0001845022-23-000038.txt : 20230329 0001845022-23-000038.hdr.sgml : 20230329 20230329164626 ACCESSION NUMBER: 0001845022-23-000038 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 98 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230329 DATE AS OF CHANGE: 20230329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Couchbase, Inc. CENTRAL INDEX KEY: 0001845022 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 263576987 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40601 FILM NUMBER: 23775786 BUSINESS ADDRESS: STREET 1: 3250 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 6504177500 MAIL ADDRESS: STREET 1: 3250 OLCOTT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 10-K 1 base-20230131.htm 10-K base-20230131
00018450222023FYFalseP1Y0.020800018450222022-02-012023-01-3100018450222022-07-29iso4217:USD00018450222023-02-28xbrli:shares00018450222023-01-3100018450222022-01-31iso4217:USDxbrli:shares0001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:LicenseMember2022-02-012023-01-310001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:LicenseMember2021-02-012022-01-310001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:LicenseMember2020-02-012021-01-310001845022us-gaap:SubscriptionAndCirculationMemberbase:SupportAndOtherMember2022-02-012023-01-310001845022us-gaap:SubscriptionAndCirculationMemberbase:SupportAndOtherMember2021-02-012022-01-310001845022us-gaap:SubscriptionAndCirculationMemberbase:SupportAndOtherMember2020-02-012021-01-310001845022us-gaap:SubscriptionAndCirculationMember2022-02-012023-01-310001845022us-gaap:SubscriptionAndCirculationMember2021-02-012022-01-310001845022us-gaap:SubscriptionAndCirculationMember2020-02-012021-01-310001845022us-gaap:ServiceMember2022-02-012023-01-310001845022us-gaap:ServiceMember2021-02-012022-01-310001845022us-gaap:ServiceMember2020-02-012021-01-3100018450222021-02-012022-01-3100018450222020-02-012021-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2020-01-310001845022us-gaap:CommonStockMember2020-01-310001845022us-gaap:AdditionalPaidInCapitalMember2020-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001845022us-gaap:RetainedEarningsMember2020-01-3100018450222020-01-310001845022us-gaap:CommonStockMember2020-02-012021-01-310001845022us-gaap:AdditionalPaidInCapitalMember2020-02-012021-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2020-02-012021-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012021-01-310001845022us-gaap:RetainedEarningsMember2020-02-012021-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2021-01-310001845022us-gaap:CommonStockMember2021-01-310001845022us-gaap:AdditionalPaidInCapitalMember2021-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-310001845022us-gaap:RetainedEarningsMember2021-01-3100018450222021-01-310001845022us-gaap:CommonStockMember2021-02-012022-01-310001845022us-gaap:AdditionalPaidInCapitalMember2021-02-012022-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2021-02-012022-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-012022-01-310001845022us-gaap:RetainedEarningsMember2021-02-012022-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2022-01-310001845022us-gaap:CommonStockMember2022-01-310001845022us-gaap:AdditionalPaidInCapitalMember2022-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-310001845022us-gaap:RetainedEarningsMember2022-01-310001845022us-gaap:CommonStockMember2022-02-012023-01-310001845022us-gaap:AdditionalPaidInCapitalMember2022-02-012023-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-02-012023-01-310001845022us-gaap:RetainedEarningsMember2022-02-012023-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2023-01-310001845022us-gaap:CommonStockMember2023-01-310001845022us-gaap:AdditionalPaidInCapitalMember2023-01-310001845022us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-310001845022us-gaap:RetainedEarningsMember2023-01-310001845022us-gaap:IPOMember2021-07-012021-07-310001845022us-gaap:IPOMember2021-07-310001845022us-gaap:OverAllotmentOptionMember2021-07-012021-07-3100018450222021-07-012021-07-310001845022us-gaap:CommonStockMember2021-06-012021-06-30xbrli:pure0001845022srt:MinimumMember2022-02-012023-01-310001845022srt:MaximumMember2022-02-012023-01-310001845022base:CustomerAMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2021-02-012022-01-310001845022base:CustomerAMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2022-02-012023-01-310001845022base:CustomerAMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2020-02-012021-01-310001845022base:CustomerAMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2023-01-31base:customer0001845022base:CustomerAMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2022-02-012023-01-310001845022us-gaap:ComputerEquipmentMember2022-02-012023-01-310001845022us-gaap:FurnitureAndFixturesMember2022-02-012023-01-310001845022us-gaap:SoftwareDevelopmentMember2022-02-012023-01-3100018450222022-02-010001845022us-gaap:MoneyMarketFundsMember2023-01-310001845022us-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:USTreasurySecuritiesMember2023-01-310001845022us-gaap:CommercialPaperMember2023-01-310001845022us-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-01-310001845022us-gaap:AssetBackedSecuritiesMember2023-01-310001845022us-gaap:MoneyMarketFundsMember2022-01-310001845022us-gaap:USTreasurySecuritiesMember2022-01-310001845022us-gaap:CommercialPaperMember2022-01-310001845022us-gaap:CorporateDebtSecuritiesMember2022-01-31base:investment0001845022us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2022-01-310001845022us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2022-01-310001845022us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2022-01-310001845022us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2022-01-310001845022us-gaap:ComputerEquipmentMember2023-01-310001845022us-gaap:ComputerEquipmentMember2022-01-310001845022us-gaap:FurnitureAndFixturesMember2023-01-310001845022us-gaap:FurnitureAndFixturesMember2022-01-310001845022us-gaap:SoftwareDevelopmentMember2023-01-310001845022us-gaap:SoftwareDevelopmentMember2022-01-310001845022us-gaap:LeaseholdImprovementsMember2023-01-310001845022us-gaap:LeaseholdImprovementsMember2022-01-310001845022base:SoftwareDevelopmentInProgressMember2023-01-310001845022base:SoftwareDevelopmentInProgressMember2022-01-310001845022us-gaap:SoftwareDevelopmentMember2021-02-012022-01-310001845022us-gaap:SoftwareDevelopmentMember2020-02-012021-01-3100018450222023-02-012023-01-310001845022base:AmendedTermLoanMemberus-gaap:LoansPayableMember2020-06-300001845022base:AmendedTermLoanMemberus-gaap:LoansPayableMember2019-04-3000018450222019-04-300001845022us-gaap:RevolvingCreditFacilityMember2017-11-300001845022us-gaap:RevolvingCreditFacilityMemberus-gaap:PrimeRateMember2017-11-012017-11-300001845022us-gaap:RevolvingCreditFacilityMember2018-11-300001845022us-gaap:RevolvingCreditFacilityMember2019-04-300001845022us-gaap:RevolvingCreditFacilityMember2021-01-310001845022us-gaap:RevolvingCreditFacilityMember2021-01-012021-01-310001845022us-gaap:RevolvingCreditFacilityMemberus-gaap:PrimeRateMember2021-01-012021-01-310001845022us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2021-01-012021-01-310001845022us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2021-01-012021-01-310001845022us-gaap:RevolvingCreditFacilityMember2022-01-310001845022us-gaap:RevolvingCreditFacilityMember2022-02-012023-01-310001845022srt:MaximumMember2023-01-310001845022us-gaap:IPOMember2021-07-262021-07-260001845022us-gaap:IPOMemberbase:SeriesEConvertiblePreferredStockMember2021-07-262021-07-260001845022base:SeriesGConvertiblePreferredStockMemberus-gaap:IPOMember2021-07-262021-07-260001845022us-gaap:IPOMemberbase:SeriesEConvertiblePreferredStockMember2021-07-260001845022us-gaap:IPOMember2022-02-012023-01-310001845022us-gaap:IPOMember2021-07-26base:vote0001845022us-gaap:EmployeeStockOptionMember2023-01-310001845022us-gaap:EmployeeStockOptionMember2022-01-310001845022base:FutureStockOptionGrantReservesMemberbase:TwoThousandTwentyOneEquityIncentivePlanMember2023-01-310001845022base:FutureStockOptionGrantReservesMemberbase:TwoThousandTwentyOneEquityIncentivePlanMember2022-01-310001845022us-gaap:RestrictedStockUnitsRSUMember2023-01-310001845022us-gaap:RestrictedStockUnitsRSUMember2022-01-310001845022base:InducementEquityIncentivePlan2023Memberbase:FutureStockOptionGrantReservesMember2023-01-310001845022base:InducementEquityIncentivePlan2023Memberbase:FutureStockOptionGrantReservesMember2022-01-310001845022base:EmployeeStockPurchasePlanMember2023-01-310001845022base:EmployeeStockPurchasePlanMember2022-01-310001845022base:CommonStockWarrantsMember2023-01-310001845022base:CommonStockWarrantsMember2022-01-310001845022base:TwoThousandTwentyOneEquityIncentivePlanMember2022-02-012023-01-310001845022us-gaap:ShareBasedCompensationAwardTrancheOneMemberbase:TwoThousandTwentyOneEquityIncentivePlanMember2022-02-012023-01-310001845022base:TwoThousandTwentyOneEquityIncentivePlanMember2023-01-310001845022base:InducementEquityIncentivePlan2023Member2023-01-120001845022base:EmployeeStockPurchasePlanMember2021-07-012021-07-310001845022base:EmployeeStockPurchasePlanMember2021-07-31base:participant00018450222022-03-212022-03-21base:period0001845022base:EmployeeStockPurchasePlanMember2022-02-012023-01-310001845022base:EmployeeStockPurchasePlanMember2023-01-310001845022us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001845022us-gaap:EmployeeStockOptionMember2022-02-012023-01-310001845022us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001845022us-gaap:EmployeeStockOptionMemberbase:ThirdPartyMember2018-01-312018-01-310001845022us-gaap:EmployeeStockOptionMemberbase:ThirdPartyMember2022-02-012023-01-310001845022us-gaap:EmployeeStockOptionMemberbase:ThirdPartyMember2023-01-310001845022base:ServiceBasedRestrictedStockUnitsRSUsMember2022-02-012023-01-310001845022base:ServiceBasedRestrictedStockUnitsRSUsMember2022-01-310001845022base:ServiceBasedRestrictedStockUnitsRSUsMember2021-02-012022-01-310001845022base:ServiceBasedRestrictedStockUnitsRSUsMember2023-01-310001845022base:MarketBasedRestrictedStockUnitsRSUsMember2022-02-012023-01-310001845022base:MarketBasedRestrictedStockUnitsRSUsMember2021-02-012022-01-310001845022base:MarketBasedRestrictedStockUnitsRSUsMember2022-01-310001845022base:MarketBasedRestrictedStockUnitsRSUsMember2023-01-310001845022us-gaap:EmployeeStockOptionMemberbase:EmployeeStockPurchasePlanMember2022-02-012023-01-310001845022us-gaap:EmployeeStockOptionMemberbase:EmployeeStockPurchasePlanMember2021-02-012022-01-310001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:CostOfSalesMember2022-02-012023-01-310001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:CostOfSalesMember2021-02-012022-01-310001845022us-gaap:SubscriptionAndCirculationMemberus-gaap:CostOfSalesMember2020-02-012021-01-310001845022us-gaap:ServiceMemberus-gaap:CostOfSalesMember2022-02-012023-01-310001845022us-gaap:ServiceMemberus-gaap:CostOfSalesMember2021-02-012022-01-310001845022us-gaap:ServiceMemberus-gaap:CostOfSalesMember2020-02-012021-01-310001845022us-gaap:ResearchAndDevelopmentExpenseMember2022-02-012023-01-310001845022us-gaap:ResearchAndDevelopmentExpenseMember2021-02-012022-01-310001845022us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-310001845022us-gaap:SellingAndMarketingExpenseMember2022-02-012023-01-310001845022us-gaap:SellingAndMarketingExpenseMember2021-02-012022-01-310001845022us-gaap:SellingAndMarketingExpenseMember2020-02-012021-01-310001845022us-gaap:GeneralAndAdministrativeExpenseMember2022-02-012023-01-310001845022us-gaap:GeneralAndAdministrativeExpenseMember2021-02-012022-01-310001845022us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-310001845022us-gaap:RestructuringChargesMember2022-02-012023-01-310001845022us-gaap:RestructuringChargesMember2021-02-012022-01-310001845022us-gaap:RestructuringChargesMember2020-02-012021-01-310001845022us-gaap:ShareBasedCompensationAwardTrancheTwoMemberbase:TwoThousandTwentyOneEquityIncentivePlanMember2022-02-012023-01-310001845022us-gaap:ResearchMemberus-gaap:DomesticCountryMember2023-01-310001845022us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMember2023-01-310001845022us-gaap:EmployeeSeveranceMember2022-02-012023-01-310001845022base:StockBasedCompensationMember2022-02-012023-01-310001845022us-gaap:EmployeeSeveranceMember2023-01-310001845022country:US2022-02-012023-01-310001845022country:US2021-02-012022-01-310001845022country:US2020-02-012021-01-310001845022base:InternationalMember2022-02-012023-01-310001845022base:InternationalMember2021-02-012022-01-310001845022base:InternationalMember2020-02-012021-01-310001845022us-gaap:EmployeeStockOptionMember2022-02-012023-01-310001845022us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001845022us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001845022us-gaap:RestrictedStockUnitsRSUMember2022-02-012023-01-310001845022us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001845022us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001845022base:EmployeeStockPurchasePlanMember2022-02-012023-01-310001845022base:EmployeeStockPurchasePlanMember2021-02-012022-01-310001845022base:EmployeeStockPurchasePlanMember2020-02-012021-01-310001845022us-gaap:WarrantMember2022-02-012023-01-310001845022us-gaap:WarrantMember2021-02-012022-01-310001845022us-gaap:WarrantMember2020-02-012021-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2022-02-012023-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2021-02-012022-01-310001845022us-gaap:RedeemableConvertiblePreferredStockMember2020-02-012021-01-310001845022srt:ExecutiveOfficerMemberbase:MarketBasedRestrictedStockUnitsRSUsMemberus-gaap:SubsequentEventMember2023-03-202023-03-200001845022srt:ExecutiveOfficerMemberbase:PerformanceBasedRestrictedStockUnitsRSUsMemberus-gaap:SubsequentEventMember2023-03-202023-03-200001845022srt:ExecutiveOfficerMemberbase:PerformanceBasedRestrictedStockUnitsRSUsMemberus-gaap:SubsequentEventMember2023-03-200001845022base:PerformanceBasedRestrictedStockUnitsRSUsMemberbase:SeniorManagementMemberus-gaap:SubsequentEventMember2023-03-202023-03-200001845022base:PerformanceBasedRestrictedStockUnitsRSUsMemberbase:SeniorManagementMemberus-gaap:SubsequentEventMember2023-03-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K
____________________________
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2023
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-040601
____________________________
Couchbase, Inc.
(Exact name of registrant as specified in its charter)
____________________________
Delaware
737226-3576987
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
Couchbase, Inc.
3250 Olcott Street
Santa Clara, California
95054
(Address of Principal Executive Offices)
(Zip Code)
(650) 417-7500
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
Common stock, par value $0.00001 per share
BASE
Nasdaq Global Select Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
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 and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 fileroAccelerated filerx
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyx
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant on July 29, 2022, which was the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of $15.23 for shares of the registrant’s common stock as reported by the Nasdaq Global Select Market, was approximately $385.7 million. Shares of common stock beneficially owned by each executive officer, director and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The registrant had outstanding 45,613,726 shares of common stock as of February 28, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2023 annual meeting of stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023.

Table of Contents
Page










Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about our expectations regarding:
•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, our ability to determine reserves and our ability to achieve and maintain future profitability;
•the sufficiency of our cash, cash equivalents and short-term investments to meet our liquidity needs;
•the demand for our products and services or for data management solutions in general;
•our ability to attract and retain customers and partners;
•our ability to develop new products and features and bring them to market in a timely manner and make enhancements to our offerings, as well as market acceptance of new products and features;
•our expectations regarding future developments with respect to Couchbase Capella, our fully-managed database-as-a-service offering;
•our ability to compete with existing and new competitors in existing and new markets and offerings;
•macroeconomic conditions, foreign exchange fluctuation, inflation concerns, rising interest rates and recessionary fears, on our business and results of operations;
•our expectations regarding the effects of existing and developing laws, rules, regulations and other legal obligations, including with respect to taxation and data privacy and security;
•our ability to manage risk associated with our business;
•our expectations regarding new and evolving markets;
•our ability to maintain, develop and protect our brand;
•our ability, and our customers’ and our third-party service providers’ ability, to maintain the security and availability to each of our technological and physical infrastructures;
•our expectations and management of future growth;
•our expectations concerning relationships with third parties;
•our ability to obtain, maintain, defend and enforce our intellectual property;
•our use of third-party open source software in our solutions and the availability of portions of our source code on an open source basis;
•our relationship with Silicon Valley Bridge Bank, N.A.;
•our ability to successfully acquire and integrate companies and assets; and
•the increased expenses associated with being a public company.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K. You should not rely upon forward-looking statements as predictions of future events.
3
We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Risk Factor Summary
Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face. You should carefully review and consider the full discussion of our risk factors below this summary, together with the other information in this Annual Report on Form 10-K. If any of the following risks or if any of those listed elsewhere in this Annual Report on Form 10-K actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
•We have a history of net losses, may not achieve or maintain profitability in the future and may not continue to grow on pace with historical rates.
•We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.
•We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.
•The market for our products and services is relatively new and evolving, and our future success depends on the growth and expansion of this market.
•If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.
•We have a limited operating history, which makes it difficult to predict our future results of operations.
•Our future results of operations and key business metrics may fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.

•We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.
•We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.
•Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.
•If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.
•Our business could be adversely affected by economic downturns.
•Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.
•Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.
•We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
•Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
•We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.
•If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.
•Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.
•Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.
•Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.
•Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.
•Our decision to license certain source code under a source-available license, the Business Source License version 1.1 (“BSL 1.1”), may harm the adoption of our source code.
5
•We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.
•We have been and may in the future become subject to intellectual property disputes which may be costly to defend, subject us to significant liability, require us to pay significant damages and limit our ability to use certain technologies.
•If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.
•A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.
•Our executive officers, directors and holders of 5% or more of our common stock continue to have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.

Part I
Item 1. Business
Overview
Couchbase provides a leading cloud database platform for modern applications. Our mission is to simplify how developers and architects develop, deploy and consume modern applications that span from the cloud to the edge and everything in between. Enterprises rely on Couchbase to cost-effectively power the core applications their businesses depend on with the highest performance, reliability, scalability and versatility requirements for which there is no tolerance for disruption or downtime. Any compromise of these requirements could cause these applications to fail—stopping or delaying package delivery for shipping companies, interrupting reservations for travel companies or causing product shortages in stores for retailers.
Our database is versatile and works in multiple configurations, from fully-managed cloud to multi- or hybrid-cloud, to on-premises environments, and beyond the edge. We have architected our database to fuse the trusted strengths of relational databases with the flexibility, performance and scale of many NoSQL systems, across the cloud. Our database platform serves the needs of both enterprise architects and application developers. Combined with our performance at scale, we believe this power enables customers to run their most important applications with the effectiveness they require, with the efficiency they desire and in the modern infrastructure environments they demand.
With nearly every aspect of our lives being transformed by digital innovation, enterprises are charged with building applications that enable delightful and meaningful customer experiences. Enterprises are increasingly reliant on applications, which in turn rely on databases to store, retrieve and operationalize data into action. Today, applications are operating at a scale, speed and dynamism unheard of just a decade ago. There is an increasing diversity of application types, modalities and delivery and consumption models, and the volume, velocity and variety of data on which they rely is growing at an exponential rate. Consequently, the demand on enterprises and their databases is growing exponentially.
While legacy database technologies were built to the highest performance and reliability requirements of their generation, they are approaching the limits for which they were designed. The underlying architecture of these technologies has not changed significantly, while the requirements of the applications they need to support are changing dramatically. Legacy database technologies are buckling under the pressure of digital transformation, as they were not built to update and respond in microseconds, enable rich, customized user experiences and perform without latency.
We designed Couchbase to give enterprises a database for the modern cloud world. Our platform combines the best capabilities of a relational database, like SQL transactions and ACID guarantees, with the flexibility and scalability of a NoSQL database. This allows enterprises to confidently accelerate strategic initiatives such as more quickly moving business-critical applications into the cloud, improving application flexibility and increasing developer agility. For our customers, we facilitate a seamless transition from legacy relational databases to our modern cloud database platform resulting in better application scalability, user experience and security at the pace that works for them. We deliver this cloud database platform both as a customer-managed product and as a fully-managed database-as-a-service that is managed by Couchbase. Our database-as-a-service, called Couchbase Capella, supports a broad set of use cases, reducing a customer’s need to buy, deploy and manage additional databases or supporting technologies.
Our Solution
Couchbase provides a leading modern database for enterprise applications. Our database is engineered for high performance at scale to serve the needs of mission-critical applications that enterprises run their businesses on.
We have architected our platform with a long-term vision towards serving the requirements of the most demanding enterprises. As digital transformation continues to take hold and the demand for highly interactive applications intensifies, we have purpose-built our platform to empower enterprises to manage these increased demands and deliver the rich, personalized experiences that customers expect. We believe that our purpose-built approach, which has required us to solve major computer science problems, will enable our platform to perform at enterprise-class levels even as it addresses the increasing demands of emerging trends, such as self-driving cars, the proliferation of edge computing with 5G, augmented reality and blockchain.
As customers continue to demand more from their existing and new applications, our platform enables enterprises to move to our next-generation database to keep their mission-critical applications—and by extension, their businesses—competitive.
7
Key Customer Benefits
Our platform delivers the following key benefits and capabilities for our customers:
•Fast. Our customers can rely on Couchbase for tens of millions of operations per second and response times measured in microseconds. To enable such high performance and scale, we architected our database to be a memory-first database. We have also built elasticity into our architecture to enable customers to configure Couchbase and optimize it for the highest performance across their workloads. We enable application reliability and resiliency by replicating data completely automatically across clusters in different data centers, whether they are in different clouds or regions. Our mix of no-compromises high performance and scale enables our customers to use our platform for mission-critical applications that they have not entrusted to other platforms.
•Flexible. Couchbase enables the principles of agile development and CI/CD through a wide range of toolsets designed to provide maximum flexibility for application developers and give them the power to utilize the data inside our database. Couchbase was built with a flexible JSON data model to enable schema changes without downtime, enabling continuous deployment.
•Familiar. Through our query language SQL++, we also leveraged 30 years of innovation in SQL such as join and aggregation operations and have extended it for JSON. SQL++’s unique capabilities enable enterprises to redeploy their SQL-trained DBAs and minimize disruption, enabling an easier transition from relational to our “not only SQL” version of NoSQL.
•Affordable. Our platform has been designed for multi-dimensional scaling which allows customers to only pay for the resources they need. We also offer a high-data density storage engine which makes each node do more, reducing operational cost. Our memory-first architecture drives millisecond data response at scale, resulting lower price-performance compared to other fully-managed document databases. We also offer a cost-effective consumption model via our fully-managed database-as-a-service.
•Future Proof. We designed Couchbase to run wherever a customer wants, as a multi-cloud to edge distributed database that can be deployed on any combination of multiple public clouds without lock in, private clouds, virtual machines, containers and bare metal servers and right out to the edge. Customers looking for a turnkey way to deploy Couchbase Server are able to do so with Couchbase Capella, our fully-managed database-as-a-service. Because Couchbase Capella is fully-managed and automated, customers can focus on development, improving their applications and reducing time to market, instead of worrying about operational database management efforts.
Our Competitive Strengths
Our competitive strengths include the following:
•Powerful for Both Enterprise Architects and Application Developers. Our architecture is designed for high availability and performance at massive scale, while enabling agile application development with a flexible data model.
•Land and Easily Expand on a Single Platform Workload by Workload. Our platform makes it easy for enterprises to get started with Couchbase and over time, we can take over database requirements for mission-critical applications. This increases adoption to make Couchbase a source of truth and system of record for enterprises and enables us to become a core part of our customers’ IT systems.
•Enable Flywheel Go-To-Market Motion Combining “Buy-from” and “Sell-to.” Our go-to-market strategy is driven by our differentiated technology, which allows us to drive customer adoption through a mature “sell-to” motion targeting enterprise architects that is complemented by a “buy-from” motion targeting application developers. This provides us with a powerful flywheel that will continue to expand the reach and awareness of our platform among enterprise architects and application developers, which we believe will enable us to drive more effective marketing initiatives, shorter sales cycles and higher sales volume.
•Architected for Today and Tomorrow. We have architected our platform with a long-term vision towards providing the highest performance, reliability, scalability and agility for mission-critical applications at the largest enterprises all in one unified platform. In doing so, we have tackled and solved major computer science problems.
8
•People and Culture (Be Valued, Create Value). Our most important asset is our people. We are committed to a work environment where each employee feels valued, respected and treated like a critical member of the team to contribute to the company as well as to the broader community. Our true purpose is greater than career aspirations and corporate missions—it is about making life better for everyone we care about.
Our Growth Strategy
Key elements of our growth strategy include:
•Focus on Sustained Differentiation and Innovation for Enterprise Applications
•Couchbase Capella to Enable Easy Management and Consumption of our Sophisticated Core Platform. Couchbase Capella allows customers to get started with Couchbase quickly, easily and affordably. Couchbase Capella is a fully managed database-as-a-service based on our core platform that eliminates database management efforts and reduces a customer’s need to buy, deploy and manage additional databases or supporting technologies. We have and will continue to invest in Couchbase Capella by extending our offering to be available on additional cloud service providers and improving the developer experience.
•Core Platform to Enable Agility, Flexibility with Performance. Our modern database for enterprise applications appeals to both software architects and application developers alike. Couchbase Server combines the best aspects of relational database technology with the flexibility of a modern database, further enhancing Couchbase’s capability as a relational offload. Couchbase Mobile enables developers to build modern applications, including those at the edge, that are highly available and fast to deliver great customer experiences regardless of internet connectivity. We have and will continue to invest to enhance our single unified platform to further eliminate the need for point solutions so customers don’t have to manage separate technologies and independent data models. For example, we plan to invest in updates to our analytics features and support for additional processing architectures.
•Building out a Strong Enterprise Go-to-Market Motion and Growing Mindshare among Application Developers
•Expand within our Customer Base. Many of our customers begin by deploying our platform for initial applications as a cache or source of truth. As these customers realize the benefits of our platform, they may choose to deploy Couchbase as a system of record for their mission-critical applications. Our platform is built for customers to consolidate multiple point solutions from caching to a document database into a single high performance, reliable, scalable and agile platform.
•Grow Our Customer Base with New Customers. Our go-to-market motion is built on a highly instrumented direct selling motion to enterprises for mission-critical applications. Our “sell-to” motion focuses on capturing the top down strategic demands of enterprises through enterprise architects. To compliment the “sell to” motion, we are investing to grow our “buy-from” selling motion through application developers, who are a key constituent driving digital transformation within their companies.
•Invest in Growing Our Ecosystem. We will grow our partner ecosystem of ISVs, cloud service providers and systems integrators to extend our reach. We will also invest in growing our developer community to increase mindshare among an influential audience.

