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July 17, 2025
Ariel Cohen
Chief Executive Officer
Navan, Inc.
3045 Park Boulevard
Palo Alto, California 94306
Re: Navan, Inc.
Draft Registration Statement on Form S-1
Submitted June 20, 2025
CIK No. 0001639723
Dear Ariel Cohen:
We have reviewed your draft registration statement and have the
following comments.
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 a comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Glossary of Terms, page iii
1. Please explain how management uses your net promoter score to monitor or
manage
your business and disclose any underlying assumptions and limitations in
how the
score is calculated or used.
Prospectus Summary
Overview, page 1
2. Please disclose the source of your statement that the industry average
time to book a
trip is 45 minutes.
3. Please disclose your net loss for the periods presented to provide
context to your
discussion about your revenue growth.
July 17, 2025
Page 2
Key Benefits of Our Platform, page 4
4. Please disclose the median savings on travel recognized by your
customers to provide
context to your statement that your customers have recognized up to 15%
savings on
travel.
Summary Consolidated Financial and Other Data, page 15
5. Please revise to also adjust the numerator of pro forma basic and
diluted net loss per
share attributable to common stockholders for the fair value adjustments
related to the
automatic conversion of the redeemable convertible preferred stock
warrant to a Class
A common stock warrant and the elimination of the embedded derivative
liability
associated with the conversion of the Convertible Notes in connection
with the closing
of this offering or explain. Also, confirm that the pro forma
consolidated balance
sheet data will reflect the elimination of the embedded derivative
liability upon the
Note Conversion.
Special Note Regarding Forward-Looking Statements, page 74
6. We note your disclosure that "while we believe such information forms a
reasonable
basis for such statements, such information may be limited or
incomplete. Our
statements should not be read to indicate that we have conducted an
exhaustive
inquiry into, or review of, all relevant information. These statements
are inherently
uncertain, and investors are cautioned not to unduly rely upon these
statements."
Please delete or revise this disclosure, as it is inappropriate to
disclaim responsibility
for the information you choose to provide in your prospectus.
Industry and Market Data, page 75
7. Please revise the statement in the first paragraph that neither we
nor the
underwriters can guarantee the accuracy or completeness of any such
information
contained in this prospectus to remove the implication that you are
not responsible
for the accuracy and completeness of the statements made in the
registration
statement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Fiscal Years Ended January 31, 2025 and 2024, page 95
8. Please revise to quantify the impact that the increased adoption of your
Expense
Management offering had on the change in revenue. Refer to Item 303(b)
of
Regulation S-K.
Liquidity and Capital Resources, page 100
9. You indicate that you believe the amounts available for borrowing under
the
Warehouse Credit Facility and the ABL Facility, in addition to other
cash resources,
will be sufficient to meet your requirements and plans for cash for at
least the next 12
months and beyond. Please revise to disclose your available borrowing
capacity as of
the most recent balance sheet date. Refer to Item 303(b)(1)(ii)(A) of
Regulation S-K.
July 17, 2025
Page 3
Critical Accounting Policies and Estimates
Common Stock Valuations, page 107
10. Please provide us with a chronological listing of all equity awards
granted in fiscal
2025 and through the date of effectiveness of the registration
statement, including the
fair value of the underlying common stock used to value such awards as
determined
by your board of directors. To the extent there were any significant
fluctuations in the
fair values from period-to-period, 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. Also compare the most recent
valuation
to the mid-point of the estimated price range of this offering.
End-to-End AI-Driven Software Platform for Travel, Payments, and Expense
The Most Advanced Travel Infrastructure, page 120
11. We note various references to your "partnerships" and "direct
connections" with
airlines, lodging properties, train providers, rental car companies,
black car vendors,
banks, and issuing partners. Please describe such arrangements in
greater detail
including the extent to which you generate revenues from these
arrangements.
Description of Material Indebtedness
Warehouse Credit Facility, page 174
12. Please file the April 16, 2025 amendment to the Warehouse Facility
Agreement as an
exhibit to your registration statement. Refer to Item 601(b)(10)(i)(A)
of Regulation S-
K.
Corporate Card Receivables and Allowance for Expected Credit Losses, page F-10
13. Please revise to ensure you provide all of the applicable disclosures
required in ASC
326-20-50. For example, revise to disclose the amortized cost basis
within each credit
quality indicator by year of origination, how you considered reasonable
and
supportable forecasts about the future in estimating the allowance for
credit losses,
and an aging analysis of past due amounts.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Significant Accounting Policies
Accounts Receivable and Allowance for Expected Credit Losses, page F-10
14. We note you estimate expected credit losses based on various factors,
including the
age of the receivable balance, credit quality of the customer, past
collection
experience with the customer, as well as current market conditions and
customer
financial conditions. Tell us how your methodology considers the
guidance in ASC
326-20-30-9 that you should also consider the need to adjust historical
information for
reasonable and supportable forecasts in estimating expected credit
losses.
Impairment of Long-Lived Assets, page F-13
15. We note your accounting policy disclosure discusses when you review
long-lived
assets for impairment. Please expand the disclosure to also discuss how
you measure
the impairment losses based on the guidance in ASC 360-10-35-17.
July 17, 2025
Page 4
Note 2 - Revenue, page F-18
16. Please revise to disaggregate revenue by type of product and by type of
contract. For
example, consider disclosing the amount of revenue generated from your
travel and
expense management platform, from your on-demand travel management
services,
from travel supply fees, and from partner fees, in addition to the
amount of revenue
earned from platform customers on a per-booking transaction, from
platform
customers on subscription basis, from travel supply and payment partners
on a per
transaction basis, and from travel supply and payment partners based on
cumulative
actual booking or transaction dollar volume. Also, consider
disaggregating revenue by
the type of offerings on your platform, such as Travel, Corporate
Payments, Expense
Management, Meetings and Events, VIP, and Bleisure. Refer to ASC
280-10-50-40
and ASC 606-10-55-89 through 55-91.
General
17. 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.
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at
202-551-3447 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: John McKenna