026 10-K. “We are the leading digital platform for U.S. medical professionals, with over [●] registered members 2 as of March 31, 2026. Our registered members represent more than [●]% of U.S. physicians, spanning all 50 states and every medical specialty, along with over [●]% of U.S. nurse… response letter →
Doximity, Inc. (DOCS) · 2026-02-23 · Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 · Comment 4 · Comparison of the Fiscal Years Ended , page 50 Explained / pushed back
Staff comment: You indicate that average revenue per existing Marketing Solutions customer increased by 22% during fiscal 2025. In your May 15, 2025 earnings call, your CEO indicated that newsfeed was both your most widely used and most monetized product. Please show us how you intend to revise to provide greater insight to investors about your revenue trends over time by disclosing disaggregated revenues by modules (Newsfeed, Workflow, and Peer) for each period presented. It appears you have this information readily available and that management is actively using it to evaluate your business. Refer to Item 303(b)(2) of Regulation S-K. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has considered the disclosure requirements of Item 303(b)(2) of Regulation S-K, however, the Company does not track or manage revenue at the individual module level, and its financial systems do not have the capability to identify or allocate revenue by module. Although the Company tracks module usage for operational purposes, and available data indicates that the newsfeed module was the most widely used product during the period, management does not use module-level usage data to assess revenue performance. As noted in the Company’s response to comment 2 above, the Company does not believe user… response letter →
Doximity, Inc. (DOCS) · 2026-02-23 · Form 10-K for the Year Ended March 31, 2025 Form 10-Q for the Period Ended December 31, 2025 · Comment 5 · Comparison of the three and nine months ended December 31, 2025 and 2024, page 33 Agreed to revise
Staff comment: In your February 5, 2026 earnings call, management spent time discussing some "short- term industry-wide policy headwinds" that are impacting client budgets and advertising booking rates for pharmaceutical companies. Management also indicated that higher AI infrastructure investment has impacted the results through the period ended December 31, 2025 and is expected to continue impacting future periods. Please show us how you intend to revise to address (and quantify where possible) any known material trends, demands, commitments, events or uncertainties that are reasonably likely to result in a material change to your liquidity or results from operations. Please refer to Item 303(c) of… letter →
Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has considered the disclosure requirements of Item 303(c) of Regulation S-K, however, the discussion regarding policy headwinds in the February 5, 2026 earnings call did not result in a material change to our liquidity and results from operations for the three and nine months ended December 31, 2025, and was only intended to provide additional color to analysts and investors on industry dynamics due to uncertainty surrounding the Most Favored Nation (“MFN”) pricing negotiations between certain pharmaceutical companies and the federal government. As of February 5, 2026, sixteen out of the seventeen… response letter →
Privacy & Value Inc. · 2026-01-28 · Form 10-K for the year ended July 31, 2025 · Comment 1 · Report of Independent Registered Public Accounting Firm, page F-1 Awaiting / response not in dataset
Staff comment: Please amend to provide an audit opinion for the most recent two fiscal years, as presented in your financial statements. In this regard, the current opinion does not opine on the financial statements for the fiscal year ended July 31, 2024. Refer to Item 8-02 of Regulation S-X. letter →
Privacy & Value Inc. · 2026-01-28 · Form 10-K for the year ended July 31, 2025 · Comment 2 · Recently Adopted and Recently Enacted Accounting Pronouncements, page F-9 Awaiting / response not in dataset
Staff comment: Please revise to discuss the potential effects of adopting recently issued accounting standards. In this regard, we note your current disclosure addresses accounting standards that were already effective for prior fiscal years from 2018 through 2020, but you state you are still currently evaluating the impact of the guidance. Refer to SAB Topic 11.M. letter →
Viant Technology Inc. (DSP) · 2026-01-27 · Form 10-K for the Fiscal Year Ended December 31, 2024 Response dated January 9, 2026 · Comment 1 · Operations, page 45 Agreed to revise
Staff comment: Please tell us your consideration to provide a quantified discussion of total advertiser spend. In this regard, on page 47 you state that you evaluate customers' usage of your platform and assess your market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, consistent with the requirements of Item 303 of Regulation S-K, management considers and discloses matters in its periodic reports that are necessary to an understanding of the Company’s financial condition, changes in financial condition and results of operations, including factors that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, financial condition, or liquidity. Management has considered whether to provide a quantified discussion of total advertiser spend and concluded that such quantified discussion would not provide meaningful insight into the… response letter →
