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United States securities and exchange commission logo
July 27, 2021
Steven L. Barnett
Chief Legal & Risk Officer
Sterling Ultimate Parent Corp.
1 State Street Plaza
24th Floor
New York, New York 10004
Re: Sterling Ultimate
Parent Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 12,
2021
CIK No. 0001645070
Dear Mr. Barnett:
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. References to prior comments are to those in our letter dated
July 2, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
July 12, 2021
Prospectus Summary
Our Market Opportunity, page 3
1. We note your response
to prior comment 2. Please also disclose the dates of the Acclaro
Growth Partners and the
Markets and Markets reports.
Growth Strategy, page 8
2. Please provide the
methodology and assumptions underlying your belief that you have
"more non-U.S. revenue
than any other background screening company." Please confirm
this also includes
background screening companies based outside of the United States.
Steven L. Barnett
Sterling Ultimate Parent Corp.
July 27, 2021
Page 2
Summary Historical Consolidated Financial and Other Data, page 17
3. Please revise your disclosures to provide a table that reconciles both
the numerator and
denominator in your computation of basic and diluted net (loss)/income
per share with the
amounts in your computation of unaudited pro forma basic and diluted net
(loss)/income
per share.
Non-GAAP Financial Measures, page 86
4. We continue to consider your response to prior comment 13 and may have
further
comment.
Management
Director Independence and Controlled Company Exception, page 135
5. We note your response to prior comment 16 that following the IPO, the
Company's
controlling stockholder will not have any director designation or
nomination rights. Please
further revise your disclosure to clarify whether Messrs. Chen, Crampton
and Jones were
previously selected as directors pursuant to any arrangement or
understanding with your
controlling stockholder.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 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 Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameSteven L. Barnett
Division of
Corporation Finance
Comapany NameSterling Ultimate Parent Corp.
Office of Technology
July 27, 2021 Page 2
cc: Andrew Barkan
FirstName LastName