9
Our Products
Our modern database is designed for the requirements of enterprises who need performance, reliability, scalability and agility and for an easy transition from legacy relational databases to our platform.
Couchbase Capella
Couchbase Capella is a fully-managed, automated and secure database-as-a-service that simplifies database management by deploying, managing and operating Couchbase Server across cloud environments with just a few clicks. We have reimagined the database with our fast, flexible and affordable cloud database platform Couchbase Capella, allowing organizations to quickly and cost-effectively build applications that deliver premium experiences to their customers – all with best-in-class price performance. Couchbase Capella uniquely has built-in Application Services so developers can easily build always on and always reliable apps.
Couchbase Server
Couchbase Server is a full-featured, multi-service NoSQL database. Our platform bridges the best aspects of relational databases, like distributed ACID transactions, with the flexibility of a modern database. Unlike most NoSQL databases, Couchbase provides a comprehensive SQL-compatible query language, SQL++, that allows for a wide array of data manipulation functions. Couchbase Server can be deployed on-premise or on any cloud.
Couchbase Mobile
Couchbase Mobile is a full-featured embedded NoSQL database for mobile and edge devices that enables an always-on experience with high data availability, even without internet connectivity. It also includes a synchronization gateway that allows for secure data sync between mobile devices and the backend data store. Capacity can also be added at every tier—on the device, over the internet and in the cloud—to easily scale to millions of users as demand grows.
Our Technology
We have taken a long-term approach in building our platform, enabling enterprises with the highest requirements to use Couchbase for their mission-critical applications. A core tenant of our development is committing to the highest standards and building a solution underpinned by key architectural decisions to sustain platform differentiation. In doing so, we have overcome some of the most challenging computer science problems in database technologies. We focus our innovation on not only solving modern data problems, but delivering solutions with elegance to our customers.
Core Architecture
Couchbase is a modern database that offers integrated data access to enable enterprise architects and application developers to address the requirements of enterprise applications and to take advantage of cloud infrastructure. We have incorporated the following core design principles into our platform architecture:
base-20230131_g1.jpg
10
Memory-First
Couchbase is architected as a shared-nothing distributed database, leveraging fast memory and network to replicate data within a cluster and across data centers to achieve data resiliency and high availability at scale. With topology-aware clients and an integrated object cache, Couchbase can achieve sub-millisecond latency, which we believe eliminates the need for a secondary in-memory product as required with other databases. The integrated object cache reduces overall system complexity for development and operations and helps reduce total cost of ownership (“TCO”).
Persistence
Couchbase enables write operations to happen at memory and network speed while asynchronously processing persistence, replication and index management. Spikes in write operations do not block read or query operations, while background processes will persist and replicate data rapidly without slowing down the rest of the system. This enables the system to maintain sub-millisecond latency even as the system scales to support higher workloads. Durability and consistency options are available to allow application developers to decide when and where to increase latency in exchange for stricter durability and consistency guarantees.
Elastic Scalability
Couchbase is architected to leverage the elasticity of cloud infrastructure and run on a cluster of commodity servers. As nodes are added or removed from a cluster, data and its replicas are automatically redistributed across the available nodes, without any interruptions to operational workloads and any manual interventions by administrators. Automatic data partitioning reduces operational complexity relative to other NoSQL databases that require users to manually specify how to partition data based on access patterns.
With our multi-dimensional scaling (MDS) technology, administrators can control the scalability of the individual services (data, query, indexing, search, eventing and analytics) based on their workload characteristics. With MDS, hardware can be optimized and provisioned based on the workload, making for more efficient use of compute, storage and network resources. We believe this enables Couchbase to deliver high performance with lower total cost of ownership.
ACID Transactions
An advantage of Couchbase transactions is that customers are able to maximize platform performance by choosing when to use them. Customers can interleave operations that require strong ACID guarantees with those that do not to get both the performance and scale of a NoSQL system and the transactional guarantees of a traditional database. This gives customers the power to decide when to pay the transaction cost rather than having the database impose it unconditionally for every operation.
Distributed Replication
One of the key advantages of Couchbase is the built-in capability to distribute data and its replicas across multiple servers to support the 24x7 uptime requirements of mission-critical applications. Data and its replicas are intelligently placed across multiple racks and availability zones to protect against infrastructure failures. Couchbase also supports XDCR (cross data center replication) for high availability and disaster recovery to protect against large-scale data center failures. While traditionally data is replicated in minutes based on batch transfer of transaction logs, with Couchbase the data loss window is greatly reduced as data is replicated in real time from memory to memory in milliseconds.
Single Unified Platform
We combine the best of relational databases, like distributed ACID transactions, with the flexibility and scale of a document database, allowing customers to expedite application modernization initiatives. Bridging relational with NoSQL in a single unified platform means customers no longer need to use one database for transactions and a separate database for developer agility and scale. Similar to how a smartphone provides an order of magnitude improvement in simplicity and management by consolidating a telephone, music player, GPS navigator and web browser, we set out to consolidate
11
multiple layers and components commonly used to develop an application into an integrated platform. The core capabilities of our platform include:
Key Value
Our platform can support millions of key-value lookups with sub-millisecond latency without requiring a secondary caching layer.
Query
Couchbase extends SQL, the standard query language used in the relational world, to support the JSON data model, retaining the benefits of SQL, including its high-level declarative nature, while allowing it to handle the more complex data structures commonly found in modern web, mobile and IoT applications.
Indexing
Indexes provide efficient means to query data without scanning the entire database. Indexes can be partitioned independently and as new requirements arise, applications can create new indexes with their own partition keys without affecting the performance of existing queries. With data and index separation, applications can add as many indexes as needed without affecting write latency.
Full-Text Search
Application developers can easily add powerful and flexible search capabilities to their applications, without the complexity of installing and managing a separate search engine. Our platform integrates full-text search with its query service to allow application developers to use full-text search queries directly within an SQL query, eliminating the need to write complex code to process and combine the results from separate SQL and search queries.
Eventing
Eventing is a highly available, performant and scalable service which enables user-defined business logic to be invoked in real time on the server when application interactions create changes in the data. Eventing makes it easy to develop, deploy and maintain data-driven business rules from a centralized platform, eliminating the complexity with maintaining and updating business rules in all applications consistently.
Analytics
With the Couchbase Analytics service, our parallel data management capability for Couchbase Server designed to efficiently run complex queries, Couchbase Server is able to support hybrid operational/analytical workloads. Users can run ad hoc analytical queries on operational data using a Massively Parallel Processing query engine, without impacting operational application performance or requiring the movement of data to a secondary analytics solution. The Couchbase Analytics service also allows quick ingestion of operational data, making it immediately available for analytical queries.
Develop with Agility, Deploy at Scale, Run Anywhere
The Couchbase platform and its integrated services are designed to enable application developer agility, while making it easy to secure, deploy and manage global deployments at scale. Couchbase also automates common tasks to increase operational efficiency. Our database automatically shards data, instead of requiring a database administrator to manually shard it. Our platform also manages failover by detecting that a node or group is unresponsive and then initiates a failover process. Nodes can be added or removed in minutes with push-button simplicity, without any downtime or code changes.
Uniform Programming Model
With a single connection through our Couchbase Developer Application Toolkit, application developers can access all the Couchbase services using our client software development kits, or SDKs, in language-specific APIs with uniform syntax. Unlike other NoSQL databases, applications written on a laptop against a single-node development cluster will run without any code changes when deployed on a multi-node production cluster in which the data is automatically shared.
12
SQL++: Big Data and SQL Integration
Couchbase integrates easily with the big data and SQL ecosystem of an enterprise. Current supported integrations include Spark, Kafka, Elasticsearch and BI/ETL tools via CData connector such as Tableau, PowerBI, Talend and Informatica, among others.
Container and Cloud Deployments
Couchbase can be controlled and automated within Kubernetes without manual deployment and life-cycle management. Couchbase on containers and Kubernetes provides a powerful cloud-native data platform with autonomous database management capabilities, including automated deployments, auto-scaling based on workloads, scheduled backups and automated upgrades. Our Couchbase Autonomous Operator enables the DevOps team to run Couchbase through a Kubernetes platform and provides freedom from cloud vendor lock-in and supports hybrid and multi-cloud strategies.
Full-Stack Security
Couchbase provides end-end enterprise-level security for data everywhere—on the wire, on the device, in the cloud and in the data center. While the requirement to secure data remains unchanged, the security requirements differ at each layer. The Couchbase Data Platform is designed with all of these requirements in mind to simplify security enforcement and compliance.
Our Customers
As of January 31, 2023, we had 675 customers worldwide. Our customers range from cloud-native organizations to those who are undergoing digital transformation and range from small and medium-sized enterprises to top businesses in their respective industries and in the Fortune 100.
Marketing, Sales and Partners
Our marketing, sales and partner organizations work closely together to drive market awareness and adoption of our technology and services, build new business pipelines and develop strong customer and partner relationships to drive revenue growth.
We have two major avenues to drive customer adoption: through our mature enterprise “sell-to” motion and through our evolving developer-led “buy-from” motion. Our highly-instrumented “sell-to” model aligns marketing investments with sales capacity to deliver sufficient pipeline creation to meet our business goals, taking into consideration lag times, sales cycle duration and conversion at each stage through the funnel. We have built a sales organization that understands the strategic needs of enterprises as well as a marketing organization that emphasizes our enablement of digital transformation through our no-compromises approach to performance, resiliency and scale and TCO savings. Our “buy-from” motion is fueled by a range of product-led growth initiatives targeting our application developer community to drive adoption. For example, we offer free trials of Couchbase’s products to encourage adoption and invest in developer relations and community building to drive awareness among influential developer personas. We believe these offerings lead to future purchases.
Marketing
Our marketing efforts are focused on building our brand reputation as well as generating interest and demand for our platform from our two primary target audiences: enterprise architects and application developers. In addition, due to the broad set of capabilities of our platform, we also market our value proposition to many other key functions, such as operational and technical teams, that work with and support our two primary target audiences. We do this through a combination of awareness building, digital and field-based demand generation, including user and customer advocacy, developer relations and developer community engagement and partner co-marketing.
Once we have identified qualified leads, we utilize nurture campaigns to accelerate sales cycles. We also use advanced predictive analytics and attribution tools to improve our targeting efforts and maximize the effectiveness of our demand generation investments, and ultimately, improve the return-on-investment from our marketing activities.
13
Sales
We primarily sell through our direct sales force, which consists of field professionals and inside sales personnel. Our sales organization is generally segmented based on account size, geography and, in our larger geographic markets, by industry vertical. To reach potential customers, we have built a significant field presence across the Americas, EMEA and APAC.
Our direct sales force includes sales engineers with deep technical expertise who provide pre-sales demonstrations to help prospective customers identify key use cases, as well as pre-sales technical support and solutions engineering for our customers. Our sales organization also leverages support from the strength of our customer advocacy.
Once adopted, usage of our modern database often rapidly expands across the enterprise. Our customer success team is a key driver of this land-and-expand model and engages with customers to help ensure that they are receiving value from our platform while also supporting a growing relationship over time by proactively guiding our customers to realize other strategic and transformative use cases and adopt our services.
Our land-and-expand efforts are also supported by our professional services and training organizations. Our professional services organization consists of subject matter experts that focus on helping customers accelerate their time to production and time to value.
Partners
We believe that strong engagement with our partner ecosystem affords us increased reach and greater distribution of our platform. Our PartnerEngage program, which serves as our umbrella program, is tailored to enable our partners to deliver an excellent experience for customers while achieving profitable growth.
Our partner efforts are focused on the following:
•Cloud Service Providers. CSPs are increasingly utilized by our customers to deliver Infrastructure-as-a-Service and Platform-as-a-Service, such as database-as-a-service. We partner with major CSPs on joint marketing programs and co-sell initiatives.
•Independent Software Vendors. We work with ISVs, such as Amdocs, to embed or bundle our platform with the applications or other solutions offered by ISVs to their customers.
•Systems Integrators. SIs, such as Infosys, incorporate Couchbase into technology solutions, both across and within specific verticals, and offer professional services to assist customers with application development, platform and cloud migrations and adoption.
•Technology Partners. We have a robust ecosystem of technology partners with partner-validated integrations with Couchbase. We develop joint solutions and go-to-market motions with these partners, such as Red Hat.
Human Capital Resources
We believe the foundation of our current and future success is our world-class organization, which combines our exceptional people with a culture we believe in and care deeply about. We are building a company that we are proud of, focusing on how we do things as much as on what we do.
As of January 31, 2023, we had a total of 740 employees located in 23 countries, including 323 in sales and marketing, 280 in research and development, 65 in general and administrative and 72 in cost of revenue functions. We also engage contractors and consultants as needed to support our operations.
In certain countries in which we operate, we are subject to, and comply with, local labor law requirements which may automatically make our employees subject to industry-wide collective bargaining agreements. None of our U.S. employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us. We have not experienced any work stoppages and we consider our relations with our employees to be good.
Our Values
Our values are the bedrock of our culture, weaving together elements of our past, present and future into a framework comprised of two foundational pillars and six beliefs. Our values stand as a guide for our intentions, behaviors, decisions, strategies and actions.
14
Be Valued
•Be a Good Human, Always. Be authentic. Assume and act with positive intent, even in tough times. Eliminate bias, foster inclusion. Be your best self. Smile.
•Act with Uncompromising Integrity, Period. Do the right thing, every time. Build trust with all constituents. Be honest and transparent. Do what you say. Be proactive.
•Serve Your Family, As Defined by You. Put your family first. Let the company work for you in times of need. Help your family benefit through the company’s success.
Create Value
•Attack Hard Problems, Driven by Customer Outcomes. Be courageous and innovative. Satisfy unmet, underserved needs. Deliver technical excellence and honesty. Enable transformations.
•Play to Win, Together. Plan for success. Put in the work, be proud of it. Balance confidence and humility. Never lose alone. Be a great teammate. Celebrate.
•Make Tomorrow Better than Today, Start Now. Have a bias for action. Execute with intensity and urgency. Know you have an impact. What we do matters. Enjoy the journey.
We work relentlessly to make Couchbase team members feel valued so they can then work together to create value for our customers, partners and stockholders. In a world where career choices for high performers are plentiful, we believe our culture is why top talent choose to join and stay at Couchbase.
Compensation and Benefits
We take a total rewards approach to benefits for the value our employees create, so that they may in turn best serve themselves and their families. In addition to base salary or wages, total rewards for eligible employees may include bonus and equity, as well as benefits such as time off, holidays, insurance, retirement plan contributions, monthly lifestyle spending account credits and others. We constantly study and evaluate our benefits programs and policies to best attract and retain talent.
Employee Engagement
Our team seeks to live our values to make tomorrow better than today for customers, partners and each other. To foster and maintain a culture around our values, Couchbase collects employee feedback through regular, confidential surveys. We use these results to assess and deepen employee engagement and to measure how well we create a great employee experience.
Additionally, we have been recognized externally, including as one of the Best Workplaces in the Bay Area in 2022 by Great Place to Work and Fortune Magazine, based on survey results from our employees.
Research and Development
Our research and development organization is responsible for the research, design, architecture, development, testing and quality of our platform as well as the continued maintenance and improvement of our existing products. Our research and development organization consists of platform and cloud engineering, product management, quality engineering and performance engineering teams.
Our software development process is based on iterative releases leveraging small functional teams. Our small development teams enable greater agility and efficiency to develop new features and enhance our existing products.
Our research and development organization is primarily located in the United States, the United Kingdom and India as well as remotely distributed across the globe, which we believe is a strategic advantage for us, allowing us to develop and expand our technology capabilities more efficiently.
Intellectual Property
Our success depends, in part, upon our ability to protect our intellectual property rights with respect to our technology, inventions, improvements, proprietary rights and other assets through, a combination of patent applications, copyrights, registered and unregistered trademarks, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, intellectual property assignment agreements and other contractual measures. As of January 31,
15
2023, we owned three issued U.S. patents, five U.S. non-provisional patent applications, one U.S. provisional patent application, one pending Patent Cooperation Treaty, or PCT, application, and four foreign patent applications. In addition, as of January 31, 2023, we owned five registered trademarks in the United States and a number of registered trademarks in non-U.S. jurisdictions.
Our products include software that is licensed to us by third-party authors under open source licenses, and we expect to continue to incorporate such open source software in our products in the future. Although most of our code is developed in-house, we also contribute to and receive a limited amount of contributions from the open source developer community.
See the section titled “Risk Factors—Risks Related to Our Open Source and Intellectual Property” for information regarding risks related to our use of open source and our intellectual property.
Compliance with Government Regulation
See the section titled “Risk Factors—Risks Related to Our Legal and Regulatory Environment” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations.
Competition
The market in which we operate is competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of new products and services. A number of other companies have developed or are developing products and services that compete with some or all of our products or have functionalities similar to those of our platform. These competing offerings may also be complimentary with ours and customers often deploy our platform alongside a competitor’s product. However, many of these competing products and services do not offer complete solutions—often they provide accessory solutions or a feature comparable to a component of our platform.
We primarily compete with established legacy database providers, such as Oracle, IBM and Microsoft, providers of NoSQL database offerings such as MongoDB, and cloud infrastructure providers with database functionalities, such as Amazon, Microsoft and Google. We expect competition to increase as other established and emerging companies enter our market, as customer requirements evolve and as new offerings and technologies are introduced.
We believe the primary factors of competition in our market include:
•effectiveness with both enterprise architects and application developers;
•platform functionality, including agility, flexibility and performance at scale;
•ease of deployment, management and operation;
•ability to enable flexible deployment across on-premise, cloud, hybrid and mobile environments;
•ability to handle massive and increasing data volumes;
•ability to provide best-of-breed solutions;
•ability to bundle and address a variety of evolving customer needs, requirements and use cases in one platform;
•ability to provide enterprise-class technology that is secure and reliable;
•variety of consumption models and offerings;
•price and total cost of ownership (TCO);
•strength of sales and marketing efforts; and
•brand awareness and reputation.
We believe we compete favorably on these factors.
We plan to continue to innovate and evolve our platform and technology to empower our customers. However, we could face significant risks to our business, financial condition and results of operations as a result of competition. For additional information, see the section titled “Risk Factors—Risks Related to Our Industry and Business—We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.”
16
Corporate Information
We were incorporated in 2008 as NorthScale, Inc., a Delaware corporation. In 2010, we changed our name to Membase, Inc. In 2011, Membase, Inc. merged with CouchOne, Inc. and in connection with the merger, we changed our name to Couchbase, Inc. Our principal executive offices are located at 3250 Olcott Street, Santa Clara, California 95054, and our telephone number is (650) 417-7500. Our website address is www.couchbase.com. Information contained on, or accessible through, our website does not constitute part of this Annual Report on Form 10-K and inclusions of our website address in this Annual Report on Form 10-K are inactive textual references only. You should not consider information contained on our website to be part of this Annual Report on Form 10-K or in deciding whether to purchase shares of our common stock.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are filed with the Securities and Exchange Commission, or the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at investors.couchbase.com when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only.
We announce material information to the public through filings with the SEC, the investor relations page on our website, press releases, our Twitter account (@Couchbase), our Facebook page, our LinkedIn page, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

