As filed with the Securities and Exchange Commission on October 7, 2020
Registration Number
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
nCino, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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7372
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46-4353148
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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6770 Parker Farm Drive
Wilmington, North Carolina 28405
(888) 676-2466
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Pierre Naudé
President and Chief Executive Officer
nCino, Inc.
6770 Parker
Farm Drive
Wilmington, North Carolina 28405
(888) 676-2466
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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Martin Wellington
Robert A. Ryan
Sidley
Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-5300
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Paul D. Tropp
Michael S. Pilo
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-249322
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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TITLE OF EACH CLASS OF
SECURITIES TO BE REGISTERED
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AMOUNT
TO BE
REGISTERED (1)
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PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE (2)
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PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE
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AMOUNT OF
REGISTRATION FEE (3)
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Common stock, $0.0005 par value per share
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1,387,985
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$72.00
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$99,934,920
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$10,903
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(1)
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The Registrant is registering 1,387,985 shares of common stock pursuant to this Registration Statement, which
includes 181,041 shares which the underwriters have the option to purchase. Does not include shares of common stock that the Registrant previously registered on Registration Statement on Form S-1 (File No. 333-249322), as amended (the Registration Statement).
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(2)
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The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended
(the Securities Act).
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(3)
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The Registrant previously registered 6,325,000 shares of its common stock on the Registration Statement, which
was declared effective by the Securities and Exchange Commission on October 7, 2020, for which the registrant previously paid a filing fee of $54,515. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having
the proposed maximum aggregate offering price of $72.00 is hereby registered.
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This registration Statement
shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.