United States securities and exchange commission logo

                           March 24, 2021

       Raul Villar Jr.
       Chief Executive Officer
       Pride Parent, Inc.
       4811 Montgomery Road
       Cincinnati, Ohio 45212

                                                        Re: Pride Parent, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
25, 2021
                                                            CIK No. 0001839439

       Dear Mr. Villar Jr.:

              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

             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

       DRS on Form S-1 submitted February 25, 2021

       Risk Factors
       We are an "emerging growth company"..., page 45

   1.                                                   You disclose here that
you are an emerging growth company and that you have elected to
                                                        opt-in to the extended
transition period for complying with new or revised accounting
                                                        standards. Please
revise to disclose that as a result of this election, your financial
                                                        statements may not be
comparable to companies that comply with public company
                                                        effective dates.
 Raul Villar Jr.
FirstName  LastNameRaul Villar Jr.
Pride Parent, Inc.
March      NamePride Parent, Inc.
       24, 2021
March2 24, 2021 Page 2
FirstName LastName
Our certificate of incorporation will designate the Court of Chancery of the
State of Delaware...,
page 46

2.       You disclose here that your certificate of incorporation will provide
that the federal
         district courts of the U.S. will be the exclusive forum for Securities
Act claims, and also
         note potential enforceability concerns with this provision. Please
revise to further clarify
         that these enforceability concerns arise from the fact that Section 22
of Securities
         Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
         enforce any duty or liability created by the Securities Act or the
rules and regulations
         thereunder. Also revise to state that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

3.       We note the disclosure in financial statement footnote 14. Provide a
forward looking,
         quantified discussion of the compensation expense that will be
recognized upon the
         vesting of the equity awards as a result of your IPO.
Our Business Model, page 62

4.       We note that you include GAAP Loss from Operations, Non-GAAP Adjusted
         Income and Non-GAAP Operating Income Margin in the table on page 62.
Please expand
         the disclosure to include the respective comparable ratio calculated
using GAAP amounts
         most closely associated with the Non-GAAP Adjusted Operating Income
Margin. Refer
         to Items 10(e)1(i)(A) and (B) of Regulation S-K and footnote 27 of
non-GAAP adopting
         Release No. 33-8176. Please expand the disclosure on pages 2, 16, 62,
70, 71 and 86,
Key Factors Affecting Our Performance, page 64

5.       You disclose that your per-employee-per-month (PEPM) rate is
increasing as you expand
         your HCM product bundle and as your customers expand their usage of
your platform.
         Please revise to disclose your average PEPM for each period presented
in your financial
         statements. See Item 303(a) of Regulation S-K and Section III.B.1 of
SEC Release No.
6.       You also state that your total list PEPM for all of your offerings was
$35 in July 2020. It
         appears that this is the rate that a customer would pay
per-employee-per-month if the
         customer subscribed to your full suite of offerings. If true, please
revise to balance this
         statement by also providing here your average PEPM for the same
 Raul Villar Jr.
FirstName  LastNameRaul Villar Jr.
Pride Parent, Inc.
March      NamePride Parent, Inc.
       24, 2021
March3 24, 2021 Page 3
FirstName LastName
Components of Results of Operations
Factors Affecting the Comparability of our Results of Operations, page 65

7.       Please expand the discussion of the Depreciation and Amortization
Expense and
         Compensation Expense to quantify the amounts for the periods
Revenues, page 67

8.       We note that the nonrefundable implementation fees provide certain
clients with a
         material right to renew the contract. Please expand the discussion to
explain the nature of
         the material right that related to the deferred revenue. Please expand
the disclosure on
         page F-12 accordingly.
Non-GAAP Financial Measures, page 69

9.       We note that you discuss Non-GAAP measures beginning on page 69 but
         begin discussing GAAP Results of Operations beginning on page 72.
Please revise to
         highlight and focus on GAAP Results of Operations first in your MD&A
to provide the
         GAAP discussion with greater prominence and prior to your discussion
of Non-GAAP
10.      We note on page 70 in your definition of Adjusted Gross Profit, you
add to gross profit
         amortization of capitalized contract acquisition costs. Please
clarify, as it appears from
         the disclosure on page F-16 that amortization of the costs to obtain a
contract is recorded
         in sales and marketing expense. If you are adjusting for the
amortization of costs to fulfill
         a contract, please explain why it is appropriate to adjust a
performance measure such as
         Adjusted Gross Profit for costs that appear to be necessary in order
to earn revenue under
         a contract with a customer. Refer to Question 100.01 of our Compliance
and Disclosure
         Interpretations on Non-GAAP Financial Measures.
11.      Please expand the discussion of Corporate Adjustments on page 71 to
quantify each item,
         such as costs associated with the transition of the new executive
leadership team and the
         closure of a standalone facility. Also, discuss the reasons you
believe these Corporate
         Adjustments are in accordance with the guidance in Item 10(e)(1)(ii)
of Regulation S-K in
         that they are not reasonably likely to recur within two years, with
particular attention to
         the closure of a standalone facility.
Comparison of the Fiscal Year Ended June 30, 2020, Successor 2019 Period, and
2019 Period
Revenues, page 72