17
Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. The last day of our fiscal year is January 31. Our fiscal years ended January 31, 2023, 2022 and 2021 are referred to herein as fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
Risks Related to Our Industry and Business
We have a history of net losses and may not achieve or maintain profitability in the future.
We have incurred net losses since our inception, and we expect to continue to incur net losses in the near future. We incurred net losses of $68.5 million, $58.2 million and $40.0 million for fiscal 2023, 2022 and 2021, respectively. As of January 31, 2023, we had an accumulated deficit of $410.5 million. We expect our costs to increase in future periods. In particular, we intend to continue to invest significant resources to further develop our platform, expand our sales and marketing and expand our operations and infrastructure, both domestically and internationally. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. As we develop as a public company, we may incur additional legal, accounting and other expenses that we did not incur historically. Any failure to increase our revenue sufficiently at a rate that exceeds the rate of increase in our investments and other expenses could prevent us from achieving or maintaining profitability.
We may not continue to grow on pace with historical rates.
Our historical revenue growth should not be considered indicative of our future performance. Our revenue was $154.8 million, $123.5 million and $103.3 million for fiscal 2023, 2022 and 2021, respectively. However, you should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics or key business metrics growth in future periods. In particular, our revenue growth rate has fluctuated in prior periods. We expect our revenue growth rate to continue to fluctuate over the short term. Our revenue growth rate may also decline in future periods for a number of reasons, including slowing adoption of or demand for our products and services, increasing competition, a decrease in the growth of our overall market, changes to technology or our failure to capitalize on growth opportunities, among others. In addition, our revenue growth rate may experience increased volatility due to global societal and economic disruption. If our revenue growth rate declines, investors’ perceptions of our business and the market price of our common stock could be adversely affected.
If we fail to manage our growth effectively, our brand, business, financial condition and results of operations could be adversely affected.
We have experienced strong growth in our employee headcount, our geographic reach and our operations, and we expect to continue to experience growth in the future. Our employee headcount grew from 646 as of January 31, 2022 to 740 as of January 31, 2023. Employee growth has occurred both at our headquarters and in a number of locations across the United States and internationally. Our ability to manage our growth effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to effectively integrate, develop and motivate a large number of new employees, while maintaining the beneficial aspects of our culture. Continued growth could challenge our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain customer satisfaction. In addition, we have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in evolving industries, including market acceptance of our products and services, intense competition and our ability to manage our costs and operating expenses. Further, as our customers adopt our products and services for an increasing number of use cases, we have had to support more complex commercial relationships. We must continue to improve and expand our information technology (“IT”), and financial infrastructure, operating and administrative systems and relationships with various partners and other third parties. In addition, we operate globally, sold subscriptions in more than 50 countries as of January 31, 2023 and have established numerous international subsidiaries. We plan to continue to expand our international operations into other countries in the future, which will place additional demands on our resources and operations. If we do not manage the growth of our
18
business and operations effectively, the quality of our products and services and the efficiency of our operations could suffer. This could impair our ability to attract new customers, retain existing customers and expand their use of our products and services, any of which could adversely affect our brand, business, financial condition and results of operations.
We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.
The database software market in which we operate is competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of new products and services. Many established businesses aggressively compete against us and have offerings with functionalities similar to those of our products and services. These competing offerings may also be complementary with ours and customers often deploy our platform alongside a competitor’s product.
We primarily compete with established legacy database providers, such as Oracle, IBM and Microsoft, providers of NoSQL database offerings, such as MongoDB, and cloud infrastructure providers with database functionalities, such as Amazon, Microsoft and Google. In the future, other large software and internet companies with substantial resources, customers and brand power may also seek to enter our market.
Many of our existing competitors have, and our potential competitors could have, substantial competitive advantages, such as:
•greater name recognition and brand awareness, longer operating histories and larger customer bases and application developer communities;
•larger sales and marketing budgets and resources;
•broader distribution and established relationships with partners and customers;
•greater professional services and customer support resources;
•greater resources to make acquisitions and enter into strategic partnerships;
•lower labor and research and development costs;
•larger and more mature intellectual property rights portfolios; and
•substantially greater financial, technical and other resources.
If we fail to compete effectively with respect to any of these competitive advantages, we may fail to attract new customers or lose or fail to renew existing customers, which would adversely affect our business, financial condition and results of operations.
We expect competition to increase as other established and emerging companies enter our market, as customer requirements evolve and as new offerings and technologies are introduced. New start-up companies that innovate and competitors that are making significant investments in research and development or that are in adjacent markets may introduce similar or superior offerings and technologies that compete with our offerings. Potential customers may also believe that substitute technologies which have similar functionality or features as our products are sufficient, or they may believe that ancillary solutions that address narrower segments overall are nonetheless adequate for their needs. Our competitors could also introduce new offerings with competitive pricing and performance characteristics or undertake more aggressive marketing campaigns than ours. Further, we have historically elected to make core portions of our source code available on an open source basis to facilitate adoption, as well as collaboration and participation, from our application developer communities. However, we may not be successful in this strategy, and our move toward source-available licensing, as well as the continued availability of our source code, may enable others to compete more effectively against us. Such competitive pressures may adversely affect our financial performance. Further, the market in which we compete has attracted significant investments from a wide range of funding sources, and we anticipate that many of our competitors will continue to be well-capitalized. These investments, along with the other competitive advantages discussed above, may allow our competitors to compete more effectively against us. In addition, conditions in our market could change rapidly and significantly as a result of technological advancements and changing customer preferences and companies with greater financial resources and technical capabilities may be able to respond more quickly to changes that could render our products and services less attractive or obsolete. Additionally, some of our current or potential competitors have made or could make acquisitions of businesses or establish cooperative relationships, among themselves or with others, that may allow them to offer more directly competitive and comprehensive offerings than were previously offered and adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate
19
or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or potential competitors. If we are unable to anticipate or effectively react to competitive challenges, our competitive position would weaken, and our business, financial condition and results of operations would be adversely affected.
We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.
Our continued growth depends, in part, on our ability to cost-effectively acquire new customers. Numerous factors, however, may impede our ability to add new customers, including our failure to attract, effectively train, retain and motivate sales and marketing personnel, our failure to develop or expand relationships with our partners, our failure to foster awareness of our platform including through an inability to leverage the Community Edition or free trials of our products and our failure to otherwise expand our relationships with enterprise architects, application developers and other key functions that support them, including operational and technical teams.
Our success also depends, in part, on our existing customers renewing their subscriptions upon the expiration of existing contract terms and our ability to expand our relationships with our existing customers, including broadening their use cases within our products and adopting additional Couchbase products and services. The non-cancelable term of our subscriptions typically ranges from one to three years but may be longer or shorter in limited circumstances. Our customers have no obligation to renew or upgrade their subscriptions, and in the normal course of business, some customers have elected not to renew. In addition, our customers may decide not to renew their subscriptions with a similar contract period or at the same prices or terms or capacity, or may decide to otherwise downgrade their subscriptions. For example, the impact of the macroeconomic environment, including COVID-19, has caused, and may in the future continue to cause, certain customers to request concessions including extended payment terms or better pricing, increased customer churn, a lengthening of our sales cycles with prospective customers, a delay of planned projects or expansions and reduced contract values with certain prospective and existing customers. Our customer retention or our customers’ use of our products and services may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our products and services, our licensing models, the prices, features or perceived value of competing offerings, changes to our offerings or general economic conditions. Our business model entails significant investments in our technology, sales and marketing function and operations ahead of our planned growth. If these efforts fail and our customers do not renew, increase their subscriptions or increase their usage of our offerings, or if they renew their subscriptions on terms less favorable to us or fail to increase adoption of our products and services, our business, financial condition and results of operations would be adversely affected.
Additionally, our success depends, in part, on our determination of which product features to include in our free versus paid versions of our products (which we call the Community Edition and Enterprise Edition, respectively, for our Server and Mobile suite of products) including the timing of when to incorporate Enterprise Edition features into our Community Edition products. Any failure on our part to determine the correct balance and timing may adversely affect our business. Existing or potential customers may determine that the functionality of our free versions is sufficient for their needs and as a result may not convert from the use of our Community Edition or free trials to a paid product or downgrade from our paid products. Further, users of our Enterprise Edition Server and Mobile products may violate our license terms by using our product without paying for a required subscription or by exceeding their subscription entitlements, and we may not always be able to determine when this occurs or enforce our license terms.
In addition, our ability to increase our customer base, in particular, in new industry verticals that we are still growing our presence in, and our ability to achieve broader market acceptance of our products and services in such industries, will depend, in part, on our ability to effectively organize, focus and train our sales and marketing personnel, develop efficient pricing and product strategies and educate the enterprise architects and application developers in such industries about the benefits and features of our products and services. Adapting our products and services and our marketing efforts to target specific industries will require significant resources. If the costs of these sales and marketing efforts and investments do not result in corresponding increases in revenue, our business, financial condition and results of operations may be adversely affected.
The market for our products and services is relatively new and evolving, and our future success depends on the growth and expansion of this market.
The market for our products and services is relatively new and evolving, and it is uncertain whether this market will continue to grow, and even if it does grow, how rapidly it will grow, or whether our products and services will be more widely adopted. For example, many enterprises have invested substantial resources into legacy database solutions and may be reluctant or unwilling to migrate to or invest in alternative solutions. Accordingly, any predictions or forecasts about our
20
future growth, revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. Our success will depend, in part, on market acceptance and the widespread adoption of our products and services as an alternative to other offerings and the selection of our products and services over competing offerings that may have similar functionality. Technologies related to database offerings are still evolving and we cannot predict market acceptance of our products and services or the development of other competing offerings based on entirely new technologies. For example, we currently derive and expect to continue to derive a substantial majority of our revenue and cash flows from subscriptions for, and services related to Couchbase Server and Couchbase Mobile. Demand for our platform is affected by a number of factors, many of which are beyond our control, including continued market acceptance by existing customers and potential customers, the ability to expand the product for different use cases, the timing of development and releases of new offerings by our competitors, technological change and the growth or contraction in the market in which we compete. It is possible that customer adoption of our new products, such as Couchbase Capella, may replace a portion of customer spend on our existing products. If the market for database solutions, and for NoSQL database solutions in particular, does not continue to grow as expected, or if we are unable to continue to efficiently and effectively respond to the rapidly evolving trends and meet the demands of our customers, achieve more widespread market awareness and adoption of our products and services or otherwise manage the risks associated with the introduction of new products and services, our competitive position would weaken and our business, financial condition, results of operations and prospects would be adversely affected.
If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.
Our ability to attract new customers and expand our relationship with our existing customers depends, in part, on our ability to enhance and improve our products and services, introduce compelling new features and address additional use cases. To grow our business and remain competitive, we must continue to enhance our products and services and develop features that reflect the constantly evolving nature of technology and our customers’ needs. Our market is also subject to rapid technological change, evolving industry standards and changing regulations, as well as changing customer needs, requirements and preferences. The success of any new or enhanced product or service features depends on several factors, including our anticipation of market changes and market demand for the enhanced features, timely completion and delivery, adequate quality testing, integration of our products and services with existing technologies and applications and competitive pricing. For example, in October 2021, we announced Couchbase Capella, which permits our customers to deploy their database in Couchbase Capella in an Amazon Web Services environment fully hosted by us. Further, in fiscal 2023, we announced Couchbase Capella’s availability on the Google Cloud Platform (“GCP”) and Microsoft Azure, as well as launched Couchbase Capella App Services on Amazon Web Services and GCP. As a relatively new product offering, it is uncertain whether Couchbase Capella will be widely adopted or how well it will be received by our existing and potential customers. If our investments in new products and services, including Couchbase Capella, are not successful, our business, financial condition and results of operations would be adversely affected.
In addition, because our products and services are designed to operate with a variety of systems, applications, data and devices, we will need to continuously modify and enhance our products and services to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. The addition of features and solutions to our products and services will increase our research and development expenses. Further, the addition of new products, such as Couchbase Capella, will increase our compliance and other expenses, including personnel and security and cloud infrastructure expenses. Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related research and development and other related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we are unable to successfully develop new product features, enhance our existing product features to meet customer requirements, gain market acceptance or otherwise manage the risks associated with the development of new products and features, our business, financial condition and results of operations would be adversely affected. If new technologies emerge that enable others to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact our ability to compete effectively.
Our professional services and training have grown as our subscription revenue has grown. We believe our investment in services facilitates the adoption of our products. As a result, our sales efforts have focused on helping our customers realize the value of our products rather than on the profitability of our services business. In the future, we intend to price our services based on the anticipated cost of those services with the aim of improving the gross profit percentage of our professional services business. If we are unable to manage the growth of our services business and improve our profit margin from these services, our results of operations, including our profit margins, will be harmed.
21
We have a limited operating history, which makes it difficult to predict our future results of operations.
We were formed in 2011 with the merger of Membase, Inc. and CouchOne, Inc. Since our formation, we have frequently expanded our product features and services and evolved our pricing methodologies. Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include our ability to:
•accurately forecast our revenue and plan our expenses;
•increase the number of new customers and retain and expand relationships with existing customers;
•successfully introduce new products and services;
•successfully compete with current and future competitors;
•successfully expand our business in existing markets and enter new markets and geographies;
•anticipate and respond to macroeconomic and technological changes and changes in the markets in which we operate;
•maintain and enhance the value of our reputation and brand;
•maintain and expand our relationships with partners;
•maintain and expand our relationships with enterprise architects, application developers and other key functions that support them;
•successfully execute on our sales and marketing strategies;
•adapt to rapidly evolving trends in the ways consumers interact with technology;
•hire, integrate and retain talented technology, sales, customer service and other personnel; and
•effectively manage rapid growth in our personnel and operations.
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, results of operations, key business metrics and prospects could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.
Our future results of operations and key business metrics may fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.
Our results of operations and key business metrics may fluctuate from period to period as a result of a number of factors, many of which are outside of our control and may be difficult to predict. Some of the factors that may cause our results of operations and key business metrics to fluctuate from period to period include:
•market acceptance and the level of demand for our products and services, including new products and services we offer;
•the quality and level of our execution of our business strategy and operating plan;
•the effectiveness of our sales and marketing programs;
•the length of our sales cycle, including the timing of renewals;
•our ability to attract new customers, particularly large enterprises;
•our ability to retain customers and expand their adoption of our products and services, particularly our largest customers;
•our ability to successfully expand internationally and penetrate key markets;
22
•our failure to maintain the level of service uptime and performance required by our customers with certain of our products;
•technological changes and the timing and success of new or enhanced product features by us or our competitors or any other change in the competitive landscape of our market;
•our product mix and the revenue recognition related to such products;
•changes in the average contract term or the timing of revenue recognition, any of which may impact implied growth rates;
•changes to our packaging and licensing models, which may impact the timing and amount of revenue recognized;
•increases in and the timing of operating expenses that we may incur to grow our operations and to remain competitive;
•pricing pressure as a result of competition or otherwise;
•seasonal buying patterns;
•delays in our sales cycles, decreases in sales to new customers and reductions in upselling and cross-selling to existing customers due to macroeconomic conditions;
•the implementation of cost-saving activities as a result of macroeconomic conditions;
•the impact and costs, including those with respect to integration, related to the acquisition of businesses, talent, technologies or intellectual property rights;
•our inability to enforce our licenses associated with our products;
•our ability to successfully hire and retain employees and key members of our management team;
•changes in the legislative or regulatory environment;
•adverse litigation judgments, settlements or other litigation-related costs; and
•general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability, as well as the effects of foreign exchange fluctuations.
Any one or more of the factors above may result in significant fluctuations in our results of operations. We also intend to continue to invest significantly to grow our business in the near future. In addition, we generally experience seasonality based on when we enter into agreements with customers, and our quarterly results of operations generally fluctuate from quarter to quarter depending on customer buying habits. This seasonality is reflected to a lesser extent, and sometimes is not immediately apparent, in revenue, due to the fact that a substantial portion of our subscription revenue is recognized ratably over the term of the subscription, which typically ranges from one to three years. We expect that seasonality will continue to affect our results of operations in the future. The variability of our results of operations or other operating estimates could result in our failure to meet our expectations or those of securities analysts or investors. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our common stock could decline, and we could face costly lawsuits, including securities class action suits.
We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.
Subscription revenue accounts for a significant portion of our revenue, comprising 92%, 94% and 94% of total revenue for fiscal 2023, 2022 and 2021, respectively. Sales of new or renewal subscriptions may decline and fluctuate as a result of a number of factors, including customers’ level of satisfaction with our products, the prices of our products, the prices of competitors’ products and reductions in our customers’ spending levels or fluctuations in customer usage of consumption-based offerings. If our sales of new or renewal subscription contracts decline or if consumption-based customers consume Couchbase Capella at a slower rate than expected, our total revenue and revenue growth rate may decline and our business will suffer.
Under most of our contracts, we recognize a portion of subscription revenue upon transfer of the software license to the customer and the larger remainder of the transaction price ratably over the term of the arrangement. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information. As we
23
significantly rely on subscription revenue, a significant portion of the revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into in prior periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our results of operations for such period. Any such decline, however, would be reflected in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of and demand for our products and changes in our rate of renewals or customer churn may not be fully reflected in our results of operations until future periods. Our subscription-based products also make it difficult to rapidly increase our revenue through additional sales in any period, as a significant portion of such revenue from customers will be recognized over the term of the applicable agreement.
Further, we intend to increase our investment in research and development, sales and marketing and general and administrative functions and other areas to grow our business. These costs are generally expensed as incurred, as compared to our revenue, of which a significant portion is recognized ratably in future periods. We may recognize the costs associated with such increased investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our financial condition and results of operations.
We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.
We depend on our sales force to obtain new customers and to drive additional sales to existing customers by selling them new subscriptions and expanding the value of their existing subscriptions. We believe that there is significant competition for sales personnel, including sales representatives, sales managers and sales engineers, with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part, on our decision to hire and succeed in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. Our hiring, training and retention efforts have been, and may further be, hindered as a result of the intense competition for talent. New hires require significant training and may take significant time before they achieve full productivity, and our remote and online onboarding and training processes may be less effective than in-person training and take longer. Further, hiring sales personnel in new countries requires additional set up and upfront costs that we may not recover if the sales personnel fail to achieve full productivity. If we are unable to attract, retain, motivate and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner or our sales personnel are not successful in bringing potential customers into the pipeline, converting them into new customers or increasing sales to our existing customer base, our business, financial condition and results of operations would be adversely affected.
Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.
Sales to large customers involve risks that may not be present or that are present to a lesser extent with sales to smaller customers, such as longer sales cycles, more complex customer requirements, substantial upfront sales costs and less predictability in completing some of our sales. These risks may be enhanced in the current macroeconomic environment. For example, large customers may require considerable time to evaluate and test our products and services prior to making a purchase decision. They may also need to build and test the applications to be used with our products prior to a sale, which also lengthens and introduces additional uncertainty and risk to the sales process. A number of factors influence the length and variability of our sales cycles, including the need to educate potential customers about the uses and benefits of our products and services, the discretionary nature of purchasing and budget cycles and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycles, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete. Large customer sales have, in some cases, occurred in periods subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large transactions in a period could affect our cash flows and results of operations for that fiscal period and for future periods.
Moreover, large customers often require proof of concept deployments, free trials or begin to deploy our products on a limited basis but nevertheless negotiate pricing discounts, which all increase our upfront investment in the sales effort with no guarantee that sales to these customers will justify our substantial upfront investment. If we fail to effectively manage risks associated with sales cycles and sales to large customers, our business, financial condition and results of operations could be adversely affected.
24
If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.
We believe that maintaining and enhancing our brand and our reputation as a leader in the market for database solutions is critical to our relationship with our existing customers and partners and our ability to attract new customers and partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our ability to foster awareness among enterprise architects, application developers and other key functions that support them, our ability to continue to develop high-quality products and services, our ability to successfully differentiate our products and services from those of our competitors, our ability to maintain the reputation of our products and services for data security and our ability to obtain, maintain, protect, defend and enforce our intellectual property and proprietary rights. Our brand promotion activities may not be successful or yield increased revenue. In addition, independent industry analysts often provide reports of our products and services, as well as the offerings of our competitors, and perception of our products and services in the marketplace may be significantly influenced by these reports. If these reports are negative, or less positive as compared to those of our competitors, our reputation and brand may be adversely affected. Additionally, the performance of our partners may affect our reputation and brand if customers do not have a positive experience with our partners.
Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks and our competitors may adopt trade names or trademarks similar to ours leading to market confusion. If we are otherwise unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. The maintenance and promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, we expand into new geographies and markets and more sales are generated through our partners. Our brand promotion activities may not generate customer awareness or yield increased revenue, and even if they do, any increase in revenue from such brand promotion initiatives may not offset the increased expenses we incur. If we do not successfully maintain and enhance our reputation and brand, we may have reduced pricing power relative to our competitors, we could lose customers or we could fail to attract potential customers or expand sales to our existing customers, all of which could materially and adversely affect our business, financial condition and results of operations.
Our business could be adversely affected by economic downturns.
Prolonged economic uncertainties or downturns could adversely affect our business, financial condition and results of operations and key business metrics. Negative conditions in the general economy in either the United States or abroad, including inflation and rising interest rate concerns, conditions resulting from financial and credit market fluctuations, changes in economic policy, trade uncertainty including changes in tariffs, sanctions, international treaties and other trade restrictions, the occurrence of a natural disaster or global public health crisis such as the COVID-19 pandemic or armed conflicts, could continue to cause a decrease in corporate spending on IT offerings in general and negatively affect the growth of our business.
These conditions could make it extremely difficult for our customers and us to forecast and plan future business activities accurately and could cause our customers to reevaluate their decision to purchase our products and services, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Further, during challenging economic times, our customers may face issues in gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us, if at all. If that were to occur, we may be required to increase our allowance for doubtful accounts, which would adversely affect our results of operations.
A substantial downturn in any of the industries in which our customers operate may cause firms to react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their spending on IT offerings. Customers in these industries may delay or cancel projects or seek to lower their costs by renegotiating vendor contracts. To the extent subscriptions to our products or expenditures on our services are perceived by existing customers or potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general IT spending.
We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry or geography. Any economic downturns of the general economy or industries in which we operate would adversely affect our business, financial condition and results of operations.
25
Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.
Our products are complex, and therefore, undetected errors, failures or bugs have occurred in the past and may occur in the future. Our products are used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third-party applications and equipment and networking configurations, which may cause errors or failures in the IT environment into which our products are deployed. This diversity increases the likelihood of errors or failures in those IT environments. Despite testing by us, real or perceived errors, failures or bugs in our customer solutions, software or technology or the technology or software we license from third parties, including open source software, may not be found until our customers use our products. Real or perceived errors, failures or bugs in our products could result in negative publicity, security related incidents such as data breaches, data loss, unavailability or corruption, loss of or delay in market acceptance of our products, harm to our brand, weakening of our competitive position or complaints or claims by customers for losses sustained by them or our failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our products could impair our ability to attract new customers, retain existing customers or expand their use of our products, any of which could adversely affect our business, financial condition and results of operations.
For certain of our products, our success depends, in part, on the ability of our existing customers and potential customers to access such products at any time and within an acceptable amount of time. We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes or failures, human or software errors, malicious acts, terrorism, denial of service attacks or other security related incidents or capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In some instances, we may not be able to identify or remedy the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our products and customer implementations become more complex. If our products are unavailable or if our customers are unable to access our products within a reasonable amount of time or at all, or if other performance problems occur, we may experience a loss of customers, lost or delayed market acceptance of our platform and services, delays in payment to us by customers, injury to our reputation and brand, legal claims against us and the diversion of our resources. The foregoing risks associated with any outage or service disruptions are magnified by the fact that our platform is typically used by our customers to support mission-critical applications. In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations could be adversely affected.
Some of our customer contracts contain service level commitments, which contain specifications regarding response times for support, performance of our products and availability of our services. Any failure of or disruption to our infrastructure could impact the performance of our products and the availability of services to customers. If we are unable to meet our stated service level commitments or if we suffer extended periods of poor performance or unavailability of our products or services, we may be contractually obligated to provide affected customers with service credits for future subscriptions. In certain cases, we may face contract termination with refunds of prepaid amounts related to unused subscriptions. If we suffer performance issues or downtime that exceeds the service level commitments under our contracts with our customers, our business, financial condition and results of operations could be adversely affected.
Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.
Our customers sometimes depend on our technical support services to resolve issues relating to our products. Our ability to provide effective support is vital to our business as our products are often utilized by our customers for mission-critical applications and are often integrated with and dependent on other core technologies, which factors also increase the complexity and challenge of providing support. If we do not succeed in helping our customers quickly resolve issues or provide effective ongoing education related to our products, our reputation could be harmed, and our existing customers may not renew or expand their use of our products. To the extent that we are unsuccessful in hiring, training and retaining adequate customer support personnel, our ability to provide adequate and timely support to our customers and our customers’ satisfaction with our products, would be adversely affected. Our failure to provide and maintain high-quality customer support would harm our reputation and brand and adversely affect our business, financial condition and results of operations.
26
Our international operations and planned continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition and results of operations.
Our continued success and our growth strategy depend, in part, on our planned continued international expansion. We are continuing to adapt to and develop strategies to address international markets, but such efforts may not be successful.
Additionally, our international sales and operations are subject to a number of risks, including, without limitation:
•greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods;
•higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for our international operations;
•differing labor regulations, especially in the European Union (“EU”) where labor laws may be and often are more favorable to employees;
•challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices;
•fluctuations in exchange rates between the U.S. Dollar and foreign currencies in markets where we do business;
•management communication and integration problems resulting from language and cultural differences and geographic dispersion;
•costs associated with language localization of our products and services;
•risks associated with trade restrictions and foreign legal requirements, including any importation, certification and localization of our products and services that may be required in foreign countries;
•greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties and other trade restrictions;
•costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to laws and regulations governing our corporate governance, product licenses, data privacy, data protection and data security regulations, particularly in the EU;
•compliance with anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act and the United Kingdom Bribery Act 2010, violations of which could lead to significant fines, penalties and collateral consequences for us;
•risks relating to the implementation of exchange controls, including restrictions promulgated by the Office of Foreign Assets Control (“OFAC”) and other similar trade protection regulations and measures;
•heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements;
•the uncertainty of protection for intellectual property rights in some countries, particularly, those countries where we operate through a professional employer organization and do not have a direct contractual relationship with our service providers in such countries;
•exposure to regional or global public health issues, such as the outbreak of the COVID-19 pandemic, and to travel restrictions and other measures undertaken by governments in response to such issues;
•general economic and political conditions in these foreign markets, including inflation concerns and rising interest rates and political and economic instability in some countries, such as the significant military action against Ukraine launched by Russia and any related political or economic response and counter responses or otherwise by various global actors or general effect on the global economy;
•foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States; and
•double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.
27
If we are unable to address these difficulties and challenges or other problems encountered in connection with our international operations and expansion, we might incur unanticipated liabilities or we might otherwise suffer harm to our business generally. Some of our business partners also have international operations and are subject to the risks described above. These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition and results of operations.
In addition, compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in foreign government requirements and laws as they change from time to time. Failure to comply with these laws and regulations could have adverse effects on our business. In many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and third-party service providers will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or third-party service providers could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products and services and could have an adverse effect on our business, financial condition and results of operations.
We face fluctuations in currency exchange rates, which could adversely affect our financial condition and results of operations.
To the extent we continue to expand internationally, we will become more exposed to fluctuations in currency exchange rates. The strengthening of the U.S. Dollar relative to foreign currencies increases the real cost of our products and services for our customers outside of the United States, which could lead to the lengthening of our sales cycles or reduced demand for our products and services. Additionally, increased international sales may result in foreign currency denominated sales, increasing our foreign currency risk. Moreover, such continued expansion would increase operating expenses incurred outside the United States and denominated in foreign currencies. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.
We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
We track certain metrics, including ARR, dollar-based net retention rate and number of customers, with internal systems and tools that are not independently verified by any third party, and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. In addition, our ARR and dollar-based net retention rate calculations assume our customers will renew unless we receive notification of non-renewal and are no longer in negotiations prior to a measurement date, and will not increase or reduce, their subscriptions for our platform and services. If these assumptions prove to be incorrect, our actual ARR and dollar-based net retention rate may differ significantly from the metrics presented in this Annual Report on Form 10-K. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring these metrics. Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our key business metrics are not accurate representations of our business, if investors do not perceive our key business metrics to be accurate or if we discover material inaccuracies with respect to these figures, we expect that our business, reputation, financial condition and results of operations would be adversely affected.
28
We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate or integrate highly skilled personnel, which could adversely affect our business, financial condition and results of operations.
We depend on the continued contributions of our management team, key employees and other highly skilled personnel. Our management team and key employees are at-will employees, which means they may terminate their relationship with us at any time. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products. The competition for top management, engineering talent and other highly skilled personnel is high, and the loss of the services of any of our key personnel or delays in hiring required personnel, particularly within our research and development and engineering organizations, could adversely affect our business, financial condition and results of operations.
Our future success also depends, in part, on our ability to continue to attract and retain highly skilled personnel. Competition for these personnel in the San Francisco Bay Area, where our headquarters are located, and in other locations, is intense, and the industry in which we operate is generally characterized by significant competition for skilled personnel as well as high employee attrition. In addition, the recent move by companies to offer a remote or hybrid work environment may increase competition for employees outside of our traditional office locations. Employee turnover rates and inflationary pressures in the labor market have increased and may continue to be elevated compared to historic levels, which may lead to increased recruiting, training and retention costs.
We may not be successful in attracting, retaining, training or motivating qualified personnel to fulfill our current or future needs. In particular, many of our roles require highly-specialized skill sets that are harder to recruit for and the individuals with such skills sets are particularly sought after by larger technology companies that are able to offer compensation packages that we may not be able to compete with. If we do not succeed in attracting well-qualified employees, retaining and motivating existing employees or maintaining our corporate culture in a hybrid or remote work environment, our business would be adversely affected.
Additionally, the former employers of our new employees may attempt to assert that our new employees or we have breached their legal obligations, which may be time-consuming, distracting to management and may divert our resources. Current and potential personnel also often consider the value of equity awards they receive in connection with their employment, and to the extent the perceived value of our equity awards declines relative to those of our competitors, our ability to attract and retain highly skilled personnel may be harmed. If we fail to attract and integrate new personnel or retain and motivate our current personnel, our business, financial condition and results of operations could be adversely affected.
Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
We believe that our company culture, which promotes being valued and creating value, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:
•failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;
•the increasing size and geographic diversity of our workforce;
•the continued challenges of a rapidly-evolving industry; and
•the integration of new personnel and businesses from acquisitions.
If we are not able to maintain our culture, our business, financial condition and results of operations could be adversely affected.
We may require additional capital, which may not be available on terms acceptable to us, or at all.
Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt instruments and cash generated from our operations. To support our growing business, we must have sufficient capital to continue to make significant investments in our products and services. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
29
We evaluate financing opportunities from time to time, and our ability to obtain financing will depend on, among other things, our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited and our business, financial condition and results of operations could be adversely affected.
Our debt obligations could materially and adversely affect our business, financial condition or results of operations.
We maintain a $40.0 million revolving line of credit with the former Silicon Valley Bank (the “Credit Facility”). Our ability to pay interest and repay the principal for any indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this “Risk Factors” section. There can be no assurance that we will be able to manage any of these risks successfully.
In the event we draw on the revolving line of credit or otherwise incur indebtedness, our debt obligations could adversely impact us. For example, these obligations could:
•require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, research and development expenditures and other business activities;
•limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, research and development and other general corporate requirements;
•restrict our ability to incur additional indebtedness and to create or incur certain liens;
•increase our vulnerability to adverse economic and industry conditions; and
•increase our exposure to interest rate risk from variable rate indebtedness.
We may also need to refinance a portion of any outstanding indebtedness as it matures. For instance, our Credit Facility matures in January 2024. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our prior indebtedness. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.
Silicon Valley Bank was closed on March 10, 2023 by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver, and on March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank, N.A. (“SVBB”) by First Citizens Bank & Trust Company, Raleigh, North Carolina. While SVBB has assured holders of credit facilities that they intend to honor these facilities, our Credit Facility may not be available in all or in part in the near future.
We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.
We may in the future acquire or invest in businesses, offerings, technologies or talent that we believe could complement or expand our products and services, enhance our technical capabilities or otherwise offer growth opportunities. However, we may not be able to fully realize the anticipated benefits of such acquisitions or investments. Further, the pursuit of potential acquisitions may divert the attention of management and cause us to incur significant expenses related to identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.
There are inherent risks in integrating and managing acquisitions. If we acquire additional businesses, we may not be able to assimilate or integrate the acquired personnel, operations, solutions and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits or synergies from the acquired business due to a number of factors, including, without limitation:
•unanticipated costs or liabilities associated with the acquisition, including claims related to the acquired company, its offerings or technology;
•incurrence of acquisition-related expenses, which would be recognized as a current period expense;
30
•inability to generate sufficient revenue to offset acquisition or investment costs;
•inability to maintain relationships with customers and partners of the acquired business;
•challenges with incorporating acquired technology and rights into our products and services and maintaining quality and security standards consistent with our brand;
•inability to identify security vulnerabilities in acquired technology prior to integration with our technology and products and services;
•inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture;
•delays in customer purchases due to uncertainty related to any acquisition;
•the need to integrate or implement additional controls, procedures and policies;
•challenges caused by distance, language and cultural differences;
•harm to our existing business relationships with partners and customers as a result of the acquisition;
•potential loss of key employees;
•use of resources that are needed in other parts of our business and diversion of management and employee resources;
•inability to recognize acquired deferred revenue in accordance with our revenue recognition policies; and
•use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.
Acquisitions also increase the risk of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations, arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition process. We may have to pay cash, incur debt or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our common stock. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our stockholders. The use of cash to finance any future acquisitions may limit other potential uses of our cash, including the retirement of outstanding indebtedness. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. We may have to delay or forego a substantial acquisition if we cannot obtain the necessary financing to complete such acquisition in a timely manner or on favorable terms. Any of the foregoing could adversely affect our business, financial condition and results of operations.
Our business could be adversely affected by pandemics, natural disasters, political crises or other unexpected events.
A significant natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or a significant power outage or telecommunications failure, could disrupt our operations, mobile networks, the internet or the operations of our third-party service and technology providers. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity and wildfires. In addition, any unforeseen public health crises, such as the COVID-19 pandemic, political crises, such as terrorist attacks, war and other political instability or other catastrophic events, whether in the United States or abroad, including the significant military action against Ukraine launched by Russia and any related political or economic response and counter responses or otherwise by various global actors or general effect on the global economy, can continue to adversely affect our operations or the economy as a whole. The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could result in decreased demand for our products and services or a delay in the provision of our products and services or could negatively impact consumer and business spending in the impacted regions or globally depending on the severity, any of which would adversely affect our business, financial condition and results of operations. All of the aforementioned risks would be further increased if our disaster recovery plans prove to be inadequate.
31
Risks Related to Our Dependence on Third Parties
If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.
We employ a go-to-market business model whereby a portion of our revenue is generated by sales through or with our partners, including CSPs, independent software vendors, systems integrators, technology partners, original equipment manufacturers, marketplaces, managed service providers and resellers, that further expand the reach of our direct sales force into additional geographies, sectors, industries and channels. We have entered, and intend to continue to enter, into reseller relationships in certain international markets where we do not have a local presence. We provide certain partners with specific training and programs to assist them in selling our products and services, but these steps may prove ineffective, and restrictions on travel and other limitations as a result of the COVID-19 pandemic or other causes may undermine our efforts to provide training and build relationships. In addition, if our partners are unsuccessful in marketing and selling our products and services, it would limit our planned expansion into certain geographies, sectors, industries and channels. If we are unable to develop and maintain effective sales incentive programs for our partners, we may not be able to successfully incentivize these partners to sell our products and services to customers.
Some of our partners may also market, sell and support offerings that are competitive with ours, may devote more resources to the marketing, sales and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own or may cease selling our products and services altogether. Our partners could also subject us to lawsuits, potential liability and reputational harm if, for example, any of our partners misrepresents the functionality of our products and services to customers, violate laws or violate our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our partners, identifying additional partners and training our partners to independently sell our products and services. If our partners are unsuccessful in selling our products and services, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality partners in the regions in which we sell our products and services and keep them motivated to sell our products and services, our business, financial condition, results of operations and growth prospects could be adversely affected.
We rely on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our business.
Our success depends, in part, on our relationships with third-party service providers, including providers of cloud hosting infrastructure, customer relationship management systems, financial reporting systems, human resource management systems, credit card processing platforms, marketing automation systems, payroll processing systems and data centers, among others. In particular, cloud hosting infrastructure is becoming increasingly important as customers adopt Couchbase Capella. If any of these third parties experience difficulty meeting our requirements or standards, become unavailable due to extended outages or interruptions, temporarily or permanently cease operations, face financial distress or other business disruptions or increase their fees, or if our relationships with any of these providers deteriorate or if any of the agreements we have entered into with such third parties are terminated or not renewed without adequate transition arrangements, we could suffer increased costs and delays in our ability to provide customers with our products and services, our ability to manage our finances could be interrupted, receipt of payments from customers may be delayed, our processes for managing sales of our offerings could be impaired, our ability to generate and manage sales leads could be weakened or our business operations could be disrupted. Any of such disruptions may adversely affect our business, financial condition, results of operations or cash flows until we replace such providers or develop replacement technology or operations. In addition, if we are unsuccessful in identifying high-quality service providers, negotiating cost-effective relationships with them or effectively managing these relationships, our business, financial condition and results of operations could be adversely affected. These risks may be heightened as a result of the fully hosted functionality of Couchbase Capella, which has been available since October 2021.
Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.
Certain estimates and information we refer to publicly, including general expectations concerning our industry and the market in which we operate and market size, are based to some extent on information provided by third-party providers. This information involves a number of assumptions and limitations, and although we believe the information from such third-party sources is reliable, we have not independently verified the accuracy or completeness of the data contained in
32
such third-party sources or the methodologies for collecting such data. If there are any limitations or errors with respect to such data or methodologies, or if investors do not perceive such data or methodologies to be accurate, or if we discover material inaccuracies with respect to such data or methodologies, our reputation, financial condition and results of operations could be adversely affected.
Risks Related to Our Open Source and Intellectual Property
Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.
Our products include software that is licensed to us by third parties under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, because open source projects may have vulnerabilities and architectural instabilities, and also because open source licensors generally provide their software on an “as-is” basis and do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. We have historically elected to make core portions of our source code available on an open source basis to facilitate adoption as well as collaboration and participation from our application developer communities. However, we may not be successful in this strategy, and our move toward source-available licensing, as well as the continued availability of our source code, may enable others to compete more effectively against us. In addition, the public availability of the source code for such software may make it easier for others to compromise our products. We expect to continue to incorporate such open source software in our products and allow core portions of our source code to be available on an open source or source-available basis in the future.
Although most of our code is developed in-house, we also receive a limited amount of contributions from our open source developer communities. We require third parties who provide contributions to us to assign ownership of all intellectual property rights in their contributions to us, or provide us with a perpetual license to their works, and represent that their contributions are original works and that they are entitled to assign or license these rights to us. However, we cannot be sure that we can use all contributions without obtaining additional licenses from third parties, and may be subject to intellectual property infringement or misappropriation claims as a result of our use of these contributions.
Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. We seek to ensure that our closed-source proprietary software is not combined with, and does not incorporate, open source software in ways that would require the release of the source code of our closed-source proprietary software to the public. However, we cannot ensure that we have not incorporated additional open source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. If we fail to comply with the terms of these licenses or otherwise combine our closed-source proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our closed-source proprietary software to the public at no cost, make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and license such modifications or derivative works under the terms of applicable open source licenses. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Additionally, if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software which may divert resources away from our product development efforts and, as a result, adversely affect our business.
Although we monitor our use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our products. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. As a result, we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot ensure that our processes for controlling our use of open source software in our products will be effective. If we are held to
33
have breached or failed to fully comply with all the terms and conditions of an open source software license, or if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations. In the event we are unable to successfully defend against such allegations, we could be subject to significant damages or other liability, including being enjoined from the sale of our products and services. We could also be required to seek licenses from third parties to continue providing our products on terms that are not economically feasible, re-engineer our products, discontinue or delay the provision of our products if re-engineering cannot be accomplished on a timely basis or make generally available, in source code form, our proprietary code. Any of the foregoing would adversely affect our business, financial condition and results of operations.
Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.
Many of our products may be obtained or used for free on the internet, including a substantial portion of our source code on open source or source available terms, and we may not know the parties that are utilizing our products and to what extent they are utilizing our products. Also, we may not have direct visibility into how our software is being used, so our ability to detect violations of our product licenses is extremely limited. If we are unable to manage the risks related to our licensing and distribution model, our business, financial condition and results of operations could be adversely affected.
Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.
One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies or individuals. We have historically elected to make a core portion of our source code available on an open source basis, and have moved toward source-available licensing. The continued availability of our source code, among other things, may enable others to develop new software products or services that are competitive to ours without the same degree of overhead and lead time required by us, particularly if customers do not value the differentiation of our proprietary components. It is possible for new and existing competitors, including those with greater resources than ours, to develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our products. In addition, some competitors make open source software available for free download or use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure or the availability of open source software will not result in price reductions, reduced revenue and gross margins and loss of market share, any one of which could adversely affect our business. Our use of open source software may also limit our ability to assert certain of our intellectual property and proprietary rights against third parties, including competitors, who access or use software or technology that we have contributed to such open source projects.
Our decision to license certain source code under a source-available license, BSL 1.1, may harm the adoption of our source code.
We previously announced that we would be licensing certain source code under a source-available license, BSL 1.1. Under our BSL 1.1 license, licensees can copy, modify and redistribute source code for any non-production purpose. Our BSL 1.1 license also permits use of our source code in a production deployment so long as the licensee is not creating commercial derivative works or offering or including our source code in a commercial product, application or service. After four years, our BSL 1.1 license automatically converts to Apache 2.0, an open source license. We believe that the move to BSL 1.1 enables us to fairly and transparently control commercialization of our source code. However, BSL 1.1 is not an open source license, which may negatively impact adoption of the source code, reduce our brand and product awareness and ultimately negatively impact our ability to compete.
We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.
Our success depends, in part, upon our ability to obtain, maintain, protect, defend and enforce our intellectual property rights, including our proprietary technology, know-how and our brand. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws, other intellectual property laws, confidentiality procedures and
34
contractual provisions in an effort to establish and protect our proprietary rights. However, the steps we take to obtain, maintain, protect, enforce and defend our intellectual property rights may be inadequate. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. If we fail to protect or enforce our intellectual property rights adequately, our competitors might gain access to our proprietary technology and develop and commercialize similar or substantially identical products, services or technologies, and our business, financial condition, results of operations or prospects could be adversely affected. While we have patent applications pending in the United States, there can be no assurance that our patent applications will result in issued patents. As of January 31, 2023, we owned three issued U.S. patents, five U.S. non-provisional patent applications, one U.S. provisional patent application, one Patent Cooperation Treaty, or PCT, patent applications, and four foreign patent applications. Pending PCT patent applications are not eligible to become issued patents until, among other things, we file national stage patent applications within 30 months in the countries in which we seek patent protection. If we do not timely file such national stage patent applications, we may lose our priority date with respect to our PCT patent application and any patent protection on the inventions disclosed in such applications.
Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. In addition, any patents issued from pending or future patent applications or licensed to us in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. In addition, defending our intellectual property rights might entail significant expenses. Any of our patents, trademarks or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or held unenforceable through administrative process, including re-examination, inter partes review, interference and derivation proceedings and equivalent proceedings in foreign jurisdictions or litigation in the United States or in foreign jurisdictions. Others may infringe on our patents, trademarks or other intellectual property rights, independently develop similar, substantially identical or superior offerings, duplicate any of our offerings or design around our patents or other intellectual property rights or use information that we regard as proprietary to create products and services that compete with ours. Further, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Various courts, including the United States Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to software and business methods. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature are not themselves patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our technology could be considered abstract ideas. Accordingly, the evolving case law in the United States may adversely affect our ability to obtain patents and may facilitate third-party challenges to any future owned or licensed patents. Additionally, patent, trademark, copyright and trade secret protection may not be available to us in every country in which our services are available. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. As we expand our international activities, our exposure to unauthorized copying and use of our services and platform capabilities and proprietary information will likely increase. Policing unauthorized use of our technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights.
In addition, we have made core portions of our own software available under open source or source-available licenses, and we include third-party open source software in our products. We have also occasionally contributed source code to open source projects. Because the source code for any software we distribute under open source or source-available licenses or contribute to open source projects is publicly available, our ability to protect our intellectual property rights with respect to such source code may be limited or lost entirely.
We rely, in part, on trade secrets, proprietary know-how and other confidential information to maintain our competitive position and protect our confidential and proprietary information, know-how and trade secrets. While we generally enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other third parties, including suppliers, vendors and the parties with whom we have strategic relationships and business alliances, the assignment of intellectual property rights may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Additionally, we cannot guarantee that we have entered into such agreements with each party that has or may have created or developed intellectual property on our behalf or had access to our proprietary information, know-how or trade secrets. We cannot guarantee that these agreements will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors or partners from independently developing offerings that are substantially equivalent or superior to ours. These agreements may be breached, and we may not have adequate remedies for any such breach. Further, we have experienced and may in
35
the future experience unauthorized access of our proprietary source code, confidential information and know-how. We have and may in the future initiate litigation regarding trade secret misappropriation, but enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts in and outside the United States are less willing or unwilling to protect trade secrets and know-how.
We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation may be necessary in the future to protect and enforce our intellectual property rights, and such litigation could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, and, if such defenses, counterclaims and countersuits are successful, we could lose valuable intellectual property rights. Our inability to protect our intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our products, delay introductions of enhancements to our products, result in our substituting inferior or more costly technologies into our products or harm our reputation and brand. In addition, we may be required to license additional technology from third parties to develop and market new product features, which may not be on commercially reasonable terms, or at all, and would adversely affect our ability to compete.
We have been and may in the future become subject to intellectual property disputes which may be costly to defend, subject us to significant liability, require us to pay significant damages and limit our ability to use certain technologies.
We have been and may in the future become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware if our products are infringing, misappropriating or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation or violation. Further, we have faced and may in the future face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we have developed, including works using third-party open source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. Companies in the software and technology industries, including some of our current and potential competitors, are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased or otherwise obtained. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them.
Lawsuits are time-consuming and expensive to resolve and they divert management’s time and attention. Certain of our agreements with our customers and other third parties include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of infringement, misappropriation or other violation of intellectual property rights. Any claim of infringement by a third party, even those without merit, against us or for which we are required to provide indemnification, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to make substantial payments for legal fees, settlement fees, damages (including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s rights), royalties or other fees in connection with a claimant securing a judgment against us and we may be subject to an injunction or other restrictions that cause us to cease selling or using products or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate, including subscriptions to our products. We may also be required to redesign any allegedly infringing portion of our products, which could be time-consuming or impossible, or we may agree to a settlement that prevents us from distributing our products or a portion thereof, any of which could adversely affect our business, financial condition and results of operations.
With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on commercially reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected product features), effort
36
and expense and may ultimately not be successful. Any of these events would adversely affect our business, financial condition and results of operations.
Even if the claims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and results of operations. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it would have a substantial adverse effect on our business, results of operations or the market price of our common stock. We expect that the occurrence of infringement claims is likely to grow as the market for platform and services grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources.
Risks Related to Our Legal and Regulatory Environment
Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition and results of operations.
Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing data privacy, security and protection laws and regulations, intellectual property, employment and labor laws, workplace safety, consumer protection laws, anti-bribery laws, import and export controls, immigration laws, federal securities laws and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be more stringent than in the United States. These laws and regulations impose added costs on our business. Our regulatory risk profile may be heightened as a result of the fully hosted functionality of Couchbase Capella, which has been available since October 2021. Noncompliance with applicable regulations or requirements could subject us to:
•investigations, enforcement actions, orders and sanctions;
•mandatory changes to our products and services;
•disgorgement of profits, fines and damages;
•civil and criminal penalties or injunctions;
•claims for damages by our customers or partners;
•termination of contracts;
•loss of intellectual property rights; and
•temporary or permanent debarment from sales to heavily regulated organizations and governments.
If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, financial condition and results of operations.
In addition, we must comply with laws and regulations relating to the formation, administration and performance of contracts with customers in heavily regulated industries and the public sector, including U.S. federal, state and local governmental organizations, which affect how we and our partners do business with such customers. Selling our product to customers in heavily regulated industries or to the U.S. government, whether directly or through partners, also subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements by either us or our partners could subject us to investigations, fines and other penalties, which would adversely affect our business, financial condition, results of operations and growth prospects. Violations of certain regulatory and contractual requirements could also result in us being suspended or debarred from future government contracting or other contracting opportunities. Any of these outcomes could adversely affect our business, financial condition, results of operations and growth prospects.
If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.
We collect, use, store and transmit or otherwise process data as part of our business operations, including personal data in and across multiple jurisdictions. We also use third-party service providers to collect, use, store, transmit, maintain
37
and otherwise process such information. In addition, as our customers continue to adopt Couchbase Capella, we will be processing increasing amounts of customer data, which may include personally identifiable information and other data subject to special laws or regulatory regimes. Increasingly, threats from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking have become more prevalent in our industry and our customers’ industries. Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of or loss of our data or customer data (including personal data), software or systems or disrupt our ability to provide our products and services. Any actual or perceived security incident could interrupt our operations, harm our reputation and brand, result in significant remediation and cybersecurity protection costs (including deploying additional personnel and modifying or enhancing our protection technologies and investigating and remediating any information security vulnerabilities), result in lost revenue, lead to regulatory investigations and orders, litigation, disputes, indemnity obligations, damages for breach of contract, penalties for violation of applicable laws and regulations and other legal risks, increase our insurance premiums, result in any other financial exposure, lead to loss of customer confidence in us or decreased use of our products and services and otherwise adversely affect our reputation, competitiveness, business, financial condition and results of operations.
We have taken steps to protect the data on our systems and offerings, but our security measures or those of our customers or third-party service providers could be insufficient and breached as a result of third-party action, employee or user errors, technological limitations, defects or vulnerabilities in our systems or offerings or those of our third-party service providers, malfeasance, fraud or malice on the part of employees or third parties, including state-sponsored organizations with significant financial and technological resources, or from failure in technological resources, failure to comply with policies or otherwise. We have experienced and may continue to experience security incidents and attacks of varying types and degrees, including instances where our third-party providers have been impacted by a supply-chain attack and instances where there has been exposure and unauthorized use of credentials of our personnel. We could be impacted by these and similar security incidents in the future, and our internal controls and operations regarding cybersecurity may not be effective in eliminating the risk of compromise of our systems, data, and software. In addition, in December 2021, a vulnerability named “Log4Shell” was reported for a Java logging library, Apache Log4j, that is widely used in our industry. While we have not detected any exploit attempts in our offerings or on our systems, and have taken steps to mitigate the vulnerability, we cannot assure you that we or our customers will not be impacted by this or other similar vulnerabilities in the future. Additionally, with our employees and many employees of our third-party service providers working remotely, we may be exposed to increased risks of security breaches or incidents. For example, we have seen an increase in phishing attempts and spam emails over time and it is possible this trend will continue. Also, due to political uncertainty and military actions associated with the significant military action against Ukraine launched by Russia, we and our third-party service providers are vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches from or affiliated with nation-state actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products and services, as well as retaliatory cybersecurity attacks from Russian and affiliated actors against companies with a U.S. presence.
There can be no assurance that any security measures that we or our customers or third-party service providers have implemented will be effective against current or future security threats. We have developed systems and processes to protect the integrity, confidentiality, availability and security of our systems, data and software, but our security measures or those of our customers or third-party service providers could fail and result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of or loss of such systems, data and software. Through contractual provisions and third-party risk management processes, we take steps to require that our third-party providers and their subcontractors protect our data, but because we do not control our third-party service providers and our ability to monitor their data security is limited, we cannot ensure the security measures they take will be sufficient to protect our data. A vulnerability in a third-party provider’s or a customer’s software or systems, a failure of our customers’ or third-party providers’ safeguards, policies or procedures or a breach of a customer’s or third-party provider’s software or systems could result in the compromise of the confidentiality, integrity or availability of our offerings, systems or the data housed in our third-party solutions. Further, because there are many different security breach techniques and such techniques continue to evolve and are generally not detected until after an incident has occurred, we may be unable to implement adequate preventative measures, anticipate, prevent or detect attempted security breaches or other security incidents or react in a timely manner. If any of the foregoing were to occur, our customers and potential customers may lose trust in the security of our products or database software generally, which could adversely impact our brand, reputation and ability to retain existing customers or attract new customers. Additionally, though we continue to evaluate and take steps to enhance the security of our products and services, our data, our systems and our internal IT infrastructure, these efforts may cause us to incur substantial costs and may not be effective.
38
Any security breach or other security incident that we or our third-party service providers experience, or the perception that one has occurred, could result in a loss of customer confidence in the security of our products and services, harm our reputation and brand, reduce the demand for our products and services, disrupt normal business operations, divert management’s attention and resources, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents or expose us to legal liabilities, including claims, litigation, regulatory enforcement and orders, disputes, investigations, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations and significant costs for remediation, any of which could adversely affect our results of operations. In addition, our remediation efforts may not be successful. We cannot ensure that any limitation of liability provisions in our customer, partner, vendor and other contracts would be enforceable or adequate with respect to any security lapse or breach or other security incident or would otherwise protect us from any liabilities or damages with respect to any particular claim. These risks may increase as we continue to grow and evolve our offerings to collect, host, process, store and transmit increasing volumes of data. In addition, these risks may increase if the type of data that we collect, host, process, store and transmit increasingly include sensitive and regulated data, such as protected health information, credit card information and other confidential information such as personally identifiable information.
Many governments have enacted laws requiring companies to notify individuals of data security incidents or security breaches involving certain types of personal data. Accordingly, security incidents that we, our competitors, our customers or our third-party service providers experience may lead to negative publicity and harm our reputation. Further, if a security incident or breach occurs with respect to us or a competitor or third-party service provider, our customers and potential customers may lose trust in the security of our products or services or database software generally, which could adversely impact our ability to retain existing customers or attract new customers, which could adversely affect our business, financial condition and results of operations.
Moreover, our insurance coverage, subject to applicable deductibles, may not be adequate for liabilities incurred or cover any indemnification claims against us relating to any security incident or breach or an insurer may deny or exclude from coverage certain types of claims. In the future, we may not be able to secure insurance for such matters on commercially reasonable terms, or at all. The successful assertion of one or more claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of operations.
If we are not able to comply with, or are perceived to not comply with U.S. and foreign laws, rules, regulations, industry standards, contractual obligations and other requirements relating to data protection, information security and privacy, our business, financial condition and results of operations could be harmed.
We are subject to a variety of federal, state, local and international laws, rules and regulations, as well as industry standards, internal and external privacy policies and contractual obligations to third parties, relating to the collection, use, retention, security, disclosure, transfer, storage and other processing of personal information and other data. The regulatory framework governing data privacy, security, protection and transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future, and it is possible that these or other actual or future obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us, our suppliers or other third parties with whom we do business to comply with our contractual commitments, policies or federal, state, local or international regulations could result in proceedings against us by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising. In the United States, these include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies, state attorneys general and legislatures and consumer protection agencies. In addition, security advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards with which we must legally comply or that contractually apply to us. If we fail to follow these security standards even if no personal information is compromised, we may incur significant fines or experience a significant increase in costs.
Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including but not limited to the United Kingdom, Switzerland and the EU. The EU has adopted the General Data Protection Regulation (“GDPR”), which went into effect in May 2018, and together with national legislation, regulations and guidelines of the EU member states, contains numerous requirements relating to the processing of personal data of EU data subjects, including the increased jurisdictional reach of the European Commission, more robust obligations and additional requirements for data protection compliance programs by companies. EU member states are tasked under the GDPR to enact, and have enacted, certain legislation that adds to or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to the United States as well as other third countries that have not been found to provide adequate protection to such personal data.
39
The GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements and increased fines. In particular, under the GDPR, fines of up to 20 million euros or 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects. The GDPR requirements apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information.
While we have taken steps to mitigate the impact on us with respect to transfers of data, the efficacy and longevity of these transfer mechanisms remains uncertain. The occurrence of unanticipated events and development of evolving technologies often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and manner in which we conduct our business.
For example, the “Schrems II” decision issued by the Court of Justice of the European Union (”CJEU”) in July 2020 struck down the EU-U.S. Privacy Shield framework, which provided companies with a mechanism to comply with data protection requirements when transferring personal data from the EU to the United States. In the same decision, the CJEU imposed additional obligations on companies when relying on standard contractual clauses, including that these clauses be considered on a case-by-case basis, in conjunction with an assessment as to whether national security laws conflict with the guarantees provided by the data importer under the standard contractual clauses. The European Commission has since issued new standard contractual clauses that account for the CJEU’s “Schrems II” decision. The Swiss Federal Data Protection and Information Commissioner also has stated that it no longer considers the Swiss-U.S. Privacy Shield adequate for the purposes of personal data transfers from Switzerland to the United States. These developments may result in European data protection regulators applying differing standards for, and requiring ad hoc verification of, transfers of personal data from Europe to the United States. We may be required to take additional steps to legitimize any personal data transfers impacted by these developments and be subject to increasing costs of compliance and limitations on our customers and us. For example, we anticipate being required to engage in new contract negotiations with third parties that aid in processing data on our behalf and entering into new standard contractual clauses approved in the EU and United Kingdom, respectively, both of which are required to be implemented over time. More generally, we may find it necessary or desirable to modify our data handling practices, and this “Schrems II” decision or other legal challenges relating to cross-border data transfer may serve as a basis for our personal data handling practices, or those of our customers and vendors, to be challenged and may otherwise adversely affect our business, financial condition and results of operations.
Further, the United Kingdom government left the EU, which commonly is referred to as Brexit. Brexit has created uncertainty with regard to the regulation of data protection in the United Kingdom. The United Kingdom has adopted a version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions for certain violations. On June 28, 2021, the European Commission issued an adequacy decision under the GDPR and the Law Enforcement Directive, pursuant to which personal data generally may be transferred from the EU to the United Kingdom without restriction; however, this adequacy decision is subject to a four-year “sunset” period, after which the European Commission’s adequacy decision may be renewed. During that period, the European Commission will continue to monitor the legal situation in the United Kingdom and may intervene at any time with respect to its adequacy decision. The United Kingdom’s adequacy determination therefore is subject to future uncertainty and may be subject to modification or revocation in the future, with the United Kingdom potentially being considered an “inadequate third country” under the GDPR and transfers of data from the European Economic Area (“EEA”) to the United Kingdom requiring a “transfer mechanism,” such as the EU’s standard contractual clauses. Furthermore, there will be increasing scope for divergence in application, interpretation and enforcement of data protection law between the United Kingdom and EEA. We continue to monitor and review the impact of any resulting changes to EU or United Kingdom law that could affect our operations. We may incur liabilities, expenses, costs and other operational losses under the GDPR and privacy laws of the applicable EU member states and the United Kingdom. in connection with any measures we take to comply with them. Other countries have also passed or are considering passing laws requiring local data residency or restricting the international transfer of data.
In addition, domestic data privacy laws continue to evolve and could require us to modify our data processing practices and policies and expose us to further regulatory or operational burdens. For example, the California Consumer Privacy Act (“CCPA”) took effect in January 2020. The CCPA imposes obligations on companies that process California residents’ personal information, including an obligation to provide certain new disclosures to such residents and creates new consumer rights, including relating to the access to, deletion of and sharing of personal information collected by covered businesses, including a consumer’s right to opt out of certain sales of their personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach
40
litigation. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”) was approved by California voters in the November 3, 2020 election. Effective as of January 1, 2023, the CPRA significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also created a new state agency vested with authority to implement and enforce the CCPA and the CPRA.
Further, on March 2, 2021, the Governor of Virginia signed into law the Virginia Consumer Data Protection Act (“VCDPA”), which has gone into effect as of January 1, 2023 and is enforced by the Virginia Attorney General. The VCDPA creates consumer rights, similar to the CCPA, but also imposes security and assessment requirements for businesses. In addition, on July 7, 2021, Colorado enacted the Colorado Privacy Act (“CPA”). The CPA closely resembles the VCDPA, and will be enforced by Colorado’s Attorney General and district attorneys. On March 24, 2022, Utah enacted the Utah Consumer Privacy Act, and on May 10, 2022, Connecticut enacted An Act Concerning Personal Data Privacy and Online Monitoring. While these new privacy laws share similarities with each other, as well as with the CPRA, VCDPA and CCPA, all these laws differ in many ways and we must comply with each if our operations fall within the scope of these newly enacted comprehensive mandates. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs or changes in business practices and policies.
Additionally, in connection with Couchbase Capella, we may sign business associate agreements with certain of our customers and be directly subject to certain provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) applicable to business associates. We may store and process protected health information on behalf of our customers, which may subject us to a number of data protection, security and privacy requirements under our contractual obligations and under HIPAA and other laws and regulations. If we are, or are perceived to be, unable to maintain the privacy and security of protected health information, we could be subject to claims and demands by private parties, investigations and other proceedings by regulatory authorities, and significant fines, civil and criminal penalties, and other liabilities.
Complying with these laws, regulations, amendments to or re-interpretations of existing laws and regulations and contractual or other obligations relating to data privacy, security, protection, transfer, localization and information security may require us to make changes to our products and services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies and restrict our business operations. Any actual or perceived failure by us to comply with these laws, regulations or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation or other liabilities. Additionally, because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform capabilities. If so, in addition to the possibility of fines, lawsuits, regulatory investigations, imprisonment of company officials and public censure, other claims and penalties, significant costs for remediation and damage to our reputation, we could be required to fundamentally change our business activities and practices or modify our services and platform capabilities, any of which could require significant additional expense and have an adverse effect on our business, including impacting our ability to innovate, delaying our product development roadmap and adversely affecting our relationships with customers and our ability to compete. If we are obligated to fundamentally change our business activities and practices or modify our products and services, we may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new product features and services could be limited.
In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on our ability to provide our products and services globally. Our customers expect us to meet certain voluntary certification and other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our services to certain customers and could harm our business. Further, the uncertain and shifting regulatory environment may cause concerns regarding data privacy and may cause our customers to resist providing the data that could improve our products and services, or limit the use and adoption of our products and services.
These laws, regulations, rules, industry standards and contractual or other obligations relating to data privacy, security, protection, transfers, localization and information security could require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and process data or, in some cases, impact our ability to offer our products and services in certain locations, to reach existing and potential customers or to derive insights from customer data globally. The costs of compliance with, and other burdens imposed by, these laws, regulations, standards and obligations, or any inability to adequately address privacy, data protection or information security-related concerns, even if unfounded, may limit the use and adoption of our products and services, reduce overall demand for our products and
41
services, make it more difficult to meet expectations from or commitments to customers, impact our reputation or slow the pace at which we close sales transactions, any of which could harm our business, financial condition and results of operations.
Any future litigation against us could be costly and time-consuming to defend.
From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our financial condition and results of operations. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, financial condition and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.
Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, misappropriation or other violation and other losses.
Our agreements with our customers, partners and other third parties may include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of infringement, misappropriation or violation of intellectual property rights, data protection, damages caused by us to property or persons, or in connection with any such defects or errors in our products, or other liabilities relating to or arising from our products and services, our acts or omissions under such agreements or other contractual obligations. Some of these indemnity agreements provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, financial condition and results of operations. Although we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful and may still incur substantial liability related to such claims and we may be required to cease use of certain functions of our products or services as a result of any such claims. Moreover, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation, divert management’s time and other resources and harm our business and reputation.
In addition, although we carry general liability insurance, our insurance against this liability may not be adequate to cover a potential claim, and such coverage may not be available to us on acceptable terms, or at all. Any dispute with a customer, channel party or other third party with respect to such obligations could have adverse effects on our relationship with such customer, channel party or other third party or other existing or potential customers, harm our reputation or reduce demand for our products and services. Any of the foregoing could adversely affect our business, financial condition and results of operations.
A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.
We provide our products and services to heavily regulated organizations, and at times to the U.S. government, state and local governments and non-U.S. governments directly and through our partners. Selling to these entities can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will result in a sale. For instance, highly regulated entities and government customers often require contract terms that differ from our standard arrangements and impose compliance requirements that are complicated, require preferential pricing or “most favored nation” terms and conditions or are otherwise time-consuming and expensive to satisfy. If we undertake to meet special standards or requirements and do not meet them, we could be subject to increased liability from our customers. Even if we do meet them, the additional costs associated with providing our services to highly regulated organizations and governments could harm our financial condition and results of operations.
We have been and are increasingly doing more business in heavily regulated industries. Existing and potential customers, such as those in these industries, may be required to comply with more stringent regulations in connection with subscribing to and implementing our products and services or particular regulations regarding third-party vendors that may be interpreted differently by different customers. In addition, regulatory agencies may impose requirements toward third-party vendors generally, or to us in particular, that we may not be able to, or may not choose to, meet. Any changes in the
42
underlying regulatory conditions that affect these types of customers could harm our ability to efficiently provide our products and services to them and to grow or maintain our customer base. Moreover, customers in these heavily regulated areas often have a right to conduct audits of our systems, products and practices. In the event that one or more customers determine that some aspect of our business does not meet contractual or regulatory requirements, we may be limited in our ability to continue or expand our business. Each of these difficulties could adversely affect our business and results of operations.
Failure to comply with anti-bribery, anti-corruption, anti-money laundering and similar laws could subject us to penalties and other adverse consequences.
We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201 and the U.S. Travel Act and other anti-bribery and anti-money laundering laws in countries outside of the United States in which we conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, partners and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
We sometimes leverage third parties to sell our products and services and conduct our business abroad. We, our employees, agents, representatives, partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, partners or third-party intermediaries even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures designed to address compliance with such laws, we cannot ensure that none of our employees, agents, representatives, partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Any allegations or violation of the FCPA or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, all of which may adversely affect our reputation, business, results of operations and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, investigations, enforcement actions and sanctions could harm our reputation, business, financial condition and results of operations.
We are subject to governmental export control, trade sanctions and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
Certain of our business activities are subject to the U.S. export control laws and regulations, including the Export Administration Regulations (the “EAR”) and the U.S. trade and economic sanctions maintained by the U.S. Department of Treasury’s OFAC as well as the U.S. import laws and regulations. The U.S. export control laws and economic sanctions prohibit the export, re-export and in-country transfer of our offerings, including software and services, to certain U.S. embargoed or sanctioned countries and territories, governments and persons, as well as for prohibited end-uses. Further, we incorporate encryption functionality into certain of our products, and as a result, we may need to make filings with the U.S. Department of Commerce’s Bureau of Industry and Security to ensure that our exports, re-exports and transfers are in accordance with the EAR. Also, in certain cases, it is possible that a license may be required to export or re-export our products to certain countries, end-users and end-uses. Obtaining the necessary export license for a particular sale or offering may be time-consuming, may not be possible and may result in the delay or loss of sales opportunities. In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries.
If we were to fail to comply with such U.S. export controls, economic sanctions and import laws and regulations or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations and the possible loss of our export or import privileges. We take precautions designed to ensure that we and our partners comply with all relevant export control, sanctions and import laws and regulations, but we cannot ensure that our measures will always prevent noncompliance by us or our partners with respect to such laws and regulations as they are very detailed and technical.
43
In addition, changes in our products or services or changes in export and import regulations in various countries may create delays in the introduction of our products and services into international markets, prevent our customers with international operations from deploying our products and services globally or, in some cases, prevent or delay the export or import of our products and services to certain countries, governments or persons altogether. Any change in export or import laws or regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing export, import or sanctions laws or regulations, or change in the countries, governments, persons or technologies targeted by such export, import or sanctions laws or regulations, could result in decreased use of our products and services by or in our decreased ability to export or sell access to our products and services to, existing or potential end-customers with international operations. Any decreased use of our products and services or limitation on our ability to export to or sell access to our products and services in international markets would adversely affect our business, financial condition and results of operations.
Our international operations may subject us to greater than anticipated tax liabilities.
Our corporate structure and associated transfer pricing policies contemplate future growth in international markets and consider the functions, risks and assets of the various entities involved in intercompany transactions, the amount of taxes we pay in different jurisdictions, including the United States, our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies and our ability to operate our business in a manner consistent with our corporate structure and intercompany agreements. The relevant taxing authorities may challenge our methodologies for pricing intercompany transactions pursuant to intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency.
Changes in tax laws could materially affect our financial condition, results of operations and cash flows.
The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. For example, the Inflation Reduction Act (the “IRA”) was signed into law on August 16, 2022 and was effective beginning in fiscal 2023. The IRA imposes a 15% minimum tax for large corporations on global adjusted financial statement income for tax years beginning after December 31, 2022, and a 1% excise tax on certain share repurchases occurring after December 31, 2022. We do not currently expect that the IRA will have a material impact on our income tax liability, but will continue to monitor this change in future periods. We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
There is also a high level of uncertainty in today’s tax environment stemming from both global initiatives put forth by the Organisation for Economic Co-operation and Development (the “OECD”) and unilateral measures being implemented by various countries due to a lack of consensus on these global initiatives. Further, unilateral measures such as digital services tax and corresponding tariffs in response to such measures are creating additional uncertainty. If these proposals are passed, it is likely that we will have to pay higher income taxes in countries where such rules are applicable.
As we expand the scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition and results of operations. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.
Our ability to use our net operating losses may be limited.
As of January 31, 2023, we had federal and state net operating losses (“NOLs”) of $324.4 million and $178.5 million, respectively, which may be available to offset taxable income in the future. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Unused U.S. federal NOLs for taxable years beginning before January 1, 2018, may be carried forward to offset future taxable income, if any, until such unused NOLs expire. Under the Tax Cuts and Jobs Act, U.S. federal NOLs arising in tax years beginning after December 31, 2017 can be carried forward indefinitely, but the deductibility of such U.S. federal NOLs is limited to 80% of current year taxable income.
44
Of our U.S. federal NOLs, no amount may be carried forward indefinitely with no limitations when utilized, and $155.6 million may be carried forward indefinitely with utilization limited to 80% of taxable income. The remaining $168.8 million will begin to expire in 2028. Our state NOLs carryforwards begin to expire in 2026.
Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. A Section 382 ownership change could limit the amount of NOLs that we can utilize annually to offset future taxable income. Subsequent ownership changes and changes to the U.S. tax rules in respect of the utilization of NOLs may further affect the limitation in future years.
There is also a risk that due to U.S. federal or state regulatory changes, such as suspensions on the use of NOLs, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.
Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.
We are, and expect to continue to be, subject to review and audit by the U.S. Internal Revenue Service and other tax authorities in various domestic and foreign jurisdictions. As a result, we may receive assessments in multiple jurisdictions on various tax-related assertions. Taxing authorities may challenge our tax positions and methodologies on various matters, including our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes. We assess the likelihood of adverse outcomes resulting from any ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable judgments and estimates. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions. There can be no assurance that our tax positions and methodologies or calculation of our tax liabilities are accurate or that the outcomes from tax examinations will not have an adverse effect on our financial condition and results of operations. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could adversely affect our financial condition and results of operations.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.
We collect sales tax in a number of jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, interest or future requirements would adversely affect our financial condition and results of operations.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the SEC and other various bodies formed to promulgate and interpret appropriate accounting principles. Changes in accounting principles applicable to us, or varying interpretations of current accounting principles, in particular with respect to revenue recognition, could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the announcement of the change. Further, any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the recognition and measurement of certain assets
45
and liabilities and revenue and expenses that is not readily apparent from other sources. Our accounting policies that involve judgment include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of our common stock prior to our IPO, valuation of stock-based awards, determination of allowance for doubtful accounts, incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations could be adversely affected, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
We are obligated to maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing standards of the Nasdaq Global Select Market. Our management and other personnel devote a substantial amount of time to comply with these requirements. Moreover, these laws, regulations and standards are subject to varying interpretations and their application in practice may evolve over time as regulatory and governing bodies issue revisions to, or new interpretations of, these public company requirements. Such changes could result in continuing uncertainty regarding compliance matters and higher legal and financial costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Global Select Market. We are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with this Annual Report on Form 10-K.
Our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting when we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business, financial condition and results of operations, and could cause a decline in the market price of our common stock.
46
Risks Related to Ownership of Our Common Stock and Governance Matters
Operating as a public company has and will require us to incur substantial costs and will require substantial management attention.
As a public company, we incur substantial legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards of the Nasdaq Global Select Market. The Exchange Act requires, among other things, we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after we are no longer an “emerging growth company.” In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business and financial condition become more visible, which may result in threatened or actual litigation, including by competitors.
Certain members of our management team have limited experience managing a publicly traded company, and certain members joined us more recently. Accordingly, our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.
We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an “emerging growth company,” we are also allowed to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates. We have elected to take advantage of this extended transition period under the JOBS Act with respect to the adoption of new accounting pronouncements. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us. We may take advantage of these exemptions for so long as we are an “emerging growth company,” which could be for as long as five full fiscal years following the completion of our IPO. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.
Our executive officers, directors and holders of 5% or more of our common stock continue to have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.
Our executive officers, directors and our stockholders who own 5% or more of our outstanding common stock and their affiliates, in the aggregate, beneficially own a substantial portion of the outstanding shares of our common stock. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and might ultimately affect the market price of our common stock.
47
The market price of our common stock may continue to be volatile, and you could lose all or part of your investment.
The market price of our common stock may continue to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the market price of our common stock include the following:
•price and volume fluctuations in the overall stock market from time to time;
•volatility in the market prices and trading volumes of technology stocks;
•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
•sales of shares of our common stock by us or our stockholders;
•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
•the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;
•announcements by us or our competitors of new offerings or platform features and market acceptance of such new offerings or platform features;
•the public’s reaction to our press releases, other public announcements and filings with the SEC;
•rumors and market speculation involving us or other companies in our industry;
•short selling of our common stock or related derivative securities;
•actual or anticipated changes in our results of operations or key business metrics or fluctuations in our results of operations or key business metrics;
•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
•announced or completed acquisitions of businesses, offerings or technologies by us or our competitors;
•developments or disputes concerning our intellectual property or other proprietary rights;
•litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;
•new laws, regulations, rules or industry standards or new interpretations of existing laws, regulations, rules or industry standards applicable to our business;
•changes in accounting standards, policies, guidelines, interpretations or principles;
•any significant change in our management; and
•general economic conditions and slow or negative growth of our markets and other geopolitical developments.
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. The market price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, would result in substantial costs and a diversion of our management’s attention and resources.
Recently, the stock markets in general, and the markets for technology stocks in particular, have experienced extreme volatility, including as a result of global economic conditions, such as recessionary fears, inflation concerns and rising interest rates, and other geopolitical developments. Furthermore, the market price of our common stock may be adversely affected by third parties trying to drive down the price of our common stock. Short sellers and others, some of whom post anonymously on social media, can negatively affect the market price of our common stock and may be
48
positioned to profit if the market price of our common stock declines. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.
Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could cause the market price of our common stock to decline or impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of shares of our common stock in the public market could occur. If our stockholders sell, or the market perceives that our stockholders intend to sell, a substantial number of shares of our common stock in the public market, the market price of our common stock could decline and our ability to raise capital through the sale of additional equity securities could be impaired. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold, and may take, or attempt to take, steps to sell, directly or indirectly, their shares or otherwise secure, or limit the risk to, the value of their unrecognized gains on those shares.
In addition, certain of our stockholders are entitled, under our investors’ rights agreement, to require us to register shares owned by them for public sale in the United States. Sales of our common stock pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the market price of our common stock to fall and make it more difficult for you to sell shares of our common stock.
The issuance of additional stock in connection with financings, acquisitions, investments, our equity compensation plans or otherwise will dilute all other stockholders.
Our amended and restated certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of common stock and up to 200,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors. Subject to compliance with applicable rules and regulations, we may issue shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, our equity compensation plans or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
•our board of directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause;
•certain amendments to our amended and restated certificate of incorporation will require the approval of at least 66 2/3% of our then-outstanding common stock;
•our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;
•our amended and restated certificate of incorporation will not provide for cumulative voting;
•vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
•a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors;
•certain litigation against us can only be brought in Delaware;
•our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and
49
•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
Section 22 of the Securities Act of 1933, as amended, (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaints asserting a cause of action arising under the Securities Act. We note, however, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and that there is uncertainty as to whether a court would enforce this exclusive forum provision. If a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the market price and trading volume of our common stock could decline.
The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our common stock adversely, provide more favorable relative recommendations about our competitors or publish inaccurate or unfavorable research about our business, the market price of our common stock would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the market price and trading volume of our common stock to decline.
We do not intend to pay dividends for the foreseeable future.
We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Additionally, our ability to pay cash dividends on our common stock is limited by restrictions under the terms of the Credit Facility. As a result, stockholders must rely on sales of their common stock after price appreciation, if any, as the only way to realize any future gains on their investment in our common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
50
Our corporate headquarters is in Santa Clara, California, where we currently lease approximately 46,000 square feet under a lease agreement that expires in March 2025. We also lease facilities in the United States in Austin, Texas, as well as internationally in Tel Aviv, Israel, Bangalore, India and London and Manchester, United Kingdom. We lease all of our facilities and do not own any real property.
We believe that our facilities are suitable to meet our current needs. However, we intend to expand our facilities and add new facilities as we add employees and enter new geographic markets, and we believe that suitable additional or alternative space will be available as needed to accommodate any such growth. We expect to incur additional expenses in connection with such new or expanded facilities.
Item 3. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material and adverse effect on our business, financial condition, results of operations or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers, to determine the scope, enforceability and validity of third-party intellectual property and proprietary rights or to establish our intellectual property and proprietary rights. The results of any current or future litigation cannot be predicted with certainty and there can be no assurances that favorable outcomes will be obtained, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management attention and resources and other factors.
Item 4. Mine Safety Disclosures
Not applicable.
51
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock began trading on the Nasdaq Global Select Market under the symbol “BASE” on July 22, 2021. Prior to that date, there was no public market for our common stock.
Holders of Record
As of January 31, 2023, there were approximately 142 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings and do not expect to pay any dividends on our common stock in the foreseeable future.
Sales of Unregistered Securities
We did not sell any equity securities which were not registered under the Securities Act during the fiscal year ended January 31, 2023 that were not otherwise disclosed in our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K.
Issuer Purchases of Equity Securities
We did not purchase any shares of our common stock or other securities during the three months ended January 31, 2023.

