hcp-20240430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

File Number: 001-41121

HashiCorp, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						32-0410665
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
101 Second Street, Suite 700 San Francisco, CA 94105 (Address of principal executives offices, including zip code) (415) 301-3250 (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


(Title of each class)	Trading Symbol(s)	(Name of each exchange on which registered)

Class A Common Stock, par value $0.000015 per share	HCP	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 24, 2024, the number of registrant’s issued and outstanding shares of Class A common stock and Class B common stock was 152,446,678 and 48,596,759, respectively.

HashiCorp, Inc.

Form 10-Q

For the Quarterly Period Ended April 30, 2024

TABLE OF CONTENTS


		Page
Part I.	Financial Information	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of April 30, 2024 and January 31, 2024	1
	Condensed Consolidated Statements of Operation s for the Three Months Ended April 30, 2024 and 2023	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended April 30, 2024 and 2023	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended April 30, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2024 and 2023	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
	Special Note Regarding Forward-Looking Statements	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	33
Part II.	Other Information	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	75
	Signatures	77

T able of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HASHICORP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)


	As of
	April 30, 2024		January 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	594,738	$	763,414
Short-term investments	713,099		515,163
Accounts receivable, net of allowance	106,071		182,614
Deferred contract acquisition costs	48,988		50,285
Prepaid expenses and other current assets	39,619		30,075
Total current assets	1,502,515		1,541,551
Deferred contract acquisition costs, non-current	75,263		80,055
Acquisition-related intangible assets, net	10,903		11,611
Goodwill	12,197		12,197
Other assets, non-current	47,695		46,533
Total assets	$	1,648,573	$	1,691,947
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable

SEC Form 10-Q filed by HashiCorp Inc.