12.      We note on page 65 that your total list PEPM price has increased from
$29 in June 2019
         to $35 as of July 2020. Please integrate these price increases into
your discussion of
         changes in revenues, quantifying the amount of change in revenues due
to changes in
         price, if material.
 Raul Villar Jr.
FirstName  LastNameRaul Villar Jr.
Pride Parent, Inc.
March      NamePride Parent, Inc.
       24, 2021
March4 24, 2021 Page 4
FirstName LastName
Principal Shareholders, page 115

13.      Please disclose the natural person or persons who exercise the voting
         dispositive powers with respect to the securities owned by Apax
Description of Certain Indebtedness and Other Obligations
Micro Redeemable Preferred Stock, page 121

14.      You state here that Pride Midco, your wholly-owned subsidiary, issued
200,000 shares of
         Midco Redeemable Preferred Stock to certain institutional investors
and that you intend to
         redeem all outstanding Micro Redeemable Preferred Stock in connection
with the
         consummation of this offering. Please revise to identify the
institutional investors and file
         the Midco Redeemable Preferred Stock certificate of designation as an
Consolidated Financial Statements
Note 1. Organization and Description of Business, page F-8

15.      We note that the Apax acquisition by Pride Parent is accounted for as
a business
         combination and the assets and liabilities are recorded at the fair
value on November 2,
         2018 with Pride Parent as as the accounting acquiror. We also note
that there are complex
         relationships between the registrant, Pride Aggregator L.P., Apax and
another subsidiary
         entity of Pride Aggregator. Please supplementally confirm that there
         no relationships between any of these entities and Paycor, Inc. prior
to that acquisition
Note 2. Summary of Significant Accounting Policies
Cost of revenues, page F-12

16.      We note on page 68 that costs for onboarding and configuring your
products for your
         customers are capitalized and amortized over a period of six years.
Please expand your
         accounting policy for cost of revenues to include your accounting
policy for these costs.
17.      We note you utilize the portfolio approach to account for both the
cost of obtaining a
         contract and the cost of fulfilling a contract. Please disclose in
greater detail your
         accounting policies for these costs (e.g., do you create separate
portfolios for different
         types of contracts, size of customer, financial or economic factors,
or period in which they
         were obtained or incurred). Disclose and explain to us if you assign
different estimated
         economic lives based upon the facts and circumstances of the
Note 3. Revenue, page F-15

18.      We note that you recognize nonrefundable upfront fees generally over a
period of up to
         two years and we also note on page 68 that you capitalize costs for
onboarding and
         configuring your products for your customers and amortize such costs
over a period of six
         years. Please expand your revenue accounting policy disclosure on page
F-15 and cost of
         revenue policy on page F-12 to explain the reason for using such
different periods for the
 Raul Villar Jr.
Pride Parent, Inc.
March 24, 2021
Page 5
       revenues and costs of revenues. Please supplementally explain to us
whether onboarding
       and configuration costs are incurred in order to derive revenue from a
new customer,
       who pays the nonrefundable upfront fees.

19.    Please file the employment agreements you have entered into with your
named executive

20.    We note that you are a holding company. Please revise to include a chart
that depicts your
       organizational structure immediately following the completion of this
offering. Please
       ensure this chart depicts material subsidiaries, as well as the
ownership percentages of
       your controlling shareholder and the public shareholders receiving
shares in this offering.
21.    Please provide us with supplemental 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,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act, whether or not you retained, or intend to retain, copies
of those
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other

FirstName LastNameRaul Villar Jr.
                                                             Division of
Corporation Finance
Comapany NamePride Parent, Inc.
                                                             Office of
March 24, 2021 Page 5
cc:       Robert E. Goedert, P.C.
FirstName LastName