52
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The following graph compares (i) the cumulative total stockholder return on our common stock from July 22, 2021 (the date our common stock commenced trading on the Nasdaq Global Select Market) through January 31, 2023 with (ii) the cumulative total returns of the S&P 500 Index and the S&P 500 Software and Services Index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends).
base-20230131_g2.jpg
Use of Proceeds
On July 26, 2021, we completed our IPO in which we sold 9,589,999 shares of common stock at a price to the public of $24.00 per share, which includes 1,250,869 shares issued upon the exercise of the underwriters’ option to purchase additional shares. We received aggregate net proceeds of $214.9 million, net of underwriting discounts and commissions of $16.1 million. We incurred offering costs of approximately $4.9 million subject to certain cost reimbursements. As of January 31, 2022, all $4.9 million of offering expenses incurred in connection with our IPO were paid.
We intend to use a portion of the net proceeds we received from our IPO for general corporate purposes, including working capital, operating expenses, and capital expenditures. In the year ended January 31, 2022, we used a portion of our net proceeds to repay the $25.0 million outstanding debt under the Credit Facility. Further, we may use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies. There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the SEC on July 22, 2021, pursuant to Rule 424(b).
Item 6. [Reserved]
53
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2023, 2022 and 2021 are referred to herein as fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 is presented below. A discussion of our financial condition and results of operations for fiscal 2022 compared to fiscal 2021 can be found in part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the SEC on March 31, 2022, and is incorporated by reference herein.
Overview
Couchbase provides a leading cloud database platform for modern applications. Our mission is to simplify how developers and architects develop, deploy and consume modern applications that span cloud, edge and everything in between. Enterprises rely on Couchbase to cost-effectively power the core applications their businesses depend on with the highest performance, reliability, scalability and versatility requirements for which there is no tolerance for disruption or downtime. Any compromise of these requirements could cause these applications to fail—stopping or delaying package delivery for shipping companies, interrupting reservations for travel companies or causing product shortages in stores for retailers.
Our database is versatile and works in multiple configurations, from fully-managed cloud to multi- or hybrid-cloud, to on-premises environments, and beyond the edge. We have architected our database to fuse the trusted strengths of relational databases with the flexibility, performance and scale of many NoSQL systems, across the cloud. Our database platform serves the needs of both enterprise architects and application developers. Combined with our performance at scale, we believe this power enables customers to run their most important applications with the effectiveness they require, with the efficiency they desire and in the modern infrastructure environments they demand.
With nearly every aspect of our lives being transformed by digital innovation, enterprises are charged with building applications that enable delightful and meaningful customer experiences. Enterprises are increasingly reliant on applications, which in turn rely on databases to store, retrieve and operationalize data into action. Today, applications are operating at a scale, speed and dynamism unheard of just a decade ago. There is an increasing diversity of application types, modalities and delivery and consumption models, and the volume, velocity and variety of data on which they rely is growing at an exponential rate. Consequently, the demand on enterprises and their databases is growing exponentially.
While legacy database technologies were built to the highest performance and reliability requirements of their generation, they are approaching the limits for which they were designed. The underlying architecture of these technologies has not changed significantly, while the requirements of the applications they need to support are changing dramatically. Legacy database technologies are buckling under the pressure of digital transformation, as they were not built to update and respond in microseconds, enable rich, customized user experiences and perform without latency.
We designed Couchbase to give enterprises a database for the modern cloud world. Our platform combines the best capabilities of a relational database, like SQL transactions and ACID guarantees, with the flexibility and scalability of a NoSQL database. This allows enterprises to confidently accelerate strategic initiatives such as more quickly moving business-critical applications into the cloud, improving application flexibility and increasing developer agility. For our customers, we facilitate a seamless transition from legacy relational databases to our modern cloud database platform resulting in better application scalability, user experience and security at the pace that works for them. We deliver this cloud database platform both as a customer-managed product and as a fully-managed database-as-a-service that is managed by Couchbase. Our database-as-a-service, called Couchbase Capella, supports a broad set of use cases, reducing a customer’s need to buy, deploy and manage additional databases or supporting technologies.
We sell our platform through our direct sales force and our growing ecosystem of partners. Our platform is broadly accessible to a wide range of enterprises, as well as governments and organizations. We have customers in a range of industries, including retail and e-commerce, travel and hospitality, financial services and insurance, software and
54
technology, gaming, media and entertainment and industrials. We focus our selling efforts on the largest global enterprises with the most complex data requirements, and we have introduced a new cloud-based managed offering for enterprises looking for a turnkey version of our platform.
We have achieved significant growth over our operating history. For fiscal 2023, 2022, and 2021, our revenue was $154.8 million, $123.5 million and $103.3 million, respectively, representing period-over-period growth rates of 25% and 20%, respectively. As of January 31, 2023 and 2022, our annual recurring revenue (“ARR”) was $163.7 million and $132.9 million, respectively, representing period-over-period growth of 23%. For fiscal 2023, 2022, and 2021, our net loss was $68.5 million, $58.2 million and $40.0 million, respectively, as we continued to invest in the growth of our business to capture the massive opportunity that we believe is available to us.
Our Business Model
We generate the substantial majority of our revenue from sales of subscriptions, which accounted for 92%, 94% and 94% of our total revenue in fiscal 2023, 2022, and 2021, respectively. We derive a substantial majority of our subscription revenue from the Enterprise Edition of Couchbase Server and Couchbase Mobile. Couchbase Server is generally licensed per node, which we define as an instance of Couchbase running on a server. Our subscription pricing is based on the computing power and memory per instance, as well as the chosen service level. We offer three different support levels: the Platinum level offers 24/7 support and the shortest response time of 30 minutes; the Gold level offers 24/7 support with a response time of 2 hours; and the Silver level offers 7am-5pm local time support, 5 days a week. These response times are for incidents of the highest severity level, which we identify as level P1. The initial response time for levels P2 and P3 incidents, which are less severe, are longer.
We also derive subscription revenue from our database-as-a-service offering. Our database-as-a-service offering, called Couchbase Capella, is sold on a consumption basis, which removes the need to license different node types separately. Couchbase Capella pricing delivers superior customer flexibility relative to other Cloud Service Providers (“CSPs”) as on-demand pricing allows customers to pay only for what they use based on hourly pricing and the credits purchased through our annual credit model expire only at the end of a 12-month period, rather than ratably throughout the year. We also provide automatic conversion to on-demand consumption when annual credits expire or are exhausted. Couchbase Capella credits can be purchased upfront to provide cost savings with volume discounts available based on credit quantity. We offer three pricing levels for Couchbase Capella, based on the support response time. Revenue from Couchbase Capella was not material for fiscal 2023, 2022 and 2021.
The non-cancelable term of our subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances and is typically billed annually in advance. The timing and billing of large, multi-year contracts can create variability in revenue and deferred revenue between periods.
We also generate revenue from services, which represented 8%, 6% and 6% of our total revenue in fiscal 2023, 2022, and 2021, respectively. Our services revenue is derived from our professional services related to the implementation or configuration of our platform and training. We have invested in building our services organization because we believe it plays an important role in customer success, ensuring that our customers fulfill their digital transformation agendas while leveraging our platform, accelerating our customers’ realization of the full benefits of our platform and driving increased adoption of our platform.
Our go-to-market strategy is focused on large enterprises recognized as leaders in their respective industries who are attempting to solve complicated business problems by digitally transforming their operations. As a result, Couchbase powers some of the largest and most complex enterprise applications worldwide. Through our highly instrumented “sell-to” go-to-market motion, we have built a direct sales organization that understands the strategic needs of enterprises as well as a marketing organization that emphasizes our enablement of digital transformation through our no-compromises approach to performance, resiliency, scalability, agility and total cost of ownership (“TCO”) savings.
We complement our “sell-to” go-to-market motion with a “buy-from” go-to-market motion, which is focused on targeting the application developer community to drive adoption of our platform. To accomplish this, we have and plan to continue to invest in Couchbase Capella, our fully-managed database-as-a-service offering. We also offer free Community Editions of some of our products, free trials of our Enterprise Edition of Couchbase Server and Couchbase Capella products and a web browser-based demonstration version of Couchbase Server to further accelerate application developer adoption. We believe these offerings lead to future purchases of our paid products. While our Community Edition includes the core functionality of Couchbase Server, it is not suited for mission-critical deployments, as it offers only limited functionality around the scaled performance and security that enterprises require and no direct customer support from Couchbase.
55
We also continuously grow and cultivate our cloud provider partner and technology provider ecosystem. A significant portion of our revenue in fiscal 2023, 2022 and 2021 was attributable to our partner ecosystem.
We employ a land-and-expand model centered around our platform offerings, which have a rapid time to production and time to value for our customers, and our sales and customer success organizations, which proactively guide customers to realize strategic and transformative use cases and drive greater adoption of our platform and services. Our marketing organization is focused on building our brand reputation and awareness. Our marketing initiatives drive awareness and demand for Couchbase products, starting at the top of the sales funnel with trial experiences. As part of these efforts, we offer application developers robust educational resources to help them learn more about our platform, including access to on-demand instructional webinars.
Impact of Macroeconomic Conditions
Current macroeconomic conditions, including recessionary fears, inflation concerns, and rising interest rates as a result of government actions to combat inflation, as well as other geopolitical developments, have impacted and may continue to impact business spending and the economy as a whole. We have seen customers electing shorter term contracts, and effects from foreign exchange fluctuations have impacted and may continue to impact our results of operations.
The effects of these macroeconomic conditions on our business and operations remains highly uncertain, and it is not possible for us to predict the duration and extent to which they will affect our business, future results of operations, and financial condition. See the section titled “Risk Factors” for further discussion of these challenges and risks.
Factors Affecting Our Performance
Continuing to Acquire New Customers
We grow our subscription revenue by acquiring new customers. The size of our customer base may vary from period to period for several reasons, including the length of our sales cycle, the effectiveness of our sales and marketing efforts, enterprise application development cycles and the corresponding adoption rates of modern applications that require database solutions like ours. Additionally, our revenue has and will vary as new customers purchase our products due to the fact that we recognize a portion of such subscription revenue upfront. As digital transformation continues to accelerate, we believe that Couchbase Capella, our fully-managed database-as-a-service offering, will become increasingly popular as a result of its compelling pricing model, ease of operation, lower TCO, time to market and flexibility. We will continue to offer Couchbase Capella and provide flexible, highly available and differentiated economical options to capture new customers.
Continuing to Expand Within Existing Customers
A significant part of our growth has been, and we expect will continue to be, driven by expansion within our existing customer base. Growth of our revenue from our existing customers results from increases in the scale of their deployment for existing use cases, or when customers utilize our platform to address new use cases. In addition, our professional services organization helps customers deploy new use cases and optimize their existing implementations. Our revenue from our subscription offerings varies depending on the scale and performance requirements of our customers’ deployments. We are focusing on growing our subscription revenue, particularly from enterprises, while delivering professional services and training to support this growth. We have been successful in expanding our existing customers’ adoption of our platform as demonstrated by our dollar-based net retention rate of over 115% in seven of the past eight quarters.
Our dollar-based net retention rate for any period equals the simple arithmetic average of our quarterly dollar-based net retention rate for the four quarters ending with the most recent fiscal quarter. To calculate our dollar-based net retention rate for a given quarter, we start with the ARR (“Base ARR"”) attributable to our customers (“Base Customers”) as of the end of the same quarter of the prior fiscal year. We then determine the ARR attributable to the Base Customers as of the end of the most recent quarter and divide that amount by the Base ARR.
Continuing to Invest in Growth
We expect to continue to invest in our offerings, personnel, geographic presence and infrastructure in order to drive future growth, as well as to pursue adjacent opportunities. We expend research and development resources to drive innovation in our proprietary software to constantly improve the functionality and performance of our platform and to increase the deployment models available to our customers. We anticipate continuing to increase our headcount to ensure that our product development organization drives improvements in our product offerings, our sales and marketing
56
organization can maximize opportunities for growing our business and revenue and our general and administrative organization efficiently supports the growth of our business as well as our effective operation as a public company.
Key Business Metrics
Annual Recurring Revenue
We define ARR as of a given date as the annualized recurring revenue that we would contractually receive from our customers in the month ending 12 months following such date. Based on historical experience with customers, we assume all contracts will be automatically renewed at the same levels unless we receive notification of non-renewal and are no longer in negotiations prior to the measurement date. ARR also includes revenue from consumption-based cloud credits of Couchbase Capella products. ARR for Couchbase Capella products in a customer’s initial year is calculated as described above; after a customer’s initial year it is calculated by annualizing the prior 90 days of actual consumption, assuming no increases or reductions in usage. ARR excludes revenue derived from the use of cloud products only based on on-demand arrangements and services revenue. ARR should be viewed independently of revenue, and does not represent our revenue under GAAP on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal dates. ARR is not intended to be a replacement for forecasts of revenue. Although we seek to increase ARR as part of our strategy of targeting large enterprise customers, this metric may fluctuate from period to period based on our ability to acquire new customers and expand within our existing customers. We believe that our ARR is an important indicator of the growth and performance of our business. We updated our definition of ARR beginning in the first quarter of fiscal 2023 to include revenue from consumption-based cloud credits of Couchbase Capella products by annualizing the prior 90 days of actual consumption, assuming no increases or reductions in usage, and updated in the third quarter of fiscal 2023 to clarify that the 90-day actual consumption methodology is only used after a customer’s initial year. The reason for these changes is to better reflect the ARR for Couchbase Capella products following the launch of Couchbase Capella in fiscal 2022. ARR for prior periods have not been adjusted to reflect these changes as they are not material to any period previously presented.
As of January 31,
20232022
(in millions)
ARR$163.7 $132.9 
Customers
We calculate our total number of customers at the end of each period. We include in this calculation each customer account that has an active subscription contract with us or with which we are negotiating a renewal contract at the end of a given period. Each party with which we enter into a subscription contract is considered a unique customer and, in some cases, a single organization may be counted as more than one customer. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs and other market activity. We believe that our number of customers is an important indicator of the growth of our business and future revenue trends.
As of January 31,
20232022
Customers675 590 
57
Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we believe certain non-GAAP financial measures are useful to investors in evaluating our operating performance. We use certain non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. Non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
We define the non-GAAP financial measures below as their respective GAAP measures, excluding expenses related to stock-based compensation expense, employer taxes on employee stock transactions, restructuring expense and litigation-related expenses. We use these non-GAAP financial measures in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.
Beginning with the first quarter of fiscal 2023, we have excluded employer payroll taxes on employee stock transactions, which is a cash expense, from our non-GAAP results. These payroll taxes have been excluded from our non-GAAP results because they are tied to the timing and size of the exercise or vesting of the underlying equity awards, and the price of our common stock at the time of vesting or exercise may vary from period to period independent of the operating performance of our business. Prior period non-GAAP financial measures have not been adjusted to reflect this change, and the effect of this change is not material for any period previously presented.
Non-GAAP Gross Profit and Non-GAAP Gross Margin
We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense and employer taxes on employee transactions. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.
Year Ended January 31,
202320222021
(dollars in thousands)
Total revenue$154,824$123,542$103,285
Gross profit$134,565$108,761$91,668
Add: Stock-based compensation expense968392123
Add: Employer taxes on employee stock transactions41— — 
Non-GAAP gross profit$135,574$109,153$91,791
Gross margin86.9 %88.0 %88.8 %
Non-GAAP gross margin87.6 %88.4 %88.9 %
58
Non-GAAP Operating Loss and Non-GAAP Operating Margin
We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, employer taxes on employee transactions, litigation-related expenses and restructuring expenses. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.
Year Ended January 31,
202320222021
(dollars in thousands)
Total revenue$154,824$123,542$103,285
Loss from operations$(69,315)$(56,258)$(33,080)
Add: Stock-based compensation expense25,72110,7504,671
Add: Employer taxes on employee stock transactions606——
Add: Litigation-related expenses——213
Add: Restructuring(1)
1,663——
Non-GAAP operating loss$(41,325)$(45,508)$(28,196)
Operating margin(45)%(46)%(32)%
Non-GAAP operating margin(27)%(37)%(27)%
______________
(1) For the year ended January 31, 2023, $65,000 of stock-based compensation expense related to restructuring charges was included in the restructuring expense line.
Non-GAAP Net Loss and Non-GAAP Net Loss Per Share
We define non-GAAP net loss attributable to common stockholders as net loss attributable to common stockholders excluding stock-based compensation expense, employer taxes on employee transactions and litigation-related expenses. We use non-GAAP net loss attributable to common stockholders and non-GAAP net loss per share attributable to common stockholders in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.
Year Ended January 31,
202320222021
(dollars and shares in thousands)
Net loss attributable to common stockholders$(68,494)$(61,146)$(44,059)
Add: Stock-based compensation expense25,72110,7504,671
Add: Employer taxes on employee stock transactions606——
Add: Litigation-related expenses——213
Add: Restructuring(1)
1,663——
Non-GAAP net loss attributable to common stockholders$(40,504)$(50,396)$(39,175)
GAAP net loss per share attributable to common stockholders$(1.53)$(2.37)$(7.71)
Non-GAAP net loss per share attributable to common stockholders$(0.90)$(1.96)$(6.85)
Weighted average shares outstanding, basic and diluted44,78725,7775,717
______________
59
(1) For the year ended January 31, 2023, $65,000 of stock-based compensation expense related to restructuring charges was included in the restructuring expense line.
Free Cash Flow
We define free cash flow as cash used in operating activities less additions to property and equipment, which includes capitalized internal-use software costs. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives. For fiscal 2023, 2022 and 2021 our free cash flow included cash paid for our unused Credit Facility (as defined below) of $0.1 million and cash paid for interest on our debt of $0.6 million and $6.0 million, respectively.
Year Ended January 31,
202320222021
(in thousands)
Net cash used in operating activities$(41,185)$(41,574)$(39,178)
Less: Additions to property and equipment(5,646)(819)(2,819)
Free cash flow$(46,831)$(42,393)$(41,997)
Net cash used in investing activities(23,366)(92,030)(22,412)
Net cash provided by financing activities9,706 192,410 80,501 
Components of Results of Operations
Revenue
We derive revenue from sales of subscriptions and services. Our subscription revenue is primarily derived from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in our consolidated statements of operations. License revenue is recognized upon transfer when our customer has received access to our software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of our revenue. The database-as-a-service revenue is recognized on a consumption basis. The non-cancelable term of our subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances.
Our services revenue is derived from our professional services for the implementation or configuration of our platform and training. Services revenue is recognized over time based on input measures for professional services and upon delivery for training.
We expect our revenue may vary from period to period based on, among other things, the timing and size of new subscriptions, the proportion of term license contracts that commence within the period, the rate of customer renewals and expansions, the length of sales cycles and timing, delivery of professional services and training and fluctuations in customer consumption of our database-as-a-service offering.
Cost of Revenue
Cost of subscription revenue primarily consists of personnel-related costs associated with our customer support organization, including salaries, bonuses, benefits and stock-based compensation, expenses associated with software and subscription services dedicated for use by our customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software related to our database-as-a-service offering and allocated overhead. There is no cost of revenue associated with our license revenue. We expect our cost of subscription revenue to increase in absolute dollars as our subscription revenue increases and as we continue to amortize capitalized internal-use software costs related to our database-as-a-service offering.
Cost of services revenue primarily consists of personnel-related costs associated with our professional services and training organization, including salaries, bonuses, benefits and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by our
60
professional services and training organization, travel-related expenses and allocated overhead. We expect our cost of services revenue to fluctuate from period to period depending on the timing and delivery of professional services and training.
Gross Profit and Gross Margin
Our gross profit and gross margin have been and will continue to be affected by various factors, including the average sales price of our subscriptions and services, the mix of subscriptions and services we sell and the associated revenue and the mix of geographies into which we sell and transaction volume growth. We expect our gross profit and gross margin to fluctuate in the near term depending on the interplay of these factors, and to the extent the revenue from our database-as-a-service offering increases as a percentage of total revenue, we expect our gross margin will decline over time.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing, general and administrative and restructuring expenses. Personnel-related costs are the most significant component of operating expenses and consist of salaries, bonuses, benefits, sales commissions and stock-based compensation expenses.
Research and Development
Research and development expenses consist primarily of personnel-related costs, expenses associated with software and subscription services dedicated for use by our research and development organization, depreciation and amortization of property and equipment and allocated overhead. We expect that our research and development expenses will increase in absolute dollars as we continue to invest in the features and functionalities of our platform. We expect research and development expenses to fluctuate as a percentage of revenue in the near term, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related costs, expenses associated with software and subscription services dedicated for use by our sales and marketing organization, costs of general marketing and promotional activities, amortization of deferred commissions, fees for professional services related to sales and marketing, travel-related expenses and allocated overhead. We expect that our sales and marketing expenses will increase in absolute dollars as we continue to expand our sales and marketing efforts to attract new customers and deepen our engagement with existing customers. We expect sales and marketing expenses to fluctuate as a percentage of revenue in the near term as we continue to invest in growing the reach of our platform through our sales and marketing efforts, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.
General and Administrative
General and administrative expenses consist primarily of personnel-related costs associated with our finance, legal, human resources and other administrative personnel. In addition, general and administrative expenses include non-personnel costs, such as fees for professional services such as external legal, accounting and other professional services, expenses associated with software and subscription services dedicated for use by our general and administrative organization, certain taxes other than income taxes and allocated overhead. We expect that our general and administrative expenses will increase in absolute dollars as we continue to invest in the growth of our business and operate as a publicly-traded company. We expect general and administrative expenses to fluctuate as a percentage of revenue in the near term, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.
61
Restructuring
Restructuring expenses primarily consist of efforts we have undertaken to improve operational efficiency. Restructuring activities include employee severance and related costs and stock-based compensation expense from modifications of vested awards granted to certain employees impacted by our restructuring plan. For further information on restructuring expense, refer to Note 12 in the consolidated financial statements contained within this Annual Report on Form 10-K.
Interest Expense
Interest expense consists primarily of interest on borrowings, prepayment penalties, end-of-term charges for our term loan and unused credit facility fees related to our Credit Facility.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency gains and losses related to the impact of transactions denominated in a foreign currency and interest income.
Provision for Income Taxes
Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. We recorded a full valuation allowance against our U.S. deferred tax assets as we have determined that it is not more likely than not that the deferred tax assets will be realized. The cash tax expenses are impacted by each jurisdiction’s individual tax rates, laws on the timing of recognition of income and deductions and availability of NOLs and tax credits. Our effective tax rate could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.
62
Results of Operations
The following table sets forth our consolidated statements of operations for the periods indicated (in thousands):
Year Ended January 31,
202320222021
Revenue:
License$19,885 $19,008 $14,032 
Support and other123,010 97,279 82,904 
Total subscription revenue142,895 116,287 96,936 
Services11,929 7,255 6,349 
Total revenue154,824 123,542 103,285 
Cost of revenue:
Subscription(1)
10,762 8,529 6,074 
Services(1)
9,497 6,252 5,543 
Total cost of revenue20,259 14,781 11,617 
Gross profit134,565 108,761 91,668 
Operating expenses:
Research and development(1)
57,760 51,639 39,000 
Sales and marketing(1)
111,067 89,372 70,248 
General and administrative(1)
33,390 24,008 15,500 
Restructuring(1)
1,663 — — 
Total operating expenses203,880 165,019 124,748 
Loss from operations(69,315)(56,258)(33,080)
Interest expense(101)(656)(6,970)
Other income (expense), net1,960 (300)1,111 
Loss before income taxes(67,456)(57,214)(38,939)
Provision for income taxes1,038 1,015 1,044 
Net loss$(68,494)$(58,229)$(39,983)
______________
(1)  Includes stock-based compensation expense as follows:
Year Ended January 31,
202320222021
(in thousands)
Cost of revenue—subscription$535 $196 $69 
Cost of revenue—services433 196 54 
Research and development7,937 3,343 1,316 
Sales and marketing9,426 3,968 1,536 
General and administrative7,390 3,047 1,696 
Restructuring65 — — 
Total stock-based compensation expense$25,786 $10,750 $4,671 
63
The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:
Year Ended January 31,
202320222021
Revenue:
License13 %15 %14 %
Support and other79 79 80 
Total subscription revenue92 94 94 
Services8 6 6 
Total revenue100 100 100 
Cost of revenue:
Subscription7 7 6 
Services6 5 5 
Total cost of revenue13 12 11 
Gross profit87 88 89 
Operating expenses:
Research and development37 42 38 
Sales and marketing72 72 68 
General and administrative22 19 15 
Restructuring1 — — 
Total operating expenses132 134 121 
Loss from operations(45)(46)(32)
Interest expense*(1)(7)
Other income (expense), net1 *1 
Loss before income taxes(44)(46)(38)
Provision for income taxes1 1 1 
Net loss(44)%(47)%(39)%
______________
*Represents less than 1%
Note: Certain figures may not sum due to rounding.
Comparison of Fiscal 2023 and Fiscal 2022
Revenue
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Revenue
License$19,885 $19,008 $877 5 %
Support and other123,010 97,279 25,731 26 %
Total subscription revenue142,895 116,287 26,608 23 %
Services11,929 7,255 4,674 64 %
Total revenue$154,824 $123,542 $31,282 25 %
Subscription revenue increased by $26.6 million, or 23%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in subscription revenue was due to an increase in revenue from existing customers and new customers, as we increased our customer base from 590 customers as of January 31, 2022 to 675 customers as of January 31, 2023. Approximately 85% of the increase in revenue was attributable to growth from existing customers, and the remaining increase was attributable to new customers.
64
Services revenue increased by $4.7 million, or 64%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in services revenue was primarily due to an increase in the number of professional services hours performed.
Cost of Revenue, Gross Profit and Gross Margin
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Cost of revenue:
Subscription$10,762 $8,529 $2,233 26 %
Services9,497 6,252 3,245 52 %
Total cost of revenue$20,259 $14,781 $5,478 37 %
Gross profit$134,565 $108,761 
Gross margin86.9 %88.0 %
Headcount (at period end)7259
Cost of subscription revenue increased by $2.2 million, or 26%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in cost of subscription revenue was primarily due to an increase of $1.8 million related to the computing infrastructure costs associated with our database-as-a-service offering.
Cost of services revenue increased by $3.2 million, or 52%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in cost of services revenue was primarily due to an increase of $2.1 million in contracted third-party professional services and an increase of $0.8 million in personnel-related costs associated with increased headcount and increased stock-based compensation related to our RSUs.
Gross margin decreased during the year ended January 31, 2023 compared to the year ended January 31, 2022, primarily due to changes in the mix of subscription and service revenue, including higher costs associated with the growth of our database-as-a-service offering and costs related to delivery, particularly costs of contracted third-party partners for professional services.
Research and Development
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Research and development$57,760$51,639$6,121 12 %
Percentage of revenue37 %42 %
Headcount (at period end)280247
Research and development increased by $6.1 million, or 12%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in research and development expenses was primarily due to an increase of $2.1 million associated with computing infrastructure costs. There was an additional increase of $4.6 million in stock-based compensation related to our RSUs, offset by a decrease of $2.6 million in personnel-related costs despite increased headcount as capitalized internal-use software costs also increased. There was also an increase of $0.7 million in allocated IT costs associated with increased headcount and an increase of $0.5 million in allocated facilities costs.
65
Sales and Marketing
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Sales and marketing$111,067 $89,372 $21,695 24 %
Percentage of revenue72 %72 %
Headcount (at period end)323280
Sales and marketing increased by $21.7 million, or 24%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in sales and marketing expenses was primarily due to an increase of an increase of $13.4 million in personnel-related costs associated with increased headcount and increased stock-based compensation related to our RSUs, an increase of $3.2 million in travel-related costs and an increase of $1.0 million in professional services fees. There was an additional increase of $0.9 million in sales and marketing program expenses primarily associated with costs of general marketing and promotional activities as we continue to expand our sales and marketing efforts to attract new customers and deepen our engagement with existing customers.
General and Administrative
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
General and administrative$33,390 $24,008 $9,382 39 %
Percentage of revenue22 %19 %
Headcount (at period end)6560
General and administrative increased by $9.4 million, or 39%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in general and administrative expenses was primarily due to an increase of $7.6 million in personnel-related costs associated with increased headcount and increased stock-based compensation related to our RSUs.
Interest Expense
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Interest expense$(101)$(656)$555 (85)%
Interest expense decreased by $0.6 million, or 85%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The decrease in interest expense was primarily due to the repayment of the full outstanding balance of our Credit Facility in the third quarter of fiscal 2022.
Other Income (Expense), Net
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Other income (expense), net$1,960 $(300)$2,260 (753)%
66
Other income (expense), net increased by $2.3 million, or 753%, during the year ended January 31, 2023 compared to the year ended January 31, 2022. The increase in other income (expense), net was primarily driven by an increase of $2.4 million in interest income driven by higher short-term investment balances and higher yield in the current period. This was partially offset by an increase of $0.1 million in foreign currency losses due to remeasurement of monetary assets denominated in non-functional currencies.
Provision for Income Taxes
Year Ended January 31,$ Change% Change
20232022
(dollars in thousands)
Loss before income taxes$(67,456)$(57,214)$(10,242)18 %
Provision for income taxes1,038 1,015 23 2 %
Effective tax rate(1.5)%(1.8)%
The change in provision for income taxes during the year ended January 31, 2023 compared to the year ended January 31, 2022 was not material.
Liquidity and Capital Resources
We have financed our operations through subscription revenue from customers accessing our platform and services revenue, and in July 2021, we completed our IPO with net proceeds totaling $214.9 million. We also have a Credit Facility to obtain up to $40.0 million in debt financing. In the third quarter of fiscal 2023, we repaid in full the $25.0 million aggregate then outstanding principal balance under our Credit Facility. We have incurred losses and generated negative cash flows from operations for the last several years, including fiscal 2023, 2022 and 2021. As of January 31, 2023, we had an accumulated deficit of $410.5 million.
As of January 31, 2023, we had $168.3 million in cash, cash equivalents and short-term investments. We maintain our cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. For more information, see "Concentration of Credit Risk" in Note 2 of our notes to the consolidated financial statements. We believe our existing cash, cash equivalents and short-term investments, availability under the Credit Facility, which is described in Note 7 of our notes to the consolidated financial statements, and cash provided by sales of subscriptions to our platform and sales of our services will be sufficient to meet our projected operating requirements and cash expenditures for at least the next 12 months. As a result of our revenue growth plans, both domestically and internationally, we expect that losses and negative cash flows from operations may continue in the future. Our future cash requirements will depend on many factors, including our subscription revenue growth rate, subscription renewals, billing timing and frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced platform features and functionality and the continued market adoption of our platform. We may in the future pursue acquisitions of businesses, technologies, assets and talent.
We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, our competitive position could weaken, and our business, financial condition and results of operations could be adversely affected.
We typically invoice our subscription customers annually in advance. Therefore, a substantial source of our cash is from such prepayments, which are included on our consolidated balance sheets as deferred revenue. Deferred revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of January 31, 2023, remaining performance obligations, including both deferred revenue and non-cancelable contracted amounts, were $165.9 million. We expect to recognize revenue of $117.2 million on these remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter.
67
Cash Flows
The following table shows a summary of our cash flows for the periods presented:
Year Ended January 31,
202320222021
(in thousands)
Net cash provided by (used in):
Operating activities$(41,185)$(41,574)$(39,178)
Investing activities$(23,366)$(92,030)$(22,412)
Financing activities$9,706 $192,410 $80,501 
Operating Activities
Cash used in operating activities for fiscal 2023 of $41.2 million primarily consisted of our net loss of $68.5 million, adjusted for non-cash charges of $49.0 million and net cash outflows of $21.7 million from changes in our operating assets and liabilities. Changes in operating assets and liabilities primarily reflected a $17.6 million increase in deferred commissions related to increased sales during the period, a $3.5 million increase in accounts receivable related to timing of billings and collections, a $3.5 million decrease in accrued compensation and benefits primarily due to fewer employee contributions related to the 2021 Employee Stock Purchase Plan, or the ESPP, and a $2.8 million decrease in lease liabilities due to monthly rental payments for operating leases. This was partially offset by a $3.3 million increase in deferred revenue due to timing of billings and a $3.1 million increase in accrued expenses and other liabilities due to timing of payments, including restructuring costs.
Cash used in operating activities for fiscal 2022 of $41.6 million primarily consisted of our net loss of $58.2 million, adjusted for non-cash charges of $28.0 million and net cash outflows of $11.4 million from changes in our operating assets and liabilities. Changes in operating assets and liabilities primarily reflected a $20.5 million increase in deferred commissions related to increased sales during the period and a $6.2 million increase in prepaid expenses and other assets. Additionally, there was a $0.7 million increase in accounts receivable related to timing of billings and collections. This was partially offset by a $10.0 million increase in deferred revenue due to timing of billings and a $7.0 million increase in accrued compensation and benefits primarily due to increased headcount, higher bonus and commissions accruals during the period, and employee contributions related to the ESPP.
Investing Activities
Cash used in investing activities for fiscal 2023 of $23.4 million consisted of purchases of short-term investments net of maturities of $17.7 million and additions to property and equipment of $5.6 million.
Cash used in investing activities for fiscal 2022 of $92.0 million consisted of purchases of short-term investments net of maturities and sales of $91.2 million and additions of property and equipment of $0.8 million.
Financing Activities
Cash provided by financing activities for fiscal 2023 of $9.7 million consisted of proceeds from stock option exercises of $5.2 million and proceeds from the issuance of common stock under our employee stock purchase plan of $4.5 million.
Cash provided by financing activities for fiscal 2022 of $192.4 million primarily consisted of proceeds from the completion of our IPO of $214.9 million, net of underwriters’ discounts and commissions, and proceeds from stock option exercises of $7.5 million offset by the payment of deferred offering costs of $4.9 million and payment of debt of $25.0 million.
68
Contractual Obligations and Commitments
Our contractual obligations consist of purchase obligations and operating lease commitments. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. These obligations relate to third-party cloud infrastructure agreements and subscription arrangements. Our operating lease commitments relate primarily to our office facilities.
For further information on our commitments and contingencies, refer to Note 8 and Note 9 in the consolidated financial statements contained within this Annual Report on Form 10-K.
Indemnification Agreements
In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. Additionally, we entered into indemnification agreements with our directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could reasonably be expected to have a material effect on our financial condition, results of operations or cash flows.
Critical Accounting Policies and Estimates
Our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.
Revenue Recognition
We account for revenue in accordance with Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers.
Our revenue is derived from the sale of subscriptions and services.
Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in our consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when our customer has received access to our software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to our customer and represents a substantial majority of our revenue. Performance obligations related to our database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of our subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances. We typically bill subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly.
69
Our services revenue is derived from professional services for the implementation or configuration of our platform and training. Services revenue is recognized over time based on input measures for professional services and upon delivery for training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses, database-as-a-service offerings and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed.
Determining whether the software license and the related PCS are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. We have concluded that the software license, which is recognized upon transfer to the customer, and PCS, which is recognized over the term of the arrangement, are two separately identifiable performance obligations.
Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgement. When appropriate, we determine SSP based on the price at which the performance obligation has previously been sold through past transactions. We determine SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, we first allocate the transaction price to the performance obligations with established SSPs and then apply the residual approach to allocate the remaining transaction price to the subscription.
Stock-Based Compensation
We recognize stock-based compensation expense for all stock awards based on the grant-date fair value of the awards. The fair value of restricted stock units is estimated using the current market price of our common stock on the date of grant. The fair value of stock options granted under the 2021 Equity Incentive Plan, and purchase rights issued to employees under the ESPP, is based on the Black-Scholes option-pricing model. Stock-based compensation expense for service-based vesting restricted stock units and stock options are recognized on a straight-line basis over the requisite service period. We account for forfeitures as they occur. Stock-based compensation expense related to the 2021 Employee Stock Purchase Plan is recognized on a straight-line basis over the offering period.
The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of our common stock, the expected option term, expected volatility of our stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
Our assumptions and estimates are as follows:
•Fair Value of Common Stock. Prior to our IPO, the fair value was determined by our board of directors with input from management and contemporaneous independent third-party valuations. Subsequent to our IPO, the fair value of our common stock is based on the daily average selling price on the Nasdaq Global Select Market.
•Expected Term. The expected term represents the weighted-average period the stock-based awards are expected to remain outstanding and is calculated using the simplified method, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option.
•Expected Volatility. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as we do not have sufficient trading history for our common stock.
•Risk-Free Interest Rate. The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the option’s expected term.
•Dividend Yield. We utilize a dividend yield of zero. We do not currently declare or pay dividends on common stock, nor do we expect to do so in the foreseeable future.
70
Market-Based RSUs
The fair value of market-based performance restricted stock unit awards is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award. Due to the limited history of trading of our common stock, we determined expected volatility based on a peer group of publicly traded companies. We recognize expense over the requisite service period regardless of whether the market-based performance conditions are satisfied, adjusted for pre-vesting forfeitures as they occur.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.
JOBS Act Accounting Election
We are an “emerging growth company,” as defined in the JOBS Act. The JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an “emerging growth company” to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
Our cash, cash equivalents and short-term investments primarily consist of highly liquid investments in money market funds, U.S. government treasury securities, commercial paper, corporate debt securities, agency obligations and asset-backed securities. As of January 31, 2023, we had cash and cash equivalents of $40.4 million and short-term investments of $127.9 million and no amounts outstanding under the Credit Facility. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on our results of operations and cash flows. We therefore do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.
Foreign Currency Risk
The functional currency of our foreign subsidiaries is the U.S. Dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in our consolidated statement of operations.
The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains (losses) related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, revenue or expenses increase, our results of operations and cash flows may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.
As of January 31, 2023, a hypothetical 10% change in the relative value of the U.S. Dollar to other currencies would not have a material impact on our results of operations and cash flows.
71
Item 8. Financial Statements and Supplementary Data
COUCHBASE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
72
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Couchbase, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Couchbase, Inc. and its subsidiaries (the “Company”) as of January 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders' equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases effective February 1, 2022.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
San Jose, California
March 29, 2023

We have served as the Company’s auditor since 2017.
F-1
COUCHBASE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts) 
As of January 31,
20232022
Assets
Current assets
Cash and cash equivalents$40,446 $95,688 
Short-term investments127,856 110,266 
Accounts receivable, net39,847 36,696 
Deferred commissions13,096 11,783 
Prepaid expenses and other current assets8,234 8,559 
Total current assets229,479 262,992 
Property and equipment, net7,430 4,288 
Operating lease right-of-use assets6,940 — 
Deferred commissions, noncurrent7,524 8,243 
Other assets1,666 1,219 
Total assets$253,039 $276,742 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $1,407 $1,923 
Accrued compensation and benefits12,641 16,143 
Other accrued expenses6,076 3,231 
Operating lease liabilities3,117 — 
Deferred revenue71,716 69,010 
Total current liabilities94,957 90,307 
Operating lease liabilities, noncurrent4,543 — 
Deferred revenue, noncurrent3,275 2,713 
Other liabilities— 507 
Total liabilities102,775 93,527 
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit)
Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of January 31, 2023 and 2022; zero shares issued and outstanding as of January 31, 2023 and 2022
——
Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of January 31, 2023 and 2022; 45,432,029 and 43,847,484 shares issued and outstanding as of January 31, 2023 and 2022, respectively
——
Additional paid-in capital561,547525,392
Accumulated other comprehensive income (loss)(807)(195)
Accumulated deficit(410,476)(341,982)
Total stockholders’ equity150,264183,215
Total liabilities and stockholders’ equity$253,039 $276,742 
The accompanying notes are an integral part of these consolidated financial statements.
F-2
COUCHBASE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts) 
Year Ended January 31,
202320222021
Revenue:
License$19,885 $19,008 $14,032 
Support and other123,01097,279 82,904 
Total subscription revenue142,895116,287 96,936 
Services11,9297,255 6,349 
Total revenue154,824123,542 103,285 
Cost of revenue:
Subscription10,7628,529 6,074 
Services9,4976,252 5,543 
Total cost of revenue20,25914,781 11,617 
Gross profit134,565108,761 91,668 
Operating expenses:
Research and development57,76051,639 39,000 
Sales and marketing111,06789,372 70,248 
General and administrative33,39024,008 15,500 
Restructuring1,663— — 
Total operating expenses203,880165,019 124,748 
Loss from operations(69,315)(56,258)(33,080)
Interest expense(101)(656)(6,970)
Other income (expense), net1,960(300)1,111 
Loss before income taxes(67,456)(57,214)(38,939)
Provision for income taxes1,0381,015 1,044 
Net loss$(68,494)$(58,229)$(39,983)
Cumulative dividends on Series G redeemable convertible preferred stock—(2,917)(4,076)
Net loss attributable to common stockholders$(68,494)$(61,146)$(44,059)
Net loss per share attributable to common stockholders, basic and diluted$(1.53)$(2.37)$(7.71)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted44,787 25,777 5,717 
The accompanying notes are an integral part of these consolidated financial statements.
F-3
COUCHBASE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year Ended January 31,
202320222021
Net loss$(68,494)$(58,229)$(39,983)
Other comprehensive income:
Net unrealized gains (losses) on investments, net of tax(612)(196)1 
Total comprehensive loss$(69,106)$(58,425)$(39,982)
The accompanying notes are an integral part of these consolidated financial statements.
F-4
COUCHBASE, INC.
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except shares)
Redeemable
Convertible
Preferred Stock		Common StockAdditional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Stockholders’
Equity
(Deficit)
SharesAmountSharesAmount
Balances as of January 31, 202018,901,887 $155,506 5,646,238 $— $30,554 $— $(243,770)$(213,216)
Issuance of common stock upon exercise of stock options— — 553,067 — 2,185 — — 2,185 
Issuance of Series G
redeemable convertible preferred stock, net of issuance costs
7,168,326 104,316 — — — — — — 
Stock-based compensation— — — — 4,671 — — 4,671 
Net unrealized gains on investments— — — — — 1 — 1 
Net loss— — — — — — (39,983)(39,983)
Balances as of January 31, 202126,070,213 $259,822 6,199,305 $— $37,410 $1 $(283,753)$(246,342)
Issuance of common stock upon exercise of stock options— — 1,347,595 — 7,495 — — 7,495 
Conversion of redeemable convertible preferred stock to common stock upon initial public offering(26,070,213)(259,822)26,710,600 — 259,822 — — 259,822 
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs— — 9,589,999 — 209,924 — — 209,924 
Settlement of fractional shares paid in cash— — (15)— (9)— — (9)
Stock-based compensation— — — — 10,750 — — 10,750 
Net unrealized losses on investments— — — — — (196)— (196)
Net loss— — — — — — (58,229)(58,229)
Balances as of January 31, 2022— $— 43,847,484 $— $525,392 $(195)$(341,982)$183,215 
Issuance of common stock upon exercise of stock options— — 817,753 — 5,222 — — 5,222 
Issuance of common stock in connection with employee stock purchase plan— — 314,315 — 4,484 — — 4,484 
Vesting of restricted stock units— — 452,477 — — — — — 
Stock-based compensation— — — — 26,449 — — 26,449 
Net unrealized losses on investments— — — — — (612)— (612)
Net loss— — — — — — (68,494)(68,494)
Balances as of January 31, 2023— $— 45,432,029 $— $561,547 $(807)$(410,476)$150,264 
The accompanying notes are an integral part of these consolidated financial statements.
F-5
COUCHBASE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended January 31,
202320222021
Cash flows from operating activities
Net loss$(68,494)$(58,229)$(39,983)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization3,171 2,824 2,006 
Amortization of debt issuance costs— 52 717 
Debt prepayment costs— — 1,000 
Stock-based compensation, net of amounts capitalized25,786 10,750 4,671 
Amortization of deferred commissions16,996 13,763 10,402 
Non-cash lease expense2,909 — — 
Foreign currency transaction (gains) losses524 382 (931)
Other(416)267 132 
Changes in operating assets and liabilities
Accounts receivable(3,537)(730)(5,524)
Deferred commissions(17,590)(20,495)(13,450)
Prepaid expenses and other assets(159)(6,217)56 
Accounts payable(495)(491)925 
Accrued compensation and benefits(3,497)7,030 298 
Accrued expenses and other liabilities3,103 (493)(279)
Operating lease liabilities(2,754)— — 
Deferred revenue3,268 10,013 782 
Net cash used in operating activities(41,185)(41,574)(39,178)
Cash flows from investing activities
Purchases of short-term investments(144,613)(112,479)(20,493)
Maturities and sales of short-term investments126,893 21,268 900 
Additions to property and equipment(5,646)(819)(2,819)
  Net cash used in investing activities(23,366)(92,030)(22,412)
Cash flows from financing activities
Payments of debt— (25,000)(57,402)
Proceeds from issuance of debt, net of issuance costs— — 31,402 
Proceeds from issuance of Series G redeemable convertible preferred stock, net of issuance costs— — 104,316 
Proceeds from exercise of stock options5,222 7,495 2,185 
Proceeds from issuance of common stock under ESPP4,484 — — 
Proceeds from initial public offering, net of underwriting discounts and commissions— 214,854 — 
Payment for fractional shares in reverse stock split— (9)— 
Payments of deferred offering costs— (4,930)— 
 Net cash provided by financing activities9,706 192,410 80,501 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(397)(415)162 
Net increase (decrease) in cash, cash equivalents and restricted cash(55,242)58,391 19,073 
Cash, cash equivalents and restricted cash
Beginning of period96,231 37,840 18,767 
End of period$40,989 $96,231 $37,840 
Cash and cash equivalents$40,446 $95,688 $37,297 
Restricted cash included in other assets543543 543 
Total cash, cash equivalents and restricted cash40,989$96,231 $37,840 
Supplemental disclosures of cash activities
Cash paid for income taxes$781 $797 $866 
Cash paid for interest$101 $616 $5,951 
Non-cash investing and financing activities:
Stock-based compensation capitalized as internal-use software costs$663 $— $— 
Net change in unrealized gains or losses on available-for-sale debt securities$(612)$(196)$— 
Change in purchases of property and equipment included in accounts payable and other accrued liabilities$15 $(212)$309 
Change in deferred offering costs included in accounts payable and other accrued liabilities$— $(1,084)$1,084 
Conversion of redeemable convertible preferred stock to common stock$— $259,822 $— 
The accompanying notes are an integral part of these consolidated financial statements.
F-6
COUCHBASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Couchbase, Inc. provides an enterprise-class, multi-cloud NoSQL database architected on top of an open source foundation. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in Santa Clara, California. In these notes to the consolidated financial statements, the “Company,” “Couchbase” “we,” “us,” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Initial Public Offering
In July 2021, the Company completed its initial public offering (“IPO”), for the sale and issuance of 9,589,999 shares of its common stock at $24.00 per share, which included 1,250,869 shares issued pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $214.9 million, after deducting underwriters’ discounts and commissions and before consideration of other issuance costs. In connection with the IPO, all 26,710,600 shares of outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of common stock, inclusive of 640,387 shares of additional stock issued related to preferred stock conversion and dividend features.

Reverse Stock Split
On June 30, 2021, the Company effected a 2.5-for-1 reverse stock split of its outstanding common stock, common stock warrants, preferred stock and stock option awards. All issued and outstanding shares of common stock, common stock warrants, preferred stock, stock option awards and per share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The par value of the common stock and preferred stock was not adjusted because of the reverse stock split.
Fiscal Year
The Company’s fiscal year ends on January 31. References to fiscal 2023, 2022 and 2021 refer to the years ended January 31, 2023, 2022 and 2021, respectively.
Segment Information
The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable.
F-7
The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.
Foreign Currency
The reporting currency of the Company is the United States dollar (“U.S. dollar”). The functional currency of each of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in the consolidated statements of operations. The Company had foreign currency transaction gains (losses) of $(0.5) million, $(0.4) million and $0.9 million for the years ended January 31, 2023, 2022 and 2021, respectively.
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Revenue is derived from sales of subscriptions and services.
Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in the Company’s consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when the customer has received access to the software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of the Company’s revenue. Performance obligations related to the database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of the Company’s subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances. The Company typically bills subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly. “Other” revenue was not material for the years ended January 31, 2023, 2022 and 2021.
The Company’s services revenue is derived from professional services for the implementation or configuration of its platform and training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed. Revenue for training is recognized upon delivery.
The Company determines revenue recognition in accordance with ASC 606 through the following five steps:
•Identify the contract with a customer: The Company usually contracts with its customers using an order form that is governed by the Company’s standard electronic software licensing or master service agreement, or by the master sales agreement executed between the Company and the customer. A fully executed order form creates enforceable rights and obligations. The Company uses multiple factors such as historical payments experience, credit status and financial status in determining the customer’s ability to pay. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company uses factors such as timing of the contract, negotiation teams involved and additional subscriptions or services contracted to determine combination.
•Identify performance obligations in the contract: The Company enters into contracts that can include various combinations of products and services that are both (1) capable of being distinct, whereby the
F-8
customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company and (2) distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract.
•Determine transaction price: The transaction price is the consideration the Company expects to receive in exchange for those products or services. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).
•Allocate transaction price to the performance obligations in the contract: Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. The Company also considers if there are any additional material rights inherent in a contract, and if so, the Company allocates a portion of the transaction price to such rights based on SSP of the material right. When appropriate, the Company determines SSP based on the price at which the performance obligation has previously been sold through past transactions. The Company determines SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, the Company first allocates the transaction price to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price to the subscription. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
•Recognize revenue when or as the Company satisfies a performance obligation: The Company recognizes revenue upon transfer of control of promised products or services. Revenue is recognized based on type of performance obligation.
Allocation of Overhead Costs
Overhead costs that are not substantially dedicated for use by a specific functional organization are allocated based on headcount. Such costs include costs associated with office facilities, depreciation and amortization of property and equipment and IT personnel-related costs and other expenses, such as software and subscription services.
Cost of Revenue
Cost of subscription revenue consists primarily of personnel-related costs associated with the Company’s customer support organization, including salaries, benefits, bonuses and stock-based compensation, expenses associated with software and subscription services dedicated for use by the Company’s customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software and allocated overhead. There is no cost of revenue associated with the Company’s license revenue.
Cost of services revenue consists primarily of personnel-related costs associated with the Company’s professional services and training organization, including salaries, benefits, bonuses and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s service organization, travel-related expenses and allocated overhead.
Advertising
Advertising costs are charged to sales and marketing expenses in the consolidated statement of operations in the period incurred. These costs were not material for the years ended January 31, 2023, 2022 and 2021.
F-9
Stock-Based Compensation
The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units, stock options, and the ESPP, to employees, consultants and nonemployee directors based on the estimated fair value of the awards on the grant date. The fair value of stock options and purchase rights under the ESPP are estimated using the Black-Scholes option-pricing model. The fair value of market-based performance restricted stock unit awards is estimated, at the date of grant, using the Monte Carlo Simulation Model. The Black-Scholes and Monte Carlo Simulation valuation models are affected by the fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends.
Stock-based compensation expense for restricted stock units and stock options is recognized over the requisite service period. Forfeitures are accounted for as they occur. For awards with only a service condition, the Company recognizes stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we recognize expense separately for each vesting tranche regardless of whether the market condition is satisfied. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the offering period.
Income Taxes
The Company is subject to income taxes in the United States and certain foreign jurisdictions.
The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.
The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares to the extent they are dilutive. For purposes of this calculation, stock options, redeemable convertible preferred stock, common stock warrants, RSUs and employee stock purchase rights under the ESPP are considered to be potentially dilutive shares but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
F-10
Cash and Cash Equivalents
The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash and cash equivalents.
Restricted Cash
Restricted cash is held in a money market account in connection with a lease agreement for the Company’s facilities. Restricted cash is included in other noncurrent assets on the consolidated balance sheets as the related lease expires more than one year from the balance sheet date.
Short-Term Investments
The Company determines the appropriate classification of its investments at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as current assets on its consolidated balance sheets. These securities are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss). The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is more likely than not that the Company will sell the securities before the recovery of their cost basis. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in other income (expense), net, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).
Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Realized gains and losses for the years ended January 31, 2023, 2022 and 2021 were not material.
Accounts Receivable
Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers and general economic conditions. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Actual write-offs may either be in excess of or less than the estimated allowance.
Unbilled accounts receivable represents revenue recognized on contracts in excess of invoiced amounts. Unbilled accounts receivable as of January 31, 2023 and 2022 were not material.
The following table presents the changes in the allowance for doubtful accounts (in thousands):
Year Ended January 31,
202320222021
Beginning balance$108 $73 $81 
Add: bad debt expense69 41 84 
Less: write-offs, net of recoveries(4)(6)(92)
Ending balance$173 $108 $73 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.
F-11
For its accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheet. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historically bad debts have not been material.
No customer accounted for 10% or more of total revenue for the years ended January 31, 2023, 2022 and 2021. One customer accounted for approximately 12% of gross accounts receivable as of January 31, 2023. No customer accounted for 10% or more of gross accounts receivable as of January 31, 2022.
Fair Value of Financial Instruments
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1:    Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2:    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
Computer equipment3 years
Furniture and fixtures5 years
Leasehold improvementsShorter of lease term or estimated useful life
Capitalized internal-use software3 years
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to expense in the consolidated statements of operations in the period incurred.
Capitalized Internal-Use Software
The Company capitalizes qualifying internal-use software development costs, including personnel-related costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.
Capitalized internal-use software costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized on a straight-line basis over their estimated useful life commencing when assets are initially placed into service for their intended use. Amortization expense of capitalized internal-use software costs was included in cost of subscription revenue in the consolidated statements of operations.
F-12
Leases
Effective February 1, 2022, the consolidated financial statements reflect the adoption of ASC 842, Leases, using the modified retrospective method. Refer to Accounting Pronouncements Recently Adopted below regarding the adoption impact of ASC 842.
Lease right-of-use (“ROU”) assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that commenced prior to the adoption of ASC 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred during the years ended January 31, 2023, 2022 and 2021.
Deferred Commissions
The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent entering into the contract with the customer. Commissions earned on the initial acquisition of a contract are amortized based on the expected future revenue stream over a period of benefit of three years. The Company determined the period of benefit by taking into consideration its customer contracts, its technological life and other factors. Commissions paid for renewal contracts are not commensurate with the commissions paid for initial acquisition of a contract and are amortized over the related contractual renewal period. The deferred commission amounts are recoverable through the future revenue streams under the customer contracts. Amortization of deferred commissions is included in sales and marketing expenses in the consolidated statements of operations. Impairment losses related to deferred sales commissions were immaterial for the years ended January 31, 2023, 2022 and 2021. Commissions that will be amortized within the next twelve months are classified as current with the remainder classified as non-current on the consolidated balance sheets.
Deferred Revenue
The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current with the remainder classified as deferred revenue, noncurrent on the consolidated balance sheets.
F-13
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on the consolidated financial statements.
Leases: In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, Leases, which amends the existing accounting standards for leases. The new standard requires lessees to record a ROU asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023.
The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of twelve months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.
Accounting Pronouncements Not Yet Adopted
Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2023 and is evaluating the impact the adoption will have on the consolidated financial statements, however such impact is not expected to be material.
F-14
3. Cash Equivalents and Short-Term Investments
The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):
As of January 31, 2023
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$29,239 $— $— $29,239 
Corporate debt securities1,122 — — 1,122 
Total cash equivalents30,361 — — 30,361 
Short-Term Investments
U.S. government treasury securities71,981 1 (729)71,253 
Commercial paper31,500 — — 31,500 
Corporate debt securities11,952 — (50)11,902 
U.S. government agency securities7,839 3 (1)7,841 
Asset-backed securities5,391 — (31)5,360 
Total short-term investments128,663 4 (811)127,856 
Total$159,024 $4 $(811)$158,217 
As of January 31, 2022
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$86,505 $— $— $86,505 
Total cash equivalents86,505 — — 86,505 
Short-Term Investments
U.S. government treasury securities39,340 — (129)39,211 
Commercial paper40,966 — (1)40,965 
Corporate debt securities30,156 — (66)30,090 
Total short-term investments110,462 — (196)110,266 
Total$196,967 $— $(196)$196,771 
During the years ended January 31, 2023, 2022 and 2021, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income (expense), net in the consolidated statements of operations.
As of January 31, 2023, the Company’s short-term investments consisted of $122.0 million and $5.9 million with a contractual maturity date of less than one year and greater than one year, respectively. As of January 31, 2022, the Company’s short-term investments consisted of $108.3 million and $2.0 million with a contractual maturity date of less than one year and greater than one year, respectively.
The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of January 31, 2023 and 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):
F-15
As of January 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(729)$64,397 $— $— $(729)$64,397 
Corporate debt securities(49)8,909 (1)1,999 (50)10,908 
U.S. government agency securities(1)1,918 — — (1)1,918 
Asset-backed securities(31)5,359 — — (31)5,359 
Total$(810)$80,583 $(1)$1,999 $(811)$82,582 
As of January 31, 2022
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(129)$39,211 $— $— $(129)$39,211 
Commercial paper(1)2,497 — — (1)2,497 
Corporate debt securities(66)30,090 — — (66)30,090 
Total$(196)$71,798 $— $— $(196)$71,798 
As of January 31, 2023 and 2022, the Company had 27 and 25 short-term investments in an unrealized loss position, respectively. During the years ended January 31, 2023, 2022 and 2021, the Company had no other-than-temporary impairments of short-term investments.
4. Fair Value Measurements
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts reflected on the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.
The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):
F-16
As of January 31, 2023
Level 1Level 2Total
Cash Equivalents
Money market funds$29,239 $— $29,239 
Corporate debt securities— 1,122 1,122 
Total cash equivalents29,239 1,122 30,361 
Short-Term Investments
U.S. government treasury securities— 71,253 71,253 
Commercial paper— 31,500 31,500 
Corporate debt securities— 11,902 11,902 
U.S. government agency securities— 7,841 7,841 
Asset-backed securities— 5,360 5,360 
Total short-term investments— 127,856 127,856 
Total$29,239 $128,978 $158,217 
As of January 31, 2022
Level 1Level 2Total
Cash Equivalents
Money market funds$86,505 $— $86,505 
Total cash equivalents86,505 — 86,505 
Short-Term Investments
U.S. government treasury securities— 39,211 39,211 
Commercial paper— 40,965 40,965 
Corporate debt securities— 30,090 30,090 
Total short-term investments— 110,266 110,266 
Total$86,505 $110,266 $196,771 
The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its U.S. government agency securities, asset-backed securities, commercial paper, corporate debt securities, and U.S. government treasury securities within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.
5. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of January 31,
20232022
Prepaid expenses$4,140 $4,518 
Prepaid software2,560 2,297 
Other current assets1,534 1,744 
Total prepaid expenses and other current assets$8,234 $8,559 
F-17
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
As of January 31,
20232022
Computer equipment$3,586 $3,711 
Furniture and fixtures342 412 
Capitalized internal-use software7,884 5,772 
Leasehold improvements1,889 1,582 
Construction in progress—capitalized internal-use software3,395 — 
Total gross property and equipment17,096 11,477 
Accumulated depreciation and amortization(9,666)(7,189)
Total property and equipment, net$7,430 $4,288 
Depreciation and amortization expense was $3.2 million, $2.8 million and $2.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $2.2 million, $1.9 million and $1.1 million for the years ended January 31, 2023, 2022 and 2021, respectively.
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
As of January 31,
20232022
Accrued bonus$5,944 $5,557 
Accrued commissions3,593 4,226 
Accrued payroll and benefits1,995 2,863 
Employee contributions under the ESPP1,109 3,497 
Total accrued compensation and benefits$12,641 $16,143 
Other Accrued Liabilities
Other accrued liabilities consisted of the following (in thousands):
As of January 31,
20232022
Accrued professional fees$1,020 $717 
Sales and value added tax payable737 671 
Income taxes payable743 414 
Accrued restructuring1,567 — 
Other2,009 1,429 
Total other accrued liabilities$6,076 $3,231 
F-18
6. Deferred Revenue and Remaining Performance Obligations
The following table presents the deferred revenue balances (in thousands):
As of January 31,
20232022
Deferred revenue, current$71,716 $69,010 
Deferred revenue, noncurrent3,275 2,713 
Total deferred revenue$74,991 $71,723 
Changes in the deferred revenue balances during the years ended January 31, 2023 and 2022 were as follows (in thousands):
Year Ended January 31,
20232022
Beginning balance$71,723 $61,710 
Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year(66,480)(57,809)
Increases due to invoicing prior to satisfaction of performance obligations69,748 67,822 
Ending balance$74,991 $71,723 
Remaining performance obligations (“RPOs”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.
As of January 31, 2023, the Company’s RPOs were $165.9 million. The Company expects to recognize revenue of $117.2 million of these remaining performance obligations over the next twelve months with the remaining balances recognized thereafter.
7. Debt
Interest expense was $0.1 million, $0.7 million and $7.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. The effective interest rate was 4.1% and 16.0% for the years ended January 31, 2022 and 2021, respectively.
Term Loan
In August 2018, the Company entered into an agreement for a term loan with a certain lender, which was amended in April 2019 and in June 2020 (the “Amended Loan”). The Amended Loan provided maximum borrowings of up to $25.0 million, maturing in June 2024. In January 2021, the Company repaid all outstanding indebtedness owed pursuant to the Amended Loan and terminated the agreement. Pursuant to the termination of the Amended Loan, the related security interests have been removed and the covenants shall be of no further force and effect.
In connection with the April 2019 amendment, the Company issued warrants to purchase 105,350 shares of the Company’s common stock at $7.48 per share, exercisable over 10 years. The fair value of the warrants was recorded to equity and as a debt discount that was amortized to interest over the term of the loan. The total fair value of the common stock warrants was $0.4 million. As of January 31, 2023, all warrants were outstanding and exercisable.
Credit Facility
In November 2017, the Company entered into a line of credit agreement with Silicon Valley Bank, or Credit Facility, providing the Company the ability to borrow up to $10.0 million from a revolving line of credit with an original maturity date in November 2018. Borrowings under the line of credit bear interest at a floating per annum rate equal to one half of one percentage point (0.50%) above the prime rate, which interest shall be payable monthly. The line of credit is
F-19
secured with a pledge on substantially all the assets of the Company, except any intellectual property and is subject to a minimum revenue covenant.
In November 2018, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $15.0 million and extend the maturity date to November 2019.
In April 2019, an amendment was entered into with the Silicon Valley Bank to decrease the line of credit to $10.0 million. In October 2019, an amendment was entered into with Silicon Valley Bank to extend the maturity of the line of credit to November 2020.
In November 2020, the Company entered into an amendment with Silicon Valley Bank to extend the maturity of the line of credit to February 2021. In January 2021, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $40.0 million and extend the maturity date to January 2024. Upon the execution of this amendment, the Company borrowed $25.0 million from the line of credit. The outstanding principal balance is due at maturity with interest payable monthly. The line of credit bears a variable annual interest rate of the prime rate plus 0.5%. The Company is required to pay a fee equal to 0.25% per annum on the unused portion of the line of credit. The Company is also subject to a termination fee ranging from 0.5% to 1.0% of the line of credit if the Company terminates the agreement prior to the maturity date. The amendment also added certain financial covenants, including covenants related to certain financial metrics, that if not met, would limit the amount of additional borrowings under the line of credit.
The amended line of credit agreement requires the company to maintain an adjusted quick ratio (as defined by the agreement) of at least 1.15 to 1.0. The line of credit agreement also contains certain customary affirmative and negative covenants as well as customary events of default, subject to certain exceptions, including restrictions on the Company’s ability to, among other things, incur debt and liens, maintain collateral accounts, undergo fundamental changes including mergers or consolidations, dispose assets including selling, transferring or assigning assets, pay dividends or other distributions or make or permit payments on any subordinated debt. The Company was in compliance with the financial covenants under the line of credit as of January 31, 2023.
The Company repaid the outstanding principal of its revolving line of credit of $25.0 million during the year ended January 31, 2022. As of January 31, 2023, $40.0 million was available for borrowing under the line of credit. On March 14, 2023, Silicon Valley Bridge Bank, N.A. announced that it had assumed the obligations and commitments of former Silicon Valley Bank, including the line of credit.
8. Leases
The Company leases facilities under non-cancelable operating leases, primarily for rent of office space. The leases have various expiration dates through November 2027, some of which include options to extend the leases for up to three years. The Company does not have any finance leases.
Operating lease costs were $2.9 million for the year ended January 31, 2023. Variable lease costs were $0.8 million for the year ended January 31, 2023. Short-term lease costs were $0.3 million for the year ended January 31, 2023.
The following table presents supplemental cash flow information related to leases (in thousands):
Year Ended January 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$3,169 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$2,811 
The following table presents supplemental balance sheet information related to operating leases (in thousands, except for lease term and discount rate):
F-20
As of January 31, 2023
Operating lease right-of-use assets$6,940
Operating lease liabilities$3,117
Operating lease liabilities, noncurrent4,543
Total operating lease liabilities$7,660
Weighted-average remaining lease term2.7 years
Weighted-average discount rate3.8 %
As of January 31, 2023, remaining maturities of operating lease liabilities were as follows (in thousands):
PeriodOperating Leases
Fiscal 2024$3,309
Fiscal 20252,975
Fiscal 20261,172
Fiscal 2027352
Fiscal 2028 and thereafter251
Total lease payments8,059
Less: imputed interest(399)
Total$7,660
Future minimum lease payments under non-cancelable operating leases as of January 31, 2022 under ASC 840 were as follows (in thousands):
Year Ending January 31,Operating Leases
2023$2,845
20242,638
20252,178
2026362
2027 and thereafter—
Total$8,023
F-21
9. Commitments and Contingencies
Other Contractual Commitments
Other contractual commitments relate to third-party cloud infrastructure agreements and subscription arrangements. 
Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2023 are presented in the table below (in thousands):
Minimum
Annual
Commitments
Year Ending January 31,
2024$13,358 
202515,141 
202616,881 
202714,167 
2028 and thereafter15,084 
Total$74,631 
Legal Matters
From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. The Company is not currently a party to any legal proceedings that, if determined adversely to it, would, in management’s opinion, have a material and adverse effect on the Company’s financial condition, results of operations, or cash flows.
Indemnification Agreements
In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which the Company agrees to indemnify customers, vendors, lessors and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. Additionally, the Company entered into indemnification agreements with the Company’s directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements nor are we aware of any such claims that could reasonably be expected to incur material costs.
10. Stockholders’ Equity (Deficit) and Employee Incentive Plans
Redeemable Convertible Preferred Stock
Upon the closing of the Company’s IPO, all 26,710,600 shares of redeemable convertible preferred stock were automatically converted into shares of common stock, which includes an additional 640,387 shares of redeemable convertible preferred stock. The additional shares of redeemable convertible preferred stock consisted of 162,032 shares for the Series E conversion feature and 478,355 shares for the Series G dividends. The carrying value of $259.8 million was reclassified into common stock and additional paid-in-capital. As of January 31, 2023, there were no shares of redeemable convertible preferred stock issued and outstanding.
In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.
F-22
Common Stock
The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 1,000,000,000 shares of common stock at a par value of $0.00001 as of January 31, 2023 and 2022.
Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of January 31, 2023 and 2022, no dividends had been declared.
As of January 31, 2023, the Company has reserved common stock for future issuance as follows:
January 31, 2023January 31, 2022
Stock options outstanding7,819,480 9,167,495 
Shares available for future issuance under the 2021 Plan2,063,716 2,798,981 
Restricted stock units issued and outstanding4,502,982 1,497,558 
Shares available for future issuance under the 2023 Inducement Plan1,300,000 — 
ESPP954,159 830,000 
Common stock warrants105,350 105,350 
Total16,745,687 14,399,384 
Stock Plans
The Company has four equity incentive plans: the 2008 Equity Incentive Plan (the “2008 Plan”), 2018 Equity Incentive Plan (the “2018 Plan”), 2021 Equity Incentive Plan (the “2021 Plan”) and 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), collectively (the “Stock Plans”). In connection with the Company’s IPO in July 2021, the 2008 Plan and the 2018 Plan were terminated and replaced by the 2021 Plan and all shares that remained available for issuance under the 2018 Plan at that time were reserved for issuance under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will be increased by any shares of common stock subject to awards outstanding under the 2008 Plan and the 2018 Plan that expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest.
The Company has issued stock options to employees, directors, consultants and advisors pursuant to the 2018 Plan and restricted stock units (“RSUs”) under the 2021 Plan.
Equity awards permitted under the 2021 Plan may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. Stock option grants may be either Incentive Stock Options (“ISO”) or Non-Qualified Stock Options (“NSO”). ISO may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, consultants, and nonemployee directors. Employee stock options are granted with an exercise price no less than the fair value of the underlying common stock on the grant date. Options granted under the 2021 Plan expire ten years from the date of grant and generally vest over four years at a rate of 25% upon the first anniversary of the issuance date and 1/48 per month thereafter.
As of January 31, 2023, there were 2.1 million shares available for grant under the 2021 Plan. The 2021 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2022, by an amount equal to the least of (i) 4,120,000 shares, (ii) five-percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the 2021 Plan no later than the last day of the immediately preceding Fiscal Year.
Effective January 12, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,300,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The maximum number of shares of our common stock that may be issued under the 2023 Inducement Plan will not exceed 1,300,000 shares, all of which were available for future awards as of January 31, 2023. The 2023
F-23
Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with such rule.
Employee Stock Purchase Plan
In July 2021, the Company established an Employee Stock Purchase Plan (“ESPP”) in which eligible employees may contribute up to 15% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of (1) the fair market value of a share of the Company’s common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s common stock on the purchase date. A participant will be permitted to purchase a maximum of shares during each offering period and no participant may purchase more than 1,000 shares during any offering period.
Except for the initial offering period, the ESPP provides for 24-month offering periods beginning March 21 and September 21 of each year, and each offering period will consist of four six-month purchase periods. The initial offering period began on July 22, 2021 and will end on September 20, 2023. The initial offering period consists of four purchase periods with the first purchase date on March 21, 2022, and the final purchase period ending on September 20, 2023.
The Company recognized stock-based compensation expense related to the ESPP of $2.0 million during the year ended January 31, 2023. As of January 31, 2023, accrued ESPP employee payroll contributions of $1.1 million are included within accrued compensation and benefits in the consolidated balance sheet. ESPP payroll contributions used to purchase shares are reclassified to stockholders’ equity on the purchase date. As of January 31, 2023, $0.7 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized over a weighted-average vesting period of 0.6 years.
During the year ended January 31, 2023, 314,315 shares of common stock were issued under the ESPP.
Stock Options
The following table summarizes stock option activity under the Stock Plans for the year ended January 31, 2023 (aggregate intrinsic value in thousands):
Options Outstanding
Number of
Options		Weighted-
Average
Exercise
Price		Weighted-
Average
Contractual
Term		Aggregate
Intrinsic
Value
Balances as of January 31, 20229,150,821 $9.76 6.53$126,368 
Options exercised(801,079)$6.40 
Options granted— $— 
Options cancelled(530,262)$14.54 
Balances as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and expected to vest as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and exercisable as of January 31, 20236,525,570 $8.27 4.69$48,560 
The weighted-average grant-date fair value of options granted during the years ended January 31, 2022 and 2021 was $9.30 and $3.18, respectively. The total intrinsic value of options exercised during the years ended January 31, 2023, 2022 and 2021 was $9.3 million, $28.2 million and $3.6 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock.
The Company recognized stock-based compensation expense related to stock options of $6.4 million, $7.5 million and $4.7 million, during the years ended January 31, 2023, 2022 and 2021, respectively. As of January 31, 2023, there was $8.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.7 years.
During the year ended January 31, 2018, in connection with services provided for recruitment, the Company granted 40,646 stock options outside of the Stock Plans to a third party. During the year ended January 31, 2023, the recipient exercised 16,674 stock options and as of January 31, 2023, the recipient had exercised all 40,646 options.
F-24
Service-Based RSUs
During the year ended January 31, 2022, the Company began granting RSUs to its employees, which have service-based vesting conditions. The service-based vesting condition for these awards is generally satisfied by rendering continuous service for four years, during which time the grants will vest quarterly.
The following table is a summary of RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 2022283,558 $43.76 
RSUs granted4,340,172 17.80
RSUs vested(452,477)23.07
RSUs forfeited(728,271)21.84
Balances as of January 31, 20233,442,982 $18.39 
The aggregate grant date fair value of the RSU awards granted was $77.2 million and $13.5 million during the years ended January 31, 2023 and 2022, respectively, which represents the fair value of the common stock on the date the service-based vesting awards were granted.
We recognized $15.3 million and $1.1 million in stock-based compensation expense related to service vesting-based RSUs during the years ended January 31, 2023 and 2022, respectively. As of January 31, 2023, there was $56.9 million of unrecognized compensation expense related to service-based RSUs expected to be recognized over a weighted-average vesting period of 3.2 years.
Market-Based RSUs
During the years ended January 31, 2023 and 2022, the Board of Directors granted restricted stock unit awards with market-based vesting conditions (“Market-based RSUs”) to certain executive officers and members of senior management pursuant to the 2021 Plan. The Market-based RSUs are comprised of four tranches that vest depending on a consecutive 60-trading day stock price target of the Company’s common stock. The grant fair value of each tranche was calculated using a Monte Carlo simulation model with the following assumptions:
Year Ended January 31,
20232022
Market-based awards:
Expected term (in years)4.75.0
Expected volatility63.0 %50.0 %
Risk-free interest rate2.9 %1.7 %
Dividend yield— — 
The following is a summary of market-based RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 20221,214,000 $6.48 
RSUs granted14,000 $5.30 
RSUs vested— $— 
RSUs forfeited(168,000)$6.48 
Balances as of January 31, 20231,060,000 $6.47 
The grant date fair value of market-based RSUs was estimated at $0.1 million and $7.9 million during the years ended January 31, 2023 and 2022, respectively, and is being expensed over the requisite service period of each tranche regardless of whether the market condition is satisfied.
F-25
Stock-based compensation expense related to market-based RSUs was $2.0 million during the year ended January 31, 2023. During the year ended January 31, 2022, stock-based compensation expense related to market-based RSUs was immaterial. As of January 31, 2023, there was $4.9 million of unrecognized compensation expense related to market-based RSUs expected to be recognized over an average vesting period of 2.7 years.
Determination of Fair Value
The Company estimates the fair value of stock options and purchase rights issued to employees under the ESPP using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield.
Expected term—The expected term represents the weighted-average period the stock options are expected to remain outstanding and is calculated using the simplified method, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option.
Expected volatility—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company does not have sufficient trading history for the Company’s common stock.
Risk-free interest rate—The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s awards.
Dividend yield—The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
Fair value of underlying common stock— Prior to the Company’s IPO, the fair value was determined by the Board of Directors with input from management and contemporaneous independent third-party valuations. Subsequent to the IPO, the fair value of the Company’s common stock is based on the daily average selling price on the Nasdaq Global Select Market.
The fair value of employee stock options was estimated using the following weighted-average assumptions:
Year Ended January 31,
202320222021
Stock Option Plans:
Expected term (in years)*6.16.1
Expected volatility*42.0 %40.0 %
Risk-free interest rate*1.0 %0.4 %
Dividend yield*— — 
*No stock options were granted during the year ended January 31, 2023.
The fair value of employee stock purchase rights for the offering period under the ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Year Ended January 31,
20232022
Employee Stock Purchase Plan:
Expected term (in years)0.91.0
Expected volatility63.0 %50.0 %
Risk-free interest rate0.6 %0.1 %
Dividend yield— — 
F-26
Stock-Based Compensation
Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):
Year Ended January 31,
202320222021
Cost of revenue—subscription$535 $196 $69 
Cost of revenue—services433 196 54 
Research and development7,937 3,343 1,316 
Sales and marketing9,426 3,968 1,536 
General and administrative7,390 3,047 1,696 
Restructuring65 — — 
Total stock-based compensation expense$25,786 $10,750 $4,671 
11. Income Taxes
The components of income (loss) before income taxes were as follows (in thousands):
Year Ended January 31,
202320222021
United States$(75,449)$(61,180)$(42,232)
International7,993 3,966 3,293 
Total$(67,456)$(57,214)$(38,939)
The provision for income taxes consists of the following (in thousands):
Year Ended January 31,
202320222021
Current
Federal$— $— $— 
State65 58 53 
Foreign1,459 957 991 
1,524 1,015 1,044 
Deferred
Federal— — — 
State— — — 
Foreign(486)— — 
(486)— — 
Total provision for income taxes$1,038 $1,015 $1,044 
F-27
The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:
As of January 31,
202320222021
Provision for income taxes computed at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefits4.8 5.0 13.7 
Foreign rate differential1.6 0.2 (0.3)
Stock-based compensation(2.6)2.0 0.1 
Tax credits2.2 2.2 (0.1)
U.S. tax on foreign earnings(1.4)(0.2)1.1 
Change in valuation allowance(24.2)(31.2)(37.8)
Other(2.9)(0.8)(0.4)
Total(1.5)%(1.8)%(2.7)%
Significant components of the Company’s deferred tax assets are as follows (in thousands):
As of January 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$82,366 $80,434 
Tax credit carryforwards15,927 13,311 
Accruals and reserves4,076 2,541 
Interest carryforwards2,344 2,873 
Deferred revenue36 776 
Stock-based compensation3,302 2,680 
Capitalized research & development costs16,352 3,882 
Other32 6 
Gross deferred tax assets$124,435 $106,503 
Less: Valuation allowance(117,310)(100,983)
Total deferred tax assets$7,125 $5,520 
Deferred tax liabilities:
Deferred commissions$(4,993)$(4,858)
Other(1,646)(662)
Total deferred tax liabilities$(6,639)$(5,520)
Net deferred tax assets (liabilities)$486 $— 
A valuation allowance is provided when it is not more likely than not that some portion of the deferred tax assets will be realized. Management believes that, based on a number of factors, it is more likely than not that the U.S. federal and state net deferred tax assets will not be fully realized, thus a full valuation allowance has been recorded as of January 31, 2023, 2022 and 2021. A valuation allowance of $117.3 million, $101.0 million, and $83.1 million has been established by the Company as of January 31, 2023, 2022 and 2021, respectively. The change in the valuation allowance during the years ended January 31, 2023, 2022 and 2021 was an increase of $16.3 million, $17.9 million and $14.7 million, respectively, primarily due to additional losses.
As of January 31, 2023, the Company had net operating loss carryforwards of $324.4 million for U.S. federal and $178.5 million for U.S. state income tax purposes available to offset future taxable income. Of the Company’s U.S. federal NOLs, no amount may be carried forward indefinitely with no limitations when utilized, and $155.6 million may be carried forward indefinitely with utilization limited to 80% of taxable income. The remaining $168.8 million will begin to expire in 2028. The Company’s state NOLs carryforwards begin to expire in 2026.. As of January 31, 2023, the Company had federal and state research and development credits of $13.8 million and $12.6 million, respectively. The federal research and development credits will begin expiring in 2029. The state research and development credits are not currently subject to expiration. Utilization of the net operating loss and tax credit carryforwards may be subject to annual limitation due to
F-28
the ownership change limitations provided by the Code and similar state provisions. Such an annual limitation could result in the expiration of net operating loss and tax credit carryforwards before utilization.
Foreign withholding taxes have not been provided for the cumulative undistributed earnings of the Company’s foreign subsidiaries as of January 31, 2023 due to the Company’s intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not reasonably practicable.
The following table shows the changes in the gross unrecognized tax benefits (in thousands):
Year Ended January 31,
202320222021
Beginning balance$8,835 $7,162 $3,601 
Increase related to current year tax positions1,744 1,673 1,401 
Increase related to prior year tax positions— — 2,160 
Ending balance$10,579 $8,835 $7,162 
As of January 31, 2023, 2022 and 2021, no amount of unrecognized tax benefits, if recognized, would impact the Company’s effective tax rate.
There were no interest and penalties associated with unrecognized income tax benefits for the years ended January 31, 2023, 2022 and 2021.
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.
The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in various international jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by U.S. federal and state taxing authorities. Tax years 2015 and forward generally remain open for examination for foreign tax purposes.
12. Restructuring
During the fourth quarter of the fiscal year ended January 31, 2023, the Company initiated a restructuring plan to improve operational efficiency. This resulted in severance costs and related costs and stock-based compensation related to modifications of vested awards granted to certain employees impacted by the restructuring plan.
Restructuring expense was as follows (in thousands):
Year Ended January 31, 2023
Employee severance and related costs1,598 
Stock-based compensation65 
Total restructuring charges1,663 
Restructuring Liabilities
Restructuring liabilities are reported within accrued expenses in the Consolidated Balance Sheets. The balance as of January 31, 2023 of $1.6 million is comprised of employee severance and related costs. An immaterial amount was paid during the year ended January 31, 2023.
F-29
13. Geographic Information
The following table depicts the disaggregation of revenue by geographic area based on the billing address of the customer (in thousands):
Year Ended January 31,
202320222021
United States$95,762 $77,074$66,737
International59,062 46,46836,548
Total$154,824$123,542$103,285
No individual foreign country contributed 10% or more of total revenue for the years ended January 31, 2023, 2022 and 2021.
As of January 31, 2023 and 2022, the majority of the Company’s long-lived assets, including operating lease ROU assets were located in the United States.
14. Net Loss per Share
Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.
The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):
Year Ended January 31,
202320222021
Numerator
Net loss$(68,494)$(58,229)$(39,983)
Cumulative dividends on Series G redeemable convertible preferred stock— (2,917)(4,076)
Net loss attributable to common stockholders$(68,494)$(61,146)$(44,059)
Denominator
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted44,787 25,777 5,717 
Net loss per share attributable to common stockholders, basic and diluted$(1.53)$(2.37)$(7.71)
The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):
Year Ended January 31,
202320222021
Stock options7,819 9,167 8,912 
RSUs4,499 1,498 — 
Employee stock purchase rights under the ESPP130 231 — 
Common stock warrants105 105 105 
Redeemable convertible preferred stock (on an if-converted basis)— — 26,513 
Total12,55311,00135,530
F-30
15. Subsequent Events
Silicon Valley Bank
On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Thereafter, the FDIC transferred all deposits of SVB to a newly created bridge bank, named Silicon Valley Bridge Bank, N.A. (“SVBB”), providing all depositors access to their money beginning on March 13, 2023. On March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement for all deposits and loans of SVBB by First-Citizens Bank & Trust Company, Raleigh, North Carolina. The Company maintains certain operating accounts and has an undrawn revolving credit facility with the former SVB. The remainder of the Company’s cash, cash equivalents and short-term investments are held at other financial institutions or third-party custodians. The Company believes that its potential exposure to any loss related to its accounts with the former SVB would not be material.
Modification of Market-Based Awards
On March 20, 2023, the Board of Directors approved a modification of the Company’s 1,060,000 outstanding Market-based RSUs granted to certain executive officers and members of senior management.
The 840,000 awards granted to certain executive officers were modified from market-based vesting conditions to performance-based vesting conditions and will vest based on the Company achieving certain financial metrics over revised service periods. As of the modification date, total incremental stock-based compensation is approximately $6.0 million to be recognized over the revised service periods.
The 220,000 awards granted to certain members of senior management were modified to revise the 60-trading day stock price target of the Company’s common stock and the requisite service periods. As of the modification date, total incremental stock-based compensation is approximately $1.4 million to be recognized over the revised service periods.
F-31
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of January 31, 2023 based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of January 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal quarter ended January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
96
Not applicable.
97
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive proxy statement to be filed with the SEC no later than 120 days after January 31, 2023 in connection with our 2023 annual meeting of stockholders, or the 2023 Proxy Statement.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the 2023 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the 2023 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the 2023 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the 2023 Proxy Statement.
98
Part IV
Item 15. Exhibits and Financial Statement Schedules

Documents filed as part of this Annual Report on Form 10-K are as follows:
(1) Consolidated Financial Statements: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number		DescriptionFormFile No.ExhibitFiling DateFiled Herewith
3.110-Q333-2572053.1September 10, 2021
3.210-Q333-2572053.2September 10, 2021
4.1S-1333-2572054.1June 21, 2021
4.2S-1333-2572054.2June 21, 2021
4.310-K001-40601 4.3March 31, 2022
10.1*
S-1333-25720510.1June 21, 2021
10.2*
S-1/A333-25720510.2July 12, 2021
10.3*
S-1/A333-25720510.3July 12, 2021
10.4*
S-1333-25720510.4June 21, 2021
10.5*
S-1333-25720510.5June 21, 2021
10.6*
S-1333-25720510.6June 21, 2021
10.7*
10-Q001-4060110.1December 10, 2021
10.8*
S-1333-25720510.8June 21, 2021
10.9*
S-1333-25720510.9June 21, 2021
10.10*
S-1333-25720510.10June 21, 2021
99
10.11*
S-1333-25720510.11June 21, 2021
10.12S-1333-25720510.12June 21, 2021
10.13S-1333-25720510.13June 21, 2021
10.14*8-K001-4060110.1January 28, 2022
10.1510-Q001-4060110.1September 9, 2022
10.16*10-Q001-4060110.2September 9, 2022
10.17*8-K001-40601October 14, 2022
10.18*8-K001-4060110.1January 13, 2023
21.1X
23.1X
24.1X
31.1X
31.2X
32.1†
X
101.INS
Inline XBRL Instance Document
X
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)
X
______________
*    Indicates management contract or compensatory plan.
†    The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Couchbase, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
100
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
COUCHBASE, INC.
Date: March 29, 2023By:/s/ Matthew M. Cain
Matthew M. Cain
Chair, President and Chief Executive Officer

101


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew M. Cain and Margaret Chow, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Matthew M. Cain
Chair, President and Chief Executive Officer
(Principal Executive Officer)
March 29, 2023
Matthew M. Cain
/s/ Greg Henry
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
March 29, 2023
Greg Henry
/s/ Edward T. Anderson
DirectorMarch 29, 2023
Edward T. Anderson
/s/ Alvina Antar
Director
March 29, 2023
Alvina Antar
/s/ Carol W. Carpenter
Director
March 29, 2023
Carol W. Carpenter
/s/ Lynn M. Christensen
Director
March 29, 2023
Lynn M. Christensen
/s/ Kevin J. Efrusy
DirectorMarch 29, 2023
Kevin J. Efrusy
/s/ Jeff Epstein
DirectorMarch 29, 2023
Jeff Epstein
/s/ Aleksander J. Migon
DirectorMarch 29, 2023
Aleksander J. Migon
/s/ David C. Scott
DirectorMarch 29, 2023
David C. Scott
/s/ Richard A. Simonson
Director
March 29, 2023
Richard A. Simonson

102
 EX-21.1 2 exhibit211-subsidiaries.htm EX-21.1 Document

Exhibit 21.1
Subsidiaries of Couchbase, Inc.
*As of January 31, 2023, Couchbase, Inc. has no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

 EX-23.1 3 exhibit231-fy23pwcconsent.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-269227, 333-264033, 333-259474, and 333-258101) of Couchbase, Inc. of our report dated March 29, 2023 relating to the financial statements, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP

San Jose, California
March 29, 2023



 EX-31.1 4 exhibit311-fy23ceo302certi.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew M. Cain, certify that:
1.I have reviewed this Annual Report on Form 10-K of Couchbase, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 29, 2023By:/s/ MATTHEW M. CAIN
Name:Matthew M. Cain
Title:Chair, President and Chief Executive Officer
(Principal Executive Officer)


 EX-31.2 5 exhibit312-fy23cfo302certi.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Henry, certify that:
1.I have reviewed this Annual Report on Form 10-K of Couchbase, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 29, 2023By:/s/ GREG HENRY
Name:Greg Henry
Title:Senior Vice-President and Chief Financial Officer
(Principal Financial Officer)


 EX-32.1 6 exhibit321-fy23906certific.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew M. Cain, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of Couchbase, Inc. for the fiscal year ended January 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Couchbase, Inc.

Date: March 29, 2023By:/s/ MATTHEW M. CAIN
Name:Matthew M. Cain
Title:Chair, President and Chief Executive Officer
(Principal Executive Officer)


I, Greg Henry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of Couchbase, Inc. for the fiscal year ended January 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Couchbase, Inc.