Viant Technology Inc. (DSP) · 2025-12-08 · Form 10-K for the Fiscal Year Ended December 31, 2024 · Comment 1 · Operations, page 46 Responded
Staff comment: We note you no longer include active customer count given your strategic shift to focus on higher value customers that have the ability to scale. We also note you quantify and discuss the percentage increase in the number of spend customers generating over $1 million in contribution ex-TAC and the contribution ex-TAC across your top 100 customers in your earnings calls. Please tell us whether these are key performance measures used in managing your business and if so, revise to include a quantified discussion of these metrics for each period presented in your periodic filings. Refer to SEC Release No. 33-10751. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the percentage increase in the number of spend customers generating over $1 million in contribution ex-TAC and the contribution ex-TAC across the Company’s top 100 customers are not key performance measures used by management to manage the business within the meaning of Item 303 of Regulation S-K and Commission Release No. 33-10751. The Company’s key performance measures are disclosed in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Performance Measures ” sections of its periodic reports. These measures are used by management to manage… response letter →
Viant Technology Inc. (DSP) · 2025-12-08 · Form 10-K for the Fiscal Year Ended December 31, 2024 · Comment 2 · filings. Refer to SEC Release No. 33-10751. Responded
Staff comment: We note your reference to the rapid expansion of new customers in your Q4 2024 earnings call. In addition, in your Q3 2025 earnings call, you state that growth was driven by new customer wins. Please revise to disclose the impact on your revenue growth from new versus existing customers. We refer also you to response to comment 3 in your January 24, 2022 letter. letter →
Company response: to comment 3 in your January 24, 2022 letter. Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that quantifying revenue growth attributable to new versus existing customers would not provide meaningful information to investors, and attempting to do so could be potentially confusing. As disclosed in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance ” in the Company’s Form 10-K for the year ended December 31, 2023, as the business has scaled, management’s focus has shifted to customers with the ability to expand their spend on the Company’s platform, regardless of whether such… response letter →
Viant Technology Inc. (DSP) · 2025-12-08 · Form 10-K for the Fiscal Year Ended December 31, 2024 · Comment 3 · Page 2 Agreed to revise
Staff comment: We note you refer to the impact of material changes in digital channel ad spend in your earnings calls, particularly as it relates to CTV. Please tell us your consideration to include quantified discussion of any material changes in digital ad spend and the impact on your results of operations discussion. Refer to Item 303(a) of Regulation S- K. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in preparing its periodic disclosures, management considers and discloses matters that have had, or are reasonably likely to have, a material impact on the Company’s results of operations, consistent with Item 303(a) of Regulation S-K. Management has considered whether to provide quantified disclosure of changes in digital advertising spend by channel, including CTV, and concluded that such quantified disclosure would not provide meaningful insight into the Company’s operating performance. The allocation of advertising spend among digital channels reflects customer-directed purchasing decisions, rather… response letter →
Viant Technology Inc. (DSP) · 2025-12-08 · Form 10-K for the Fiscal Year Ended December 31, 2024 · Comment 4 · Management's Report on Internal Control Over Financial Reporting, page 105 Agreed to revise
Staff comment: Please amend your Form 10-K to disclose management's assessment regarding the effectiveness of your internal controls over financial reporting as of December 31, 2024. See Item 308(a)(3)(c) of Regulation S-K. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and notes that this disclosure was inadvertently omitted from its Form 10-K due to a typographical error. On December 10, 2025, the Company filed Amendment No. 1 to Annual Report on Form 10-K/A to disclose management’s assessment regarding the effectiveness of its internal control over financial reporting as of December 31, 2024. response letter →
Cloopen Group Holding Ltd (RAASY) · 2025-12-04 · · Comment 1 · Introduction, page ii Awaiting / response not in dataset
Staff comment: We note your proposed disclosure in response to prior comment 1. Please further revise your proposed disclosure to remove the exclusion of Hong Kong and Macau from the definition of "PRC" and "China." Revise to clearly state that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations and entities in Hong Kong and Macau. This disclosure could appear in the definition itself or in an appropriate discussion of legal and operational risks. To the extent you do not have material operations in Hong Kong and/or Macau, as you indicate in your response, you may provide disclosure to this effect. However, we also note… letter →
Cloopen Group Holding Ltd (RAASY) · 2025-12-04 · · Comment 2 · The Holding Foreign Companies Accountable Act, page 4 Awaiting / response not in dataset
Staff comment: In your response to prior comment 2 you provide proposed revised disclosure of the referenced risk factor and Item disclosures. Please confirm that you intend to provide similar disclosure in the Item 3 disclosures regarding The Holding Foreign Companies Accountable Act. letter →
Cloopen Group Holding Ltd (RAASY) · 2025-11-21 · · Comment 1 · page ii Explained / pushed back
Staff comment: We note from your disclosure that you exclude Hong Kong and Macau from your definition of “PRC” or “China” for the purpose of your annual report. In future filings, please revise to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations in Hong Kong and Macau. In this regard, ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain how law in Hong Kong and Macau differs from PRC law and describe any risks and consequences to… letter →
Company response: The Company respectfully advises the Staff that it does not have any operation in Hong Kong and Macau. In light of this, the Company believes that laws and regulations in Hong Kong and Macau, including the regulatory actions related to data security or anti-monopoly concerns and regulations that may result in oversight over data security, do not have a material impact on its ability to conduct business, accept foreign investment, or list on a United States or foreign stock exchange. To the extent that the Company has material operations in Hong Kong and/or Macau in the future, the Company will provide additional disclosures regarding the applicable laws and regulations in Hong Kong and/or… response letter →
Cloopen Group Holding Ltd (RAASY) · 2025-11-21 · · Comment 2 · Holding Foreign Companies Accountable Act, page 4 Responded
Staff comment: In future filings, please disclose the location of your auditor’s headquarters. Similarly revise the related risk factor regarding the HFCAA on page 38. letter →
Company response: In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. 2 “ D. Risk Factors … Risks Related to Doing Business in China … The ADSs may be prohibited from being traded over the counter in the United States under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely. The prohibition… response letter →
Cloopen Group Holding Ltd (RAASY) · 2025-11-21 · · Comment 3 · a material adverse effect on our business..., page 35 Responded
Staff comment: We note you made changes to the disclosure on page 35 from what you previously disclosed in the Form F-1/A filed on February 3, 2021, regarding the legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since your initial registration statement that would warrant such revisions, which mitigate the challenges you face and related disclosures. In future filings, please restore your disclosure. For additional guidance, please refer to the Division of Corporation Finance’s Sample Letter to China-Based Companies, issued December 2021 and July 2023. letter →
Company response: In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. “ D. Risk Factors … Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. We generate substantially all of our revenues from our operations in… response letter →
Cloopen Group Holding Ltd (RAASY) · 2025-11-21 · · Comment 4 · Revenue Recognition, page F-21 Responded
Staff comment: We note that you provide services as an agent in provision of CPaaS platforms to customers and recognize the related revenue on a net basis. We further note you disclose the “gross amount of revenue from services as an agent” for each period presented. Please tell us how you considered whether your discussion of revenue on a gross basis presents a non-GAAP measure and tell us how you considered the guidance in Item 10(e)(ii)(c) of Regulation S-K and the Question 100.04 of the Non-GAAP C&DIs. letter →
Company response: The Company respectfully clarifies that the previously disclosed “gross amount of revenue” was intended as an operational metric. In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with deletions shown in strikethrough showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. “ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS … 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES … (s) Revenue recognition … 5 CPaaS revenues The Company accounts for revenue from… response letter →
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