Date: March 29, 2023By:/s/ GREG HENRY
Name:Greg Henry
Title:Senior Vice President and Chief Financial Officer
(Principal Financial Officer)


 EX-101.SCH 7 base-20230131.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 0000002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) link:presentationLink link:calculationLink link:definitionLink 0000008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 0000009 - Disclosure - Organization, Consolidation and Presentation of Financial Statements link:presentationLink link:calculationLink link:definitionLink 0000010 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 0000011 - Disclosure - Cash Equivalents and Short-Term Investments link:presentationLink link:calculationLink link:definitionLink 0000012 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 0000013 - Disclosure - Balance Sheet Components link:presentationLink link:calculationLink link:definitionLink 0000014 - Disclosure - Deferred Revenue and Remaining Performance Obligations link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - Stockholders’ Equity (Deficit) and Employee Incentive Plans link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - Restructuring link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - Geographic Information link:presentationLink link:calculationLink link:definitionLink 0000022 - Disclosure - Net Loss per Share link:presentationLink link:calculationLink link:definitionLink 0000023 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 0000024 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 0000025 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000026 - Disclosure - Cash Equivalents and Short-Term Investments (Tables) link:presentationLink link:calculationLink link:definitionLink 0000027 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 0000028 - Disclosure - Balance Sheet Components (Tables) link:presentationLink link:calculationLink link:definitionLink 0000029 - Disclosure - Deferred Revenue and Remaining Performance Obligations (Tables) link:presentationLink link:calculationLink link:definitionLink 0000030 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 0000031 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000032 - Disclosure - Stockholders’ Equity (Deficit) and Employee Incentive Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 0000033 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 0000034 - Disclosure - Restructuring (Tables) link:presentationLink link:calculationLink link:definitionLink 0000035 - Disclosure - Geographic Information (Tables) link:presentationLink link:calculationLink link:definitionLink 0000036 - Disclosure - Net Loss per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 0000037 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000038 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 0000039 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 0000040 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details) link:presentationLink link:calculationLink link:definitionLink 0000041 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 0000042 - Disclosure - Cash Equivalents and Short Term Investments - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000043 - Disclosure - Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details) link:presentationLink link:calculationLink link:definitionLink 0000044 - Disclosure - Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000045 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 0000046 - Disclosure - Balance Sheet Components - Additional Information of Property and Equipment Net (Details) link:presentationLink link:calculationLink link:definitionLink 0000047 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 0000048 - Disclosure - Balance Sheet Components - Schedule of Other Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000049 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details) link:presentationLink link:calculationLink link:definitionLink 0000050 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details) link:presentationLink link:calculationLink link:definitionLink 0000051 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000051 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000052 - Disclosure - Debt - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000053 - Disclosure - Leases - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000054 - Disclosure - Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000055 - Disclosure - Leases - Schedule of Supplemental Balance Sheet Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Leases - Schedule of Operating Lease Maturities (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Leases - Schedule of Operating Lease Maturities (Details) link:presentationLink link:calculationLink link:definitionLink 0000057 - Disclosure - Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000058 - Disclosure - Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details) link:presentationLink link:calculationLink link:definitionLink 0000059 - Disclosure - Stockholders’ Equity (Deficit) and Employee Incentive Plans - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000060 - Disclosure - Stockholders’ Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details) link:presentationLink link:calculationLink link:definitionLink 0000061 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details) link:presentationLink link:calculationLink link:definitionLink 0000062 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000063 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 0000064 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 0000065 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details) link:presentationLink link:calculationLink link:definitionLink 0000066 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000067 - Disclosure - Income Taxes - Components of Income Before Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 0000068 - Disclosure - Income Taxes - Components of Income Tax Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000069 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 0000070 - Disclosure - Income Taxes - Components of Deferred Tax Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000071 - Disclosure - Income Taxes - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000072 - Disclosure - Income Taxes - Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 0000073 - Disclosure - Restructuring - Schedule of Restructuring Expense (Details) link:presentationLink link:calculationLink link:definitionLink 0000074 - Disclosure - Restructuring - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000075 - Disclosure - Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details) link:presentationLink link:calculationLink link:definitionLink 0000076 - Disclosure - Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) link:presentationLink link:calculationLink link:definitionLink 0000077 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 0000078 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 base-20230131_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 9 base-20230131_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 10 base-20230131_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Reclassify from accumulated other comprehensive income (loss) Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Increase (Decrease) in Stockholders' Equity Increase (Decrease) in Stockholders' Equity [Roll Forward] State Current Foreign Tax Expense (Benefit) Total lease payments Lessee, Operating Lease, Liability, to be Paid Foreign Currency Foreign Currency Transactions and Translations Policy [Policy Text Block] Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table Text Block] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Deferred Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Preferred stock, shares outstanding (in shares) Preferred Stock, Shares Outstanding Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Debt Instrument [Axis] Debt Instrument [Axis] Total gross property and equipment Property, Plant and Equipment, Gross Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Income Tax Disclosure [Abstract] Common stock warrants Common Stock Warrants [Member] Common Stock Warrants 2024 Operating Leases, Future Minimum Payments Receivable, in Two Years Summary of Cash Equivalents and Short-term Investments Cash, Cash Equivalents and Investments [Table Text Block] Employee contributions under the ESPP Accrued Employee Benefits, Current Conversion of redeemable convertible preferred stock to common stock upon initial public offering Temporary Equity, Value, Conversion of Convertible Securities Temporary Equity, Value, Conversion of Convertible Securities Prepaid Expense and Other Current Assets Prepaid Expense and Other Assets, Current [Abstract] Fair Value of Financial Instruments Fair Value of Financial Instruments, Policy [Policy Text Block] Additional paid-in capital Additional Paid in Capital Financial Instruments [Domain] Financial Instruments [Domain] Variable rate (as a percent) Debt Instrument, Basis Spread on Variable Rate Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] Statistical Measurement [Domain] Statistical Measurement [Domain] Schedule of Future Net Minimum Lease Payments Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Third Party Third Party [Member] Third party. Issuance of common stock upon exercise of stock options (in shares) Issuance of common stock upon exercise of stock, Shares Options exercised (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period Net deferred tax assets (liabilities) Deferred Tax Assets, Net Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Weighted-average discount rate (percent) Operating Lease, Weighted Average Discount Rate, Percent Stock-Based Compensation Compensation Related Costs, Policy [Policy Text Block] Conversion of redeemable convertible preferred stock to common stock upon initial public offering Stock Issued During Period, Value, Conversion of Convertible Securities Federal Domestic Tax Authority [Member] Payments of debt Repayments of Debt Other Other Noncash Income (Expense) Effect of exchange rate changes on cash, cash equivalents and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Subscription Cost of revenue - subscription Subscription and Circulation [Member] Foreign Current State and Local Tax Expense (Benefit) Beginning balance (in shares) Ending balance (in shares) Temporary Equity, Shares Outstanding Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Net loss Net loss Net Income (Loss) Attributable to Parent Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Deferred rent credit Deferred Rent Credit Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Subsequent Event Type [Axis] Subsequent Event Type [Axis] Operating Leases Lessee, Operating Lease, Liability, to be Paid [Abstract] Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Equity Component Equity Component [Domain] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Change in deferred valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Total Assets, Fair Value Disclosure Increase related to current year tax positions Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Share-based compensation vesting rights (as a percent) Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage Lessee, Operating Leases Lessee, Operating Leases [Text Block] Effective Income Tax Rate Reconciliation, Percent [Abstract] Effective Income Tax Rate Reconciliation, Percent [Abstract] Lessee, Lease, Description Lessee, Lease, Description [Line Items] Fair Value Measurements Fair Value Measurement, Policy [Policy Text Block] Plan Name Plan Name [Axis] Estimated Fair Value Total short-term investments Debt Securities, Available-for-Sale Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] Supplemental disclosures of cash activities Supplemental Cash Flow Information [Abstract] Executive Officers Executive Officer [Member] Options cancelled (in dollars per share) Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price 2027 and thereafter Operating Leases, Future Minimum Payments Receivable, In Five Years And Thereafter Operating Leases, Future Minimum Payments Receivable, In Five Years And Thereafter 2028 and thereafter Purchase Obligation, to be Paid, Year Five And Thereafter Purchase Obligation, to be Paid, Year Five And Thereafter Unrecognized stock-based compensation expense related to service vesting-based RSUs Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount Plan Name [Domain] Plan Name [Domain] Operating loss carryforward, state and local Deferred Tax Assets, Operating Loss Carryforwards, State and Local Statement of Cash Flows [Abstract] Entity Address, State or Province Entity Address, State or Province Level 1 Fair Value, Inputs, Level 1 [Member] Options outstanding, weighted average remaining contractual term (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Award Type [Axis] Award Type Award Type [Axis] Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities Deferred commissions Increase (Decrease) in Deferred Compensation Operating lease liabilities Operating lease liabilities Operating Lease, Liability, Current Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table] Deferred sales commission, impairment loss Deferred Sales Commission, Impairment Loss Deferred Sales Commission, Impairment Loss Schedule of Supplemental Balance Sheet Information Assets And Liabilities, Lessee [Table Text Block] Assets And Liabilities, Lessee Basis Of Presentation And Summary Of Significant Accounting Policies Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Employee maximum contribution (as a percent) Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent Options cancelled (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period Document Annual Report Document Annual Report Add: bad debt expense Accounts Receivable, Allowance for Credit Loss, Recovery Subscription Type Axis [Axis] Subscription Type Axis [Axis] Subscription Type Axis Schedule of Cash and Cash Equivalents [Table] Schedule of Cash and Cash Equivalents [Table] Total liabilities Liabilities Weighted-average remaining lease term (term) Operating Lease, Weighted Average Remaining Lease Term Geographical [Axis] Geographical [Axis] Share-based Compensation Arrangement by Share-based Payment Award Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Cash flows from investing activities Net Cash Provided by (Used in) Investing Activities [Abstract] Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs Stock Issued During Period, Value, New Issues Accrued expenses and other liabilities Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities Expected future revenue stream of benefit, period Deferred Sales Commission, Expected Future Revenue Stream Of Benefit, Period Deferred Sales Commission, Expected Future Revenue Stream Of Benefit, Period Increase (Decrease) in Temporary Equity Increase (Decrease) in Temporary Equity [Roll Forward] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Credit Facility Revolving Credit Facility [Member] Schedule of Property and Equipment Property, Plant and Equipment [Table Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Current Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Document Type Document Type Options Outstanding, Weighted Average Exercise Price Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Property, plant and equipment, useful life Property, Plant and Equipment, Useful Life RSUs Outstanding, Number of RSUs Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Restructuring Type [Axis] Restructuring Type [Axis] Beginning balance (in dollars per share) Ending balance (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Debt Debt Disclosure [Text Block] Cost of revenue: Cost of Revenue [Abstract] Series G Series G Convertible Preferred Stock [Member] Series G convertible preferred stock. Product and Service Product and Service [Domain] Cash flows from operating activities Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Entity Shell Company Entity Shell Company Deferred income tax benefit Deferred Income Tax Expense (Benefit) Deferred revenue Increase (Decrease) in Deferred Revenue Schedule of Accrued Compensation and Benefits Schedule of Accrued Compensation and Benefits [Table Text Block] Schedule of Accrued Compensation and Benefits Fiscal 2024 Lessee, Operating Lease, Liability, to be Paid, Year One Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract] Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract] Financial Instrument [Axis] Financial Instrument [Axis] Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions [Table Text Block] Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions [Table Text Block] Subsequent Event Subsequent Event [Member] Revenue Benchmark Revenue Benchmark [Member] Schedule of Deferred Revenue Balances and Changes in Deferred Revenues Balances Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Document Period End Date Document Period End Date First Anniversary Share-Based Payment Arrangement, Tranche One [Member] Accrued payroll and benefits Accrued Salaries, Current Customer A Customer A [Member] Customer A [Member] Total assets Assets Series E Series E Convertible Preferred Stock [Member] Series E convertible preferred stock. Less: write-offs, net of recoveries Accounts Receivable, Allowance for Credit Loss, Writeoff Debt Disclosure [Abstract] Prepaid software Prepaid Software Current Prepaid Software Current Earnings Per Share [Abstract] Accounts Receivable Accounts Receivable [Policy Text Block] Amortization of deferred commissions Amortization of Deferred Sales Commissions Income Statement Location [Axis] Income Statement Location [Axis] Sales and value added tax payable Sales and Excise Tax Payable, Current Antidilutive Securities [Axis] Antidilutive Securities [Axis] Other accrued expenses Accrued Liabilities, Current Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Options exercised (in dollars per share) Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Interest expense Interest expense, debt Interest Expense, Debt Accrued compensation and benefits Total accrued compensation and benefits Employee-related Liabilities, Current Variable lease cost Variable Lease, Cost Asset-backed securities Asset-Backed Securities [Member] Beginning balance Ending balance Temporary Equity, Carrying Amount, Attributable to Parent Loss before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Stockholders’ equity (deficit) Stockholders' Equity Attributable to Parent [Abstract] Prepaid expenses and other current assets Total prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Foreign rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Net Loss per Share Earnings Per Share [Text Block] Other Deferred Tax Liabilities, Other Customer [Axis] Customer [Axis] Schedule of Stock-Based Compensation Expense Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Accrued commissions Accrued Sales Commission, Current Accrued Compensation and Benefits Employee-related Liabilities, Current [Abstract] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Balance Sheet Components Supplemental Balance Sheet Disclosures [Text Block] Operating lease liabilities Increase (Decrease) in Operating Lease Liability Schedule of Income Tax Expense Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Award Type [Domain] Award Type [Domain] Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Warrants issued to purchase common stock (in shares) Class of Warrant or Right, Number of Securities Called by Warrants or Rights Lessor, Leases Lessor, Leases [Policy Text Block] Stock-based compensation expected to be recognized weighted-average period (in years) Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Short-term investments, unrealized Losses Debt Securities, Available-for-Sale, Unrealized Loss Position, Accumulated Loss Debt prepayment costs Gain (Loss) on Extinguishment of Debt Proceeds from issuance of common stock under ESPP Proceeds from Stock Plans Computer equipment Computer Equipment [Member] Estimated Fair Value Cash Cash Equivalents And Short Term Investments Estimated Fair Value Cash Cash Equivalents And Short Term Investments Estimated Fair Value Gross profit Gross Profit Number of customers Number Of Customers Number Of Customers Entity Registrant Name Entity Registrant Name Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs (in shares) Stock Issued During Period, Shares, New Issues Repayment of outstanding principal amount Debt Instrument, Repurchased Face Amount Subsequent Events Subsequent Events [Text Block] Cash Equivalents and Short-Term Investments Cash, Cash Equivalents, and Short-Term Investments [Text Block] Dividend yield Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate Capitalized internal-use software Software Development [Member] Service-Based Restricted Stock Units (RSUs) Service-Based Restricted Stock Units (RSUs) [Member] Service-Based Restricted Stock Units (RSUs) [Member] Entity Address, City or Town Entity Address, City or Town Impairment of short-term investments Impairment Of Short-Term Investments Impairment Of Short-Term Investments Leases [Abstract] Leases [Abstract] Operating expenses: Operating Expenses [Abstract] Net operating loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards Minimum Minimum [Member] Proceeds from issuance of debt, net of issuance costs Proceeds from Debt, Net of Issuance Costs Statement of Financial Position [Abstract] Entity Emerging Growth Company Entity Emerging Growth Company 2021 Plan Two Thousand Twenty One Equity Incentive Plan [Member] Two thousand twenty one equity incentive plan. Common stock, par value (in dollars per share) Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Commitments and Contingencies Disclosure [Abstract] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Total Operating Leases, Future Minimum Payments Receivable Auditor Name Auditor Name Fair Value Measurements Fair Value Disclosures [Text Block] Trading Symbol Trading Symbol Entity File Number Entity File Number Deferred revenue, noncurrent Contract with Customer, Liability, Noncurrent Research and development Research and Development Expense Purchases of short-term investments Payments to Acquire Short-Term Investments Increase related to prior year tax positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Options vested and exercisable, weighted-average contractual term (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term State Deferred Foreign Income Tax Expense (Benefit) Title of Individual [Axis] Title of Individual [Axis] Research Research Tax Credit Carryforward [Member] Market based RSUs granted (in shares) RSUs granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period Restricted stock units issued and outstanding RSUs Restricted Stock Units (RSUs) [Member] Total Effective Income Tax Rate Reconciliation, Percent Borrowed line of credit Proceeds from Lines of Credit Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Options vested and expected to vest as of January 31, 2022 (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Initial offering period duration Initial Offering Period Duration Initial offering period duration. Basis Of Presentation And Summary Of Significant Accounting Policies [Table] Basis Of Presentation And Summary Of Significant Accounting Policies [Table] Basis Of Presentation And Summary Of Significant Accounting Policies Use of Estimates Use of Estimates, Policy [Policy Text Block] Cash equivalents, estimated fair value Total cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Other comprehensive income: Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] Accounts payable Increase (Decrease) in Accounts Payable Prime Rate Prime Rate [Member] Concentration risk, percentage Concentration Risk, Percentage Subsequent Events [Abstract] Change in deferred offering costs included in accounts payable and other accrued liabilities Change In Deferred Offering Costs Included In Accounts Payable And Other Accrued Liabilities Change In Deferred Offering Costs Included In Accounts Payable And Other Accrued Liabilities Settlement of fractional shares paid in cash Settlement of Fractional Shares, Value Settlement of Fractional Shares, Value Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table] Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table] Income Taxes Income Tax Disclosure [Text Block] Foreign Deferred State and Local Income Tax Expense (Benefit) Credit Facility [Domain] Credit Facility [Domain] Short-term investments, 12 months or greater, fair value Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer Exercise price of warrants or rights (in dollars per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Net loss per share attributable to common stockholders, basic (in shares) Earnings Per Share, Basic Award requisite service period (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period Fiscal 2026 Lessee, Operating Lease, Liability, to be Paid, Year Three Current borrowing capacity Line of Credit Facility, Maximum Amount Outstanding During Period Cash paid for amounts included in the measurement of lease liabilities: Cash paid for amounts included in the measurement of lease liabilities: [Abstract] Cash paid for amounts included in the measurement of lease liabilities: Concentration Risk Type [Domain] Concentration Risk Type [Domain] Counterparty Name [Domain] Counterparty Name [Domain] Sales and marketing Selling and Marketing Expense Total stockholders’ equity Beginning balance Ending balance Stockholders' Equity Attributable to Parent Prepaid expenses Prepaid Expense, Current Beginning of period End of period Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Tax credit carryforward Tax Credit Carryforward, Amount RSUs forfeited (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Vesting [Domain] Vesting [Domain] Tax credit carryforwards Deferred Tax Assets, Tax Credit Carryforwards Other Deferred Tax Assets, Other Entity Interactive Data Current Entity Interactive Data Current Number of common stock for sale and issuance (in shares) Sale of Stock, Number of Shares Issued in Transaction Employee contributions under the ESPP Liability, Pension and Other Postretirement and Postemployment Benefits, Current Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Schedule of Prepaid Expenses and Other Current Assets Schedule of Prepaid Expenses and Other Current Assets [Table Text Block] Schedule of Prepaid Expenses and Other Current Assets Changes in operating assets and liabilities Increase (Decrease) in Operating Capital [Abstract] Numerator Net Income (Loss) Attributable to Parent [Abstract] Money market funds Money Market Funds [Member] Accumulated Deficit Retained Earnings [Member] Segment Reporting Information Segment Reporting Information [Line Items] Unrecognized stock-based compensation expense related to unvested stock options Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount Cash and Cash Equivalents Cash and Cash Equivalents [Line Items] Common Stock Common Stock [Member] Schedule of Supplemental Cash Flow Related to Leases Lease, Cost [Table Text Block] Share-based compensation available for grant (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant Contractual maturity in one year Short-Term Investments, Contractual Maturity In One Year Short-Term Investments, Contractual Maturity In One Year Class of Stock Class of Stock [Axis] Income Taxes Income Tax, Policy [Policy Text Block] Cost of Revenue Revenue [Policy Text Block] Allocation of Overhead Costs Capitalization of Internal Costs, Policy [Policy Text Block] Operating Loss Carryforwards Operating Loss Carryforwards [Line Items] Statement [Table] Statement [Table] RSUs vested (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Amortized Cost Cash Equivalents And Short Term Investments Amortized Cost Cash Equivalents And Short Term Investments Amortized Cost Accounts receivable, net Receivables, Net, Current Denominator Basic And Diluted Earnings Per Share [Abstract] Basic And Diluted Earnings Per Share [Abstract] Furniture and fixtures Furniture and Fixtures [Member] Current assets Assets, Current [Abstract] Operating lease liabilities, noncurrent Operating lease liabilities, noncurrent Operating Lease, Liability, Noncurrent Statistical Measurement [Axis] Statistical Measurement [Axis] Line of credit facility adjusted quick ratio Line Of Credit Facility Adjusted Quick Ratio Line of credit facility adjusted quick ratio. Leasehold improvements Leasehold Improvements [Member] Schedule of Disaggregation of Revenue by Geographic Area Revenue from External Customers by Geographic Areas [Table Text Block] Accumulated deficit Retained Earnings (Accumulated Deficit) Deferred commissions, noncurrent Contract with Customer, Asset, after Allowance for Credit Loss, Noncurrent Cash equivalents, amortized cost Cash Equivalents, at Carrying Value Equity And Compensation Related Costs Share Based Payments [Abstract] Equity And Compensation Related Costs Share Based Payments [Abstract] Equity And Compensation Related Costs Share Based Payments Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Equity Components Equity Components [Axis] Fair Value, Recurring Fair Value, Recurring [Member] Income (Loss) from Continuing Operations Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] Segment Information Segment Reporting, Policy [Policy Text Block] Short-term investments, less than 12 months, fair value Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, Less than 12 Months Document Fiscal Year Focus Document Fiscal Year Focus Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Statement [Line Items] Statement [Line Items] Warrants exercisable period (in years) Warrants and Rights Outstanding, Term Beginning balance (in shares) Ending balance (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Other income (expense), net Nonoperating Income (Expense) Variable Rate [Domain] Variable Rate [Domain] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Current tax expense Current Income Tax Expense (Benefit) Gross Unrealized Losses Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax Operating lease right-of-use assets Operating lease right-of-use assets Operating Lease, Right-of-Use Asset Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Auditor Firm ID Auditor Firm ID Options vested and expected to vest as of January 31, 2022 (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Type of Restructuring [Domain] Type of Restructuring [Domain] Document Transition Report Document Transition Report Local Phone Number Local Phone Number Summary of Stock Option Activity under Stock Plans Share-Based Payment Arrangement, Option, Activity [Table Text Block] Loss from operations Operating Income (Loss) Operating loss carryforward, federal Deferred Tax Assets, Operating Loss Carryforwards, Domestic Recent Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) Temporary Equity, Shares, Conversion of Convertible Securities Temporary Equity, Shares, Conversion of Convertible Securities Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets State State and Local Jurisdiction [Member] Common stock, shares outstanding (in shares) Beginning balance (in shares) Ending balance (in shares) Common Stock, Shares, Outstanding Services Cost of revenue - services Service [Member] Balance Sheet Related Disclosures [Abstract] Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Adjustments to reconcile net loss to net cash used in operating activities Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Contractual maturity greater than one year Short-Term Investments, Contractual Maturity Greater Than One Year Short-Term Investments, Contractual Maturity Greater Than One Year Provision for income taxes Total provision for income taxes Income Tax Expense (Benefit) Geographical [Domain] Geographical [Domain] Less: Valuation allowance Valuation allowance Deferred Tax Assets, Valuation Allowance Market-Based Restricted Stock Units (RSUs) Market-Based Restricted Stock Units (RSUs) [Member] Market-Based Restricted Stock Units (RSUs) [Member] Property and Equipment, Net Property, Plant and Equipment, Policy [Policy Text Block] Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Fiscal 2027 Lessee, Operating Lease, Liability, to be Paid, Year Four Income Statement [Abstract] Options granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross Entity Public Float Entity Public Float Federal Deferred Federal Income Tax Expense (Benefit) Additional Paid-In Capital Additional Paid-in Capital [Member] Document Fiscal Period Focus Document Fiscal Period Focus Aggregate intrinsic value of options exercised Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Expected term (in years) Expected term (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Capitalized Internal-Use Software Internal Use Software, Policy [Policy Text Block] Accounts Receivable, Allowance for Credit Loss Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable Accounts Receivable [Member] Stockholders’ Equity (Deficit) and Employee Incentive Plans Stockholders Equity Note And Compensation Related Costs Share Based Payments Disclosure [Text Block] Stockholders Equity Note And Compensation Related Costs Share Based Payments Disclosure ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag 2023 Plan Inducement Equity Incentive Plan 2023 [Member] Inducement Equity Incentive Plan 2023 Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of January 31, 2023 and 2022; 45,432,029 and 43,847,484 shares issued and outstanding as of January 31, 2023 and 2022, respectively Common Stock, Value, Issued Restructuring Restructuring Charges [Member] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Preferred stock and dividend features converted into common stock (in shares) Sale Of Stock, Shares, Conversion Of Convertible Securities, Dividends Sale Of Stock, Shares, Conversion Of Convertible Securities, Dividends RSUs granted (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Stock-based compensation Stock-Based Compensation [Member] Stock-Based Compensation [Member} Short-term lease cost Short-Term Lease, Cost Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Total cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents International Income (Loss) from Continuing Operations before Income Taxes, Foreign Accrued bonus Accrued Bonuses, Current Loans Payable Loans Payable [Member] Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Current liabilities Liabilities, Current [Abstract] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Proceeds from exercise of stock options Proceeds from Stock Options Exercised Net loss attributable to common stockholders Net Income (Loss) Available to Common Stockholders, Basic Common stock, shares issued (in shares) Common Stock, Shares, Issued Options vested and expected to vest, weighted-average contractual term (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Deferred revenue Contract with Customer, Liability, Current 2024 Purchase Obligation, to be Paid, Year One Change in purchases of property and equipment included in accounts payable and other accrued liabilities Capital Expenditures Incurred but Not yet Paid Foreign currency transaction (gains) losses Foreign Currency Transaction Gain (Loss), before Tax Fair value of common stock Warrants and Rights Outstanding Income Statement Location [Domain] Income Statement Location [Domain] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Number of short-term investments in unrealized loss position | Investment Debt Securities, Available-for-Sale, Unrealized Loss Position, Number of Positions Short-term investments, fair value Debt Securities, Available-for-Sale, Unrealized Loss Position Amendment Flag Amendment Flag Intangible asset, useful life Finite-Lived Intangible Asset, Useful Life Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Operating lease cost Operating Lease, Cost Short-Term Investments Investment, Policy [Policy Text Block] Stock Issued During Period, Value, Employee Stock Purchase Plan Stock Issued During Period, Value, Employee Stock Purchase Plan Total comprehensive loss Comprehensive Income (Loss), Net of Tax, Attributable to Parent Accrued restructuring Restructuring liabilities Restructuring Reserve, Current Gross Unrealized Gains Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax Impairment of long-lived assets Impairment of Long-Lived Assets to be Disposed of Entity Current Reporting Status Entity Current Reporting Status Minimum Annual Commitments Purchase Obligation, Fiscal Year Maturity [Abstract] Other assets Other Assets, Noncurrent Operating loss carryforwards, not subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Payments for Restructuring Payments for Restructuring Accrued compensation and benefits Increase (Decrease) in Employee Related Liabilities Stock Options Additional Disclosures Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] Fee payable on unused portion of line of credit (as a percent) Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Employee severance and related costs Employee Severance [Member] Provision for income taxes computed at federal statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Net change in unrealized gains or losses on available-for-sale debt securities Debt Securities, Available-for-Sale, Unrealized Gain (Loss) Lease term (up to) (in years) Lessee, Operating Lease, Term of Contract 2025 Purchase Obligation, to be Paid, Year Two Share purchases related to ESPP (in shares) Stock Issued During Period, Shares, Employee Stock Purchase Plans Counterparty Name Counterparty Name [Axis] Beginning balance (in shares) Ending balance (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent Cumulative dividends on Series G redeemable convertible preferred stock Cumulative dividends on Series G redeemable convertible preferred stock Preferred Stock Dividends and Other Adjustments Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] IPO IPO [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code State taxes, net of federal benefits Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Property and equipment, net Total property and equipment, net Property, Plant and Equipment, Net Cash and Cash Equivalents [Abstract] Operating cash outflows from operating leases Operating Lease, Payments Sales and marketing Selling and Marketing Expense [Member] Stock options outstanding Stock options Share-Based Payment Arrangement, Option [Member] Title of Individual [Domain] Title of Individual [Domain] Expected volatility Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate Contract with Customer, Liability Contract with Customer, Liability [Abstract] Issuance of common stock upon exercise of stock options Stock Issued During Period, Value, Stock Options Exercised RSUs forfeited (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Cumulative shares exercised (in shares) Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Cumulative Shares Exercised Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Cumulative Shares Exercised Interest carryforwards Deferred Tax Asset, Interest Carryforward Common stock public offering price per share (in dollar per share) Sale of Stock, Price Per Share Restructuring Restructuring and Related Activities Disclosure [Text Block] Common stock, shares authorized (in shares) Common Stock, Shares Authorized Income taxes payable Accrued Income Taxes, Current Statement of Comprehensive Income [Abstract] Total operating expenses Operating Expenses Maximum Maximum [Member] Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Restricted Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Cash, cash equivalents and restricted cash Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Fiscal Year Fiscal Period, Policy [Policy Text Block] Total current assets Assets, Current International International [Member] International. Cash paid for income taxes Income Taxes Paid, Net Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year Contract with Customer, Liability, Revenue Recognized Entity Small Business Entity Small Business Measurement Frequency [Domain] Measurement Frequency [Domain] Dividend declared (in dollars per share) Common Stock, Dividends, Per Share, Declared Revenue: Revenues [Abstract] Proceeds from issuance of Series G redeemable convertible preferred stock, net of issuance costs Proceeds from Issuance of Redeemable Preferred Stock Support and other Support And Other [Member] Support And Other Restricted cash included in other assets Restricted Cash Revenue expected to be recognized from remaining performance obligations, period Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Schedule of Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis Fair Value, Assets Measured on Recurring Basis [Table Text Block] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Foreign currency transaction gain (loss) Foreign Currency Transaction Gain (Loss), Realized Share based compensation not yet recognized Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Options Outstanding, Number of Options Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] Schedule of Future Minimum Payments  Non-cancelable Purchase Commitments Contractual Obligation, Fiscal Year Maturity [Table Text Block] Options outstanding, aggregate intrinsic value Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value 2027 Purchase Obligation, to be Paid, Year Four Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Accounts receivable Increase (Decrease) in Accounts Receivable Title of 12(b) Security Title of 12(b) Security U.S. tax on foreign earnings Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent Short-term investments Short-Term Investments Schedule of Unrecognized Tax Benefits Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Subsequent Event Subsequent Event [Line Items] Conversion of redeemable convertible preferred stock to common stock Conversion of Stock, Amount Converted Debt Instrument Debt Instrument [Line Items] Class of Stock Class of Stock [Line Items] Short-term investments, less than 12 months, unrealized Losses Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss Number of vote Common Stock, Number Of Vote Common Stock, Number Of Vote U.S. government agency securities US Government Agencies Debt Securities [Member] Operating lease, liability Total operating lease liabilities Operating Lease, Liability Geographic Information Segment Reporting Disclosure [Text Block] Short-term investments,12 months or greater, unrealized Losses Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss Change In Contract With Customer Liability Change In Contract With Customer Liability [Roll Forward] Change In Contract With Customer Liability Liabilities and Stockholders’ Equity Liabilities and Equity [Abstract] U.S. government treasury securities US Treasury Securities [Member] Options granted (in dollars per share) Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Amortized Cost Debt Securities, Available-for-Sale, Amortized Cost Accruals and reserves Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals Number of participant may purchase more than 1000 shares Number Of Participant May Purchase More Than1000 Shares Number of participant may purchase more than 1000 shares. Summary of Reserved Common Stock for Future Issuance Summary Of Reserved Common Stock For Future Issuance [Table Text Block] Summary Of Reserved Common Stock For Future Issuance Consideration received on transaction Sale of Stock, Consideration Received on Transaction Deferred tax assets: Deferred Tax Assets, Net [Abstract] Audit Information [Abstract] Audit Information Employee stock purchase rights under the ESPP ESPP Employee Stock Purchase Plan [Member] Employee stock purchase plan. Accounts payable Accounts Payable, Current Restructuring Total restructuring charges Restructuring Charges Income Tax Authority [Axis] Income Tax Authority [Axis] Initial offering number of purchase periods Employee Stock Purchase Plan, Initial Offering, Number Of Purchase Periods Initial offering number of purchase periods. Options vested and expected to vest, aggregate intrinsic value Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Increases due to invoicing prior to satisfaction of performance obligations Contract With Customer Liability Increase Due To Invoicing Prior To Satisfaction Of Performance Obligations Contract With Customer Liability Increase Due To Invoicing Prior To Satisfaction Of Performance Obligations Auditor Location Auditor Location Common stock warrants Warrant [Member] Entity Filer Category Entity Filer Category Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) Weighted Average Number of Shares Outstanding, Basic Federal Current Federal Tax Expense (Benefit) United States UNITED STATES Options vested and exercisable as of January 31, 2022 (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price Other Accrued Liabilities Accrued Liabilities, Current [Abstract] Total stock-based compensation expense Recognized stock-based compensation expense Share-Based Payment Arrangement, Expense Non-cash investing and financing activities: Noncash Investing and Financing Items [Abstract] Commitments and contingencies (Note 9) Commitments and Contingencies 2026 Operating Leases, Future Minimum Payments Receivable, in Four Years Security Exchange Name Security Exchange Name Beginning balance (in dollars per share) Ending balance (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price License License [Member] Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of January 31, 2023 and 2022; zero shares issued and outstanding as of January 31, 2023 and 2022 Preferred Stock, Value, Issued Operating Lease, Assets And Liabilities, Lessee [Abstract] Operating Lease, Assets And Liabilities, Lessee [Abstract] Operating Lease, Assets And Liabilities, Lessee Number of shares outstanding (in shares) Sale Of Stock, Number Of Shares Outstanding In Transaction Sale Of Stock, Number Of Shares Outstanding In Transaction Short-Term Investments Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] Property, Plant and Equipment Property, Plant and Equipment [Line Items] General and administrative General and Administrative Expense [Member] Total revenue Total revenue Revenue from Contract with Customer, Excluding Assessed Tax Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) Stock Issued During Period, Shares, Conversion of Convertible Securities Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Number of shares reserved common stock for future issuance (in shares) Common Stock, Capital Shares Reserved for Future Issuance Cover [Abstract] Debt Instruments [Table] Schedule of Long-Term Debt Instruments [Table] Entity Voluntary Filers Entity Voluntary Filers Amended Loan Amended Term Loan [Member] Amended Term Loan Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Percent Share-based compensation percentage of outstanding stock (as a percent) Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum Restructuring and Related Activities [Abstract] Deferred commissions Deferred Tax Liabilities, Deferred Commissions Deferred Tax Liabilities, Deferred Commissions Beginning balance Ending balance Accounts Receivable, Allowance for Credit Loss Deferred Revenue and Remaining Performance Obligations Revenue from Contract with Customer [Text Block] Segment Reporting [Abstract] Deferred revenue Deferred Tax Assets, Deferred Income Risk-free interest rate Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Issuance of Series G redeemable convertible preferred stock, net of issuance costs (in shares) Temporary Equity, Stock Issued During Period, Shares, New Issues Temporary equity, stock issued during period. shares, new issues. Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Total liabilities and stockholders’ equity Liabilities and Equity Schedule of Deferred Tax Assets Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Discount rate on market value of share, percentage Defined Contribution Plan, Discount Rate On Price Of Shares Defined Contribution Plan, Discount Rate On Price Of Shares Amortization of debt issuance costs Amortization of Debt Issuance Costs Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Payment for fractional shares in reverse stock split Payments For Fractional Shares In Reverse Stock Split Payments for fractional shares in reverse stock split. Capitalized research & development costs Deferred Tax Assets, Goodwill and Intangible Assets Organization, Consolidation and Presentation of Financial Statements [Abstract] Gross deferred tax assets Deferred Tax Assets, Gross Schedule of Income Before Income Taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Share-based Payment Arrangement, Expensed and Capitalized, Amount Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Level 2 Fair Value, Inputs, Level 2 [Member] Current Fiscal Year End Date Current Fiscal Year End Date Conversion of convertible securities (in shares) Sale Of Stock, Shares, Conversion of Convertible Securities Sale Of Stock, Shares, Conversion of Convertible Securities Less: imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Vesting Vesting [Axis] Net loss per share attributable to common stockholders, diluted (in shares) Earnings Per Share, Diluted Net loss attributable to common stockholders Net Income (Loss) Available to Common Stockholders, Diluted Sale of Stock [Domain] Sale of Stock [Domain] Second Anniversary Share-Based Payment Arrangement, Tranche Two [Member] Reverse stock split of outstanding common stock Stockholders' Equity Note, Stock Split, Conversion Ratio Share-based compensation vesting period (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Payments of deferred offering costs Payments of Stock Issuance Costs Stock-based compensation APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Concentration Risk Type [Axis] Concentration Risk Type [Axis] Total current liabilities Liabilities, Current Fiscal 2025 Lessee, Operating Lease, Liability, to be Paid, Year Two Other current assets Other Assets, Current Schedule of Changes in the Allowance for Doubtful Accounts Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Customer Concentration Risk Customer Concentration Risk [Member] Other Other Sundry Liabilities, Current Beginning balance Ending balance Unrecognized Tax Benefits Total deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Taxable income utilization limit, percentage Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration, Taxable Income Utilization Limit, Percentage Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration, Taxable Income Utilization Limit, Percentage Restructuring Cost and Reserve Restructuring Cost and Reserve [Line Items] Share-based Payment Arrangement, Restricted Stock Unit, Activity Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] Entity Ex Transition Period Entity Ex Transition Period Operating loss carryforwards, subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Fiscal 2028 and thereafter Lessee, Operating Lease, Liability, to be Paid, Year Five And Thereafter Lessee, Operating Lease, Liability, to be Paid, Year Five And Thereafter United States Income (Loss) from Continuing Operations before Income Taxes, Domestic Remaining performance obligation Revenue, Remaining Performance Obligation, Amount Share-based compensation granted expiration period (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period Corporate debt securities Corporate debt securities Corporate Debt Securities [Member] Options vested and exercisable as of January 31, 2022 (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number Performance-Based Restricted Stock Units (RSUs) Performance-Based Restricted Stock Units (RSUs) [Member] Performance-Based Restricted Stock Units (RSUs) Schedule of Operating Lease Maturities Lessee, Operating Lease, Liability, Maturity [Table Text Block] Maturities and sales of short-term investments Proceeds from Sale, Maturity and Collection of Short-Term Investments Entity Address, Address Line One Entity Address, Address Line One Income Tax Authority [Domain] Income Tax Authority [Domain] Total cost of revenue Cost of Revenue Subscription Type Axis [Domain] Subscription Type Axis [Domain] Subscription Type Axis [Domain] Total deferred revenue Beginning balance Ending balance Contract with Customer, Liability Stock-based compensation capitalized as internal-use software costs Share-Based Payment Arrangement, Amount Capitalized Over-Allotment Option Over-Allotment Option [Member] Product and Service Product and Service [Axis] Deferred tax liabilities: Deferred Tax Liabilities, Net [Abstract] Class of Stock Class of Stock [Domain] Fair Value Disclosures [Abstract] 2025 Operating Leases, Future Minimum Payments Receivable, in Three Years Issuance of Series G redeemable convertible preferred stock, net of issuance costs Temporary Equity, Stock Issued During Period, Value, New Issues Options vested and exercisable, aggregate intrinsic value Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value Credit Facility [Axis] Credit Facility [Axis] Net unrealized gains (losses) on investments, net of tax Net unrealized gains (losses) on investments OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment, after Tax Schedule of Other Accrued Liabilities Schedule of Accrued Liabilities [Table Text Block] Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Redeemable convertible preferred stock carrying amount Sale Of Stock, Carrying Amount, Attributable To Parent Sale Of Stock, Carrying Amount, Attributable To Parent Equity [Abstract] Subsequent Event [Table] Subsequent Event [Table] RSUs vested (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Entity Tax Identification Number Entity Tax Identification Number Number of shares authorized (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized 2026 Purchase Obligation, to be Paid, Year Three Senior Management Senior Management [Member] Senior Management Advertising costs Advertising Expense Total deferred tax liabilities Deferred Tax Liabilities, Gross Revenue from Contract with Customer [Abstract] Deferred commissions Contract with Customer, Asset, after Allowance for Credit Loss, Current Construction in progress—capitalized internal-use software Software Development In Progress [Member] Software Development In Progress Effective interest rate (as a percent) Debt Instrument, Interest Rate During Period Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Net increase (decrease) in cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Shares available for future issuance under the 2023 Inducement Plan Future Stock Option Grant Reserves [Member] Future Stock Option Grant Reserves Aggregate fair value of RSU granted Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted In Period, Fair Value Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted In Period, Fair Value Schedule of Restructuring Expense Restructuring and Related Costs [Table Text Block] Commercial paper Commercial Paper [Member] Entity Central Index Key Entity Central Index Key Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Measurement Frequency [Axis] Measurement Frequency [Axis] RSUs Outstanding, Weighted Average Grant Date Fair Value Per Share Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Settlement of fractional shares paid in cash (in shares) Settlement of Fractional Shares, Shares Settlement of Fractional Shares, Shares Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Concentration of Credit Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Total other accrued liabilities Other Accrued Liabilities, Current City Area Code City Area Code Accrued professional fees Accrued Professional Fees, Current General and administrative General and Administrative Expense Assets Assets [Abstract] Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Total Purchase Obligation Statement of Stockholders' Equity [Abstract] Sale of Stock [Axis] Sale of Stock [Axis] Advertising Advertising Cost [Policy Text Block] Line of credit facility termination fee (as a percent) Line Of Credit Facility Termination Fee Line of credit facility termination fee. Cash flows from financing activities Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from initial public offering, net of underwriting discounts and commissions Proceeds from Issuance Initial Public Offering Additional redeemable convertible preferred stock converted into shares of common stock Sale Of Stock, Shares, Conversion of Convertible Securities, Additional Shares Sale Of Stock, Shares, Conversion of Convertible Securities, Additional Shares Net Loss Per Share Attributable to Common Stockholders Earnings Per Share, Policy [Policy Text Block] Stock-based compensation, net of amounts capitalized Share-Based Payment Arrangement, Noncash Expense Non-cash lease expense Non-Cash Lease Expense Non-Cash Lease Expense Option granted weighted-average grant-date fair value (in dollar per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Right-of-use assets obtained in exchange for lease obligations: Right-of-use assets obtained in exchange for lease obligations: [Abstract] Right-of-use assets obtained in exchange for lease obligations: Variable Rate [Axis] Variable Rate [Axis] Other liabilities Other Liabilities, Noncurrent Additions to property and equipment Payments to Acquire Property, Plant, and Equipment Research and development Research and Development Expense [Member] Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Operating leases Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Cost of revenue Cost of Sales [Member] 2023 Operating Leases, Future Minimum Payments Receivable, Current Description of Business Business Description and Basis of Presentation [Text Block] Customer [Domain] Customer [Domain] Redeemable Convertible Preferred Stock Redeemable convertible preferred stock (on an if-converted basis) Redeemable Convertible Preferred Stock [Member] EX-101.PRE 11 base-20230131_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 12 base-20230131_g1.jpg GRAPHIC begin 644 base-20230131_g1.jpg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ⅅ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end GRAPHIC 13 base-20230131_g2.jpg GRAPHIC begin 644 base-20230131_g2.jpg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end XML 14 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2023
Feb. 28, 2023
Jul. 29, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 31, 2023    
Current Fiscal Year End Date --01-31    
Document Transition Report false    
Entity File Number 001-040601    
Entity Registrant Name Couchbase, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 26-3576987    
Entity Address, Address Line One 3250 Olcott Street    
Entity Address, City or Town Santa Clara    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95054    
City Area Code 650    
Local Phone Number 417-7500    
Title of 12(b) Security Common stock, par value $0.00001 per share    
Trading Symbol BASE    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 385.7
Entity Common Stock, Shares Outstanding   45,613,726  
Documents Incorporated by Reference Portions of the registrant’s proxy statement for the 2023 annual meeting of stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023    
Entity Central Index Key 0001845022    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
XML 15 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Audit Information
 12 Months Ended
Jan. 31, 2023
Audit Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Firm ID 238
Auditor Location San Jose, California
XML 16 R3.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Current assets    
Cash and cash equivalents $ 40,446 $ 95,688
Short-term investments 127,856 110,266
Accounts receivable, net 39,847 36,696
Deferred commissions 13,096 11,783
Prepaid expenses and other current assets 8,234 8,559
Total current assets 229,479 262,992
Property and equipment, net 7,430 4,288
Operating lease right-of-use assets 6,940 0
Deferred commissions, noncurrent 7,524 8,243
Other assets 1,666 1,219
Total assets 253,039 276,742
Current liabilities    
Accounts payable 1,407 1,923
Accrued compensation and benefits 12,641 16,143
Other accrued expenses 6,076 3,231
Operating lease liabilities 3,117 0
Deferred revenue 71,716 69,010
Total current liabilities 94,957 90,307
Operating lease liabilities, noncurrent 4,543 0
Deferred revenue, noncurrent 3,275 2,713
Other liabilities 0 507
Total liabilities 102,775 93,527
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit)    
Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of January 31, 2023 and 2022; zero shares issued and outstanding as of January 31, 2023 and 2022 0 0
Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of January 31, 2023 and 2022; 45,432,029 and 43,847,484 shares issued and outstanding as of January 31, 2023 and 2022, respectively 0 0
Additional paid-in capital 561,547 525,392
Accumulated other comprehensive income (loss) (807) (195)
Accumulated deficit (410,476) (341,982)
Total stockholders’ equity 150,264 183,215
Total liabilities and stockholders’ equity $ 253,039 $ 276,742
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jan. 31, 2023
Jan. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Preferred stock, shares authorized (in shares) 200,000,000 200,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 45,432,029 43,847,484
Common stock, shares outstanding (in shares) 45,432,029 43,847,484
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Revenue:      
Total revenue $ 154,824 $ 123,542 $ 103,285
Cost of revenue:      
Total cost of revenue 20,259 14,781 11,617
Gross profit 134,565 108,761 91,668
Operating expenses:      
Research and development 57,760 51,639 39,000
Sales and marketing 111,067 89,372 70,248
General and administrative 33,390 24,008 15,500
Restructuring 1,663 0 0
Total operating expenses 203,880 165,019 124,748
Loss from operations (69,315) (56,258) (33,080)
Interest expense (101) (656) (6,970)
Other income (expense), net 1,960 (300) 1,111
Loss before income taxes (67,456) (57,214) (38,939)
Provision for income taxes 1,038 1,015 1,044
Net loss (68,494) (58,229) (39,983)
Cumulative dividends on Series G redeemable convertible preferred stock 0 (2,917) (4,076)
Net loss attributable to common stockholders (68,494) (61,146) (44,059)
Net loss attributable to common stockholders $ (68,494) $ (61,146) $ (44,059)
Net loss per share attributable to common stockholders, basic (in shares) $ (1.53) $ (2.37) $ (7.71)
Net loss per share attributable to common stockholders, diluted (in shares) $ (1.53) $ (2.37) $ (7.71)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) 44,787,000 25,777,000 5,717,000
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) 44,787,000 25,777,000 5,717,000
Subscription      
Revenue:      
Total revenue $ 142,895 $ 116,287 $ 96,936
Cost of revenue:      
Total cost of revenue 10,762 8,529 6,074
Subscription | License      
Revenue:      
Total revenue 19,885 19,008 14,032
Subscription | Support and other      
Revenue:      
Total revenue 123,010 97,279 82,904
Services      
Revenue:      
Total revenue 11,929 7,255 6,349
Cost of revenue:      
Total cost of revenue $ 9,497 $ 6,252 $ 5,543
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (68,494) $ (58,229) $ (39,983)
Other comprehensive income:      
Net unrealized gains (losses) on investments, net of tax (612) (196) 1
Total comprehensive loss $ (69,106) $ (58,425) $ (39,982)
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
$ in Thousands
Total
Redeemable Convertible Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning balance at Jan. 31, 2020   $ 155,506        
Beginning balance (in shares) at Jan. 31, 2020   18,901,887        
Increase (Decrease) in Temporary Equity            
Issuance of Series G redeemable convertible preferred stock, net of issuance costs   $ 104,316        
Issuance of Series G redeemable convertible preferred stock, net of issuance costs (in shares)   7,168,326        
Ending balance at Jan. 31, 2021   $ 259,822        
Ending balance (in shares) at Jan. 31, 2021   26,070,213        
Beginning balance at Jan. 31, 2020 $ (213,216)   $ 0 $ 30,554 $ 0 $ (243,770)
Beginning balance (in shares) at Jan. 31, 2020     5,646,238      
Increase (Decrease) in Stockholders' Equity            
Issuance of common stock upon exercise of stock options 2,185     2,185    
Issuance of common stock upon exercise of stock options (in shares)     553,067      
Stock-based compensation 4,671     4,671    
Net unrealized gains (losses) on investments 1       1  
Net loss (39,983)         (39,983)
Ending balance at Jan. 31, 2021 (246,342)   $ 0 37,410 1 (283,753)
Ending balance (in shares) at Jan. 31, 2021     6,199,305      
Increase (Decrease) in Temporary Equity            
Conversion of redeemable convertible preferred stock to common stock upon initial public offering   $ (259,822)        
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)   (26,070,213)        
Ending balance at Jan. 31, 2022   $ 0        
Ending balance (in shares) at Jan. 31, 2022   0        
Increase (Decrease) in Stockholders' Equity            
Issuance of common stock upon exercise of stock options 7,495     7,495    
Issuance of common stock upon exercise of stock options (in shares)     1,347,595      
Conversion of redeemable convertible preferred stock to common stock upon initial public offering 259,822     259,822    
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)     26,710,600      
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs 209,924     209,924    
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs (in shares)     9,589,999      
Settlement of fractional shares paid in cash (9)     (9)    
Settlement of fractional shares paid in cash (in shares)     (15)      
Stock-based compensation 10,750     10,750    
Net unrealized gains (losses) on investments (196)       (196)  
Net loss (58,229)         (58,229)
Ending balance at Jan. 31, 2022 $ 183,215   $ 0 525,392 (195) (341,982)
Ending balance (in shares) at Jan. 31, 2022 43,847,484   43,847,484      
Ending balance at Jan. 31, 2023   $ 0        
Ending balance (in shares) at Jan. 31, 2023   0        
Increase (Decrease) in Stockholders' Equity            
Issuance of common stock upon exercise of stock options $ 5,222     5,222    
Issuance of common stock upon exercise of stock options (in shares)     817,753      
Share purchases related to ESPP (in shares)     314,315      
Stock Issued During Period, Value, Employee Stock Purchase Plan 4,484     4,484    
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures     452,477      
Stock-based compensation 26,449     26,449    
Net unrealized gains (losses) on investments (612)       (612)  
Net loss (68,494)         (68,494)
Ending balance at Jan. 31, 2023 $ 150,264   $ 0 $ 561,547 $ (807) $ (410,476)
Ending balance (in shares) at Jan. 31, 2023 45,432,029   45,432,029      
XML 21 R8.htm IDEA: XBRL DOCUMENT v3.23.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Cash flows from operating activities      
Net loss $ (68,494) $ (58,229) $ (39,983)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization 3,171 2,824 2,006
Amortization of debt issuance costs 0 52 717
Debt prepayment costs 0 0 1,000
Stock-based compensation, net of amounts capitalized 25,786 10,750 4,671
Amortization of deferred commissions 16,996 13,763 10,402
Non-cash lease expense 2,909 0 0
Foreign currency transaction (gains) losses 524 382 (931)
Other (416) 267 132
Changes in operating assets and liabilities      
Accounts receivable (3,537) (730) (5,524)
Deferred commissions (17,590) (20,495) (13,450)
Prepaid expenses and other assets (159) (6,217) 56
Accounts payable (495) (491) 925
Accrued compensation and benefits (3,497) 7,030 298
Accrued expenses and other liabilities 3,103 (493) (279)
Operating lease liabilities (2,754) 0 0
Deferred revenue 3,268 10,013 782
Net cash used in operating activities (41,185) (41,574) (39,178)
Cash flows from investing activities      
Purchases of short-term investments (144,613) (112,479) (20,493)
Maturities and sales of short-term investments 126,893 21,268 900
Additions to property and equipment (5,646) (819) (2,819)
Net cash used in investing activities (23,366) (92,030) (22,412)
Cash flows from financing activities      
Payments of debt 0 (25,000) (57,402)
Proceeds from issuance of debt, net of issuance costs 0 0 31,402
Proceeds from issuance of Series G redeemable convertible preferred stock, net of issuance costs 0 0 104,316
Proceeds from exercise of stock options 5,222 7,495 2,185
Proceeds from issuance of common stock under ESPP 4,484 0 0
Proceeds from initial public offering, net of underwriting discounts and commissions 0 214,854 0
Payment for fractional shares in reverse stock split 0 (9) 0
Payments of deferred offering costs 0 (4,930) 0
Net cash provided by financing activities 9,706 192,410 80,501
Effect of exchange rate changes on cash, cash equivalents and restricted cash (397) (415) 162
Net increase (decrease) in cash, cash equivalents and restricted cash (55,242) 58,391 19,073
Cash, cash equivalents and restricted cash      
Beginning of period 96,231 37,840 18,767
End of period 40,989 96,231 37,840
Cash and cash equivalents 40,446 95,688 37,297
Restricted cash included in other assets 543 543 543
Total cash, cash equivalents and restricted cash 40,989 96,231 37,840
Supplemental disclosures of cash activities      
Cash paid for income taxes 781 797 866
Cash paid for interest 101 616 5,951
Non-cash investing and financing activities:      
Stock-based compensation capitalized as internal-use software costs 663 0 0
Net change in unrealized gains or losses on available-for-sale debt securities (612) (196) 0
Change in purchases of property and equipment included in accounts payable and other accrued liabilities 15 (212) 309
Change in deferred offering costs included in accounts payable and other accrued liabilities 0 (1,084) 1,084
Conversion of redeemable convertible preferred stock to common stock $ 0 $ 259,822 $ 0
XML 22 R9.htm IDEA: XBRL DOCUMENT v3.23.1
Organization, Consolidation and Presentation of Financial Statements
 12 Months Ended
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of BusinessCouchbase, Inc. provides an enterprise-class, multi-cloud NoSQL database architected on top of an open source foundation. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in Santa Clara, California. In these notes to the consolidated financial statements, the “Company,” “Couchbase” “we,” “us,” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.
XML 23 R10.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Initial Public Offering
In July 2021, the Company completed its initial public offering (“IPO”), for the sale and issuance of 9,589,999 shares of its common stock at $24.00 per share, which included 1,250,869 shares issued pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $214.9 million, after deducting underwriters’ discounts and commissions and before consideration of other issuance costs. In connection with the IPO, all 26,710,600 shares of outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of common stock, inclusive of 640,387 shares of additional stock issued related to preferred stock conversion and dividend features.

Reverse Stock Split
On June 30, 2021, the Company effected a 2.5-for-1 reverse stock split of its outstanding common stock, common stock warrants, preferred stock and stock option awards. All issued and outstanding shares of common stock, common stock warrants, preferred stock, stock option awards and per share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The par value of the common stock and preferred stock was not adjusted because of the reverse stock split.
Fiscal Year
The Company’s fiscal year ends on January 31. References to fiscal 2023, 2022 and 2021 refer to the years ended January 31, 2023, 2022 and 2021, respectively.
Segment Information
The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable.
The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.
Foreign Currency
The reporting currency of the Company is the United States dollar (“U.S. dollar”). The functional currency of each of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in the consolidated statements of operations. The Company had foreign currency transaction gains (losses) of $(0.5) million, $(0.4) million and $0.9 million for the years ended January 31, 2023, 2022 and 2021, respectively.
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Revenue is derived from sales of subscriptions and services.
Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in the Company’s consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when the customer has received access to the software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of the Company’s revenue. Performance obligations related to the database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of the Company’s subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances. The Company typically bills subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly. “Other” revenue was not material for the years ended January 31, 2023, 2022 and 2021.
The Company’s services revenue is derived from professional services for the implementation or configuration of its platform and training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed. Revenue for training is recognized upon delivery.
The Company determines revenue recognition in accordance with ASC 606 through the following five steps:
•Identify the contract with a customer: The Company usually contracts with its customers using an order form that is governed by the Company’s standard electronic software licensing or master service agreement, or by the master sales agreement executed between the Company and the customer. A fully executed order form creates enforceable rights and obligations. The Company uses multiple factors such as historical payments experience, credit status and financial status in determining the customer’s ability to pay. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company uses factors such as timing of the contract, negotiation teams involved and additional subscriptions or services contracted to determine combination.
•Identify performance obligations in the contract: The Company enters into contracts that can include various combinations of products and services that are both (1) capable of being distinct, whereby the
customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company and (2) distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract.
•Determine transaction price: The transaction price is the consideration the Company expects to receive in exchange for those products or services. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).
•Allocate transaction price to the performance obligations in the contract: Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. The Company also considers if there are any additional material rights inherent in a contract, and if so, the Company allocates a portion of the transaction price to such rights based on SSP of the material right. When appropriate, the Company determines SSP based on the price at which the performance obligation has previously been sold through past transactions. The Company determines SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, the Company first allocates the transaction price to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price to the subscription. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
•Recognize revenue when or as the Company satisfies a performance obligation: The Company recognizes revenue upon transfer of control of promised products or services. Revenue is recognized based on type of performance obligation.
Allocation of Overhead Costs
Overhead costs that are not substantially dedicated for use by a specific functional organization are allocated based on headcount. Such costs include costs associated with office facilities, depreciation and amortization of property and equipment and IT personnel-related costs and other expenses, such as software and subscription services.
Cost of Revenue
Cost of subscription revenue consists primarily of personnel-related costs associated with the Company’s customer support organization, including salaries, benefits, bonuses and stock-based compensation, expenses associated with software and subscription services dedicated for use by the Company’s customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software and allocated overhead. There is no cost of revenue associated with the Company’s license revenue.
Cost of services revenue consists primarily of personnel-related costs associated with the Company’s professional services and training organization, including salaries, benefits, bonuses and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s service organization, travel-related expenses and allocated overhead.
Advertising
Advertising costs are charged to sales and marketing expenses in the consolidated statement of operations in the period incurred. These costs were not material for the years ended January 31, 2023, 2022 and 2021.
Stock-Based Compensation
The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units, stock options, and the ESPP, to employees, consultants and nonemployee directors based on the estimated fair value of the awards on the grant date. The fair value of stock options and purchase rights under the ESPP are estimated using the Black-Scholes option-pricing model. The fair value of market-based performance restricted stock unit awards is estimated, at the date of grant, using the Monte Carlo Simulation Model. The Black-Scholes and Monte Carlo Simulation valuation models are affected by the fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends.
Stock-based compensation expense for restricted stock units and stock options is recognized over the requisite service period. Forfeitures are accounted for as they occur. For awards with only a service condition, the Company recognizes stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we recognize expense separately for each vesting tranche regardless of whether the market condition is satisfied. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the offering period.
Income Taxes
The Company is subject to income taxes in the United States and certain foreign jurisdictions.
The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.
The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares to the extent they are dilutive. For purposes of this calculation, stock options, redeemable convertible preferred stock, common stock warrants, RSUs and employee stock purchase rights under the ESPP are considered to be potentially dilutive shares but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash and cash equivalents.
Restricted Cash
Restricted cash is held in a money market account in connection with a lease agreement for the Company’s facilities. Restricted cash is included in other noncurrent assets on the consolidated balance sheets as the related lease expires more than one year from the balance sheet date.
Short-Term Investments
The Company determines the appropriate classification of its investments at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as current assets on its consolidated balance sheets. These securities are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss). The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is more likely than not that the Company will sell the securities before the recovery of their cost basis. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in other income (expense), net, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).
Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Realized gains and losses for the years ended January 31, 2023, 2022 and 2021 were not material.
Accounts Receivable
Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers and general economic conditions. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Actual write-offs may either be in excess of or less than the estimated allowance.
Unbilled accounts receivable represents revenue recognized on contracts in excess of invoiced amounts. Unbilled accounts receivable as of January 31, 2023 and 2022 were not material.
The following table presents the changes in the allowance for doubtful accounts (in thousands):
Year Ended January 31,
202320222021
Beginning balance$108 $73 $81 
Add: bad debt expense69 41 84 
Less: write-offs, net of recoveries(4)(6)(92)
Ending balance$173 $108 $73 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.
For its accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheet. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historically bad debts have not been material.
No customer accounted for 10% or more of total revenue for the years ended January 31, 2023, 2022 and 2021. One customer accounted for approximately 12% of gross accounts receivable as of January 31, 2023. No customer accounted for 10% or more of gross accounts receivable as of January 31, 2022.
Fair Value of Financial Instruments
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1:    Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2:    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
Computer equipment3 years
Furniture and fixtures5 years
Leasehold improvementsShorter of lease term or estimated useful life
Capitalized internal-use software3 years
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to expense in the consolidated statements of operations in the period incurred.
Capitalized Internal-Use Software
The Company capitalizes qualifying internal-use software development costs, including personnel-related costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.
Capitalized internal-use software costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized on a straight-line basis over their estimated useful life commencing when assets are initially placed into service for their intended use. Amortization expense of capitalized internal-use software costs was included in cost of subscription revenue in the consolidated statements of operations.
Leases
Effective February 1, 2022, the consolidated financial statements reflect the adoption of ASC 842, Leases, using the modified retrospective method. Refer to Accounting Pronouncements Recently Adopted below regarding the adoption impact of ASC 842.
Lease right-of-use (“ROU”) assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that commenced prior to the adoption of ASC 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred during the years ended January 31, 2023, 2022 and 2021.
Deferred Commissions
The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent entering into the contract with the customer. Commissions earned on the initial acquisition of a contract are amortized based on the expected future revenue stream over a period of benefit of three years. The Company determined the period of benefit by taking into consideration its customer contracts, its technological life and other factors. Commissions paid for renewal contracts are not commensurate with the commissions paid for initial acquisition of a contract and are amortized over the related contractual renewal period. The deferred commission amounts are recoverable through the future revenue streams under the customer contracts. Amortization of deferred commissions is included in sales and marketing expenses in the consolidated statements of operations. Impairment losses related to deferred sales commissions were immaterial for the years ended January 31, 2023, 2022 and 2021. Commissions that will be amortized within the next twelve months are classified as current with the remainder classified as non-current on the consolidated balance sheets.
Deferred Revenue
The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current with the remainder classified as deferred revenue, noncurrent on the consolidated balance sheets.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on the consolidated financial statements.
Leases: In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, Leases, which amends the existing accounting standards for leases. The new standard requires lessees to record a ROU asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023.
The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of twelve months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.
Accounting Pronouncements Not Yet Adopted
Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2023 and is evaluating the impact the adoption will have on the consolidated financial statements, however such impact is not expected to be material.
XML 24 R11.htm IDEA: XBRL DOCUMENT v3.23.1
Cash Equivalents and Short-Term Investments
 12 Months Ended
Jan. 31, 2023
Cash and Cash Equivalents [Abstract]  
Cash Equivalents and Short-Term Investments Cash Equivalents and Short-Term Investments
The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):
As of January 31, 2023
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$29,239 $— $— $29,239 
Corporate debt securities1,122 — — 1,122 
Total cash equivalents30,361 — — 30,361 
Short-Term Investments
U.S. government treasury securities71,981 1 (729)71,253 
Commercial paper31,500 — — 31,500 
Corporate debt securities11,952 — (50)11,902 
U.S. government agency securities7,839 3 (1)7,841 
Asset-backed securities5,391 — (31)5,360 
Total short-term investments128,663 4 (811)127,856 
Total$159,024 $4 $(811)$158,217 
As of January 31, 2022
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$86,505 $— $— $86,505 
Total cash equivalents86,505 — — 86,505 
Short-Term Investments
U.S. government treasury securities39,340 — (129)39,211 
Commercial paper40,966 — (1)40,965 
Corporate debt securities30,156 — (66)30,090 
Total short-term investments110,462 — (196)110,266 
Total$196,967 $— $(196)$196,771 
During the years ended January 31, 2023, 2022 and 2021, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income (expense), net in the consolidated statements of operations.
As of January 31, 2023, the Company’s short-term investments consisted of $122.0 million and $5.9 million with a contractual maturity date of less than one year and greater than one year, respectively. As of January 31, 2022, the Company’s short-term investments consisted of $108.3 million and $2.0 million with a contractual maturity date of less than one year and greater than one year, respectively.
The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of January 31, 2023 and 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):
As of January 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(729)$64,397 $— $— $(729)$64,397 
Corporate debt securities(49)8,909 (1)1,999 (50)10,908 
U.S. government agency securities(1)1,918 — — (1)1,918 
Asset-backed securities(31)5,359 — — (31)5,359 
Total$(810)$80,583 $(1)$1,999 $(811)$82,582 
As of January 31, 2022
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(129)$39,211 $— $— $(129)$39,211 
Commercial paper(1)2,497 — — (1)2,497 
Corporate debt securities(66)30,090 — — (66)30,090 
Total$(196)$71,798 $— $— $(196)$71,798 
As of January 31, 2023 and 2022, the Company had 27 and 25 short-term investments in an unrealized loss position, respectively. During the years ended January 31, 2023, 2022 and 2021, the Company had no other-than-temporary impairments of short-term investments.
XML 25 R12.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements
 12 Months Ended
Jan. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts reflected on the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.
The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):
As of January 31, 2023
Level 1Level 2Total
Cash Equivalents
Money market funds$29,239 $— $29,239 
Corporate debt securities— 1,122 1,122 
Total cash equivalents29,239 1,122 30,361 
Short-Term Investments
U.S. government treasury securities— 71,253 71,253 
Commercial paper— 31,500 31,500 
Corporate debt securities— 11,902 11,902 
U.S. government agency securities— 7,841 7,841 
Asset-backed securities— 5,360 5,360 
Total short-term investments— 127,856 127,856 
Total$29,239 $128,978 $158,217 
As of January 31, 2022
Level 1Level 2Total
Cash Equivalents
Money market funds$86,505 $— $86,505 
Total cash equivalents86,505 — 86,505 
Short-Term Investments
U.S. government treasury securities— 39,211 39,211 
Commercial paper— 40,965 40,965 
Corporate debt securities— 30,090 30,090 
Total short-term investments— 110,266 110,266 
Total$86,505 $110,266 $196,771 
The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its U.S. government agency securities, asset-backed securities, commercial paper, corporate debt securities, and U.S. government treasury securities within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components
 12 Months Ended
Jan. 31, 2023
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of January 31,
20232022
Prepaid expenses$4,140 $4,518 
Prepaid software2,560 2,297 
Other current assets1,534 1,744 
Total prepaid expenses and other current assets$8,234 $8,559 
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
As of January 31,
20232022
Computer equipment$3,586 $3,711 
Furniture and fixtures342 412 
Capitalized internal-use software7,884 5,772 
Leasehold improvements1,889 1,582 
Construction in progress—capitalized internal-use software3,395 — 
Total gross property and equipment17,096 11,477 
Accumulated depreciation and amortization(9,666)(7,189)
Total property and equipment, net$7,430 $4,288 
Depreciation and amortization expense was $3.2 million, $2.8 million and $2.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $2.2 million, $1.9 million and $1.1 million for the years ended January 31, 2023, 2022 and 2021, respectively.
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
As of January 31,
20232022
Accrued bonus$5,944 $5,557 
Accrued commissions3,593 4,226 
Accrued payroll and benefits1,995 2,863 
Employee contributions under the ESPP1,109 3,497 
Total accrued compensation and benefits$12,641 $16,143 
Other Accrued Liabilities
Other accrued liabilities consisted of the following (in thousands):
As of January 31,
20232022
Accrued professional fees$1,020 $717 
Sales and value added tax payable737 671 
Income taxes payable743 414 
Accrued restructuring1,567 — 
Other2,009 1,429 
Total other accrued liabilities$6,076 $3,231 
XML 27 R14.htm IDEA: XBRL DOCUMENT v3.23.1
Deferred Revenue and Remaining Performance Obligations
 12 Months Ended
Jan. 31, 2023
Revenue from Contract with Customer [Abstract]  
Deferred Revenue and Remaining Performance Obligations Deferred Revenue and Remaining Performance Obligations
The following table presents the deferred revenue balances (in thousands):
As of January 31,
20232022
Deferred revenue, current$71,716 $69,010 
Deferred revenue, noncurrent3,275 2,713 
Total deferred revenue$74,991 $71,723 
Changes in the deferred revenue balances during the years ended January 31, 2023 and 2022 were as follows (in thousands):
Year Ended January 31,
20232022
Beginning balance$71,723 $61,710 
Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year(66,480)(57,809)
Increases due to invoicing prior to satisfaction of performance obligations69,748 67,822 
Ending balance$74,991 $71,723 
Remaining performance obligations (“RPOs”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.
As of January 31, 2023, the Company’s RPOs were $165.9 million. The Company expects to recognize revenue of $117.2 million of these remaining performance obligations over the next twelve months with the remaining balances recognized thereafter.
XML 28 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Debt
 12 Months Ended
Jan. 31, 2023
Debt Disclosure [Abstract]  
Debt
7. Debt
Interest expense was $0.1 million, $0.7 million and $7.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. The effective interest rate was 4.1% and 16.0% for the years ended January 31, 2022 and 2021, respectively.
Term Loan
In August 2018, the Company entered into an agreement for a term loan with a certain lender, which was amended in April 2019 and in June 2020 (the “Amended Loan”). The Amended Loan provided maximum borrowings of up to $25.0 million, maturing in June 2024. In January 2021, the Company repaid all outstanding indebtedness owed pursuant to the Amended Loan and terminated the agreement. Pursuant to the termination of the Amended Loan, the related security interests have been removed and the covenants shall be of no further force and effect.
In connection with the April 2019 amendment, the Company issued warrants to purchase 105,350 shares of the Company’s common stock at $7.48 per share, exercisable over 10 years. The fair value of the warrants was recorded to equity and as a debt discount that was amortized to interest over the term of the loan. The total fair value of the common stock warrants was $0.4 million. As of January 31, 2023, all warrants were outstanding and exercisable.
Credit Facility
In November 2017, the Company entered into a line of credit agreement with Silicon Valley Bank, or Credit Facility, providing the Company the ability to borrow up to $10.0 million from a revolving line of credit with an original maturity date in November 2018. Borrowings under the line of credit bear interest at a floating per annum rate equal to one half of one percentage point (0.50%) above the prime rate, which interest shall be payable monthly. The line of credit is
secured with a pledge on substantially all the assets of the Company, except any intellectual property and is subject to a minimum revenue covenant.
In November 2018, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $15.0 million and extend the maturity date to November 2019.
In April 2019, an amendment was entered into with the Silicon Valley Bank to decrease the line of credit to $10.0 million. In October 2019, an amendment was entered into with Silicon Valley Bank to extend the maturity of the line of credit to November 2020.
In November 2020, the Company entered into an amendment with Silicon Valley Bank to extend the maturity of the line of credit to February 2021. In January 2021, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $40.0 million and extend the maturity date to January 2024. Upon the execution of this amendment, the Company borrowed $25.0 million from the line of credit. The outstanding principal balance is due at maturity with interest payable monthly. The line of credit bears a variable annual interest rate of the prime rate plus 0.5%. The Company is required to pay a fee equal to 0.25% per annum on the unused portion of the line of credit. The Company is also subject to a termination fee ranging from 0.5% to 1.0% of the line of credit if the Company terminates the agreement prior to the maturity date. The amendment also added certain financial covenants, including covenants related to certain financial metrics, that if not met, would limit the amount of additional borrowings under the line of credit.
The amended line of credit agreement requires the company to maintain an adjusted quick ratio (as defined by the agreement) of at least 1.15 to 1.0. The line of credit agreement also contains certain customary affirmative and negative covenants as well as customary events of default, subject to certain exceptions, including restrictions on the Company’s ability to, among other things, incur debt and liens, maintain collateral accounts, undergo fundamental changes including mergers or consolidations, dispose assets including selling, transferring or assigning assets, pay dividends or other distributions or make or permit payments on any subordinated debt. The Company was in compliance with the financial covenants under the line of credit as of January 31, 2023.
The Company repaid the outstanding principal of its revolving line of credit of $25.0 million during the year ended January 31, 2022. As of January 31, 2023, $40.0 million was available for borrowing under the line of credit. On March 14, 2023, Silicon Valley Bridge Bank, N.A. announced that it had assumed the obligations and commitments of former Silicon Valley Bank, including the line of credit.
XML 29 R16.htm IDEA: XBRL DOCUMENT v3.23.1
Leases
 12 Months Ended
Jan. 31, 2023
Leases [Abstract]  
Lessee, Operating Leases Leases
The Company leases facilities under non-cancelable operating leases, primarily for rent of office space. The leases have various expiration dates through November 2027, some of which include options to extend the leases for up to three years. The Company does not have any finance leases.
Operating lease costs were $2.9 million for the year ended January 31, 2023. Variable lease costs were $0.8 million for the year ended January 31, 2023. Short-term lease costs were $0.3 million for the year ended January 31, 2023.
The following table presents supplemental cash flow information related to leases (in thousands):
Year Ended January 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$3,169 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$2,811 
The following table presents supplemental balance sheet information related to operating leases (in thousands, except for lease term and discount rate):
As of January 31, 2023
Operating lease right-of-use assets$6,940
Operating lease liabilities$3,117
Operating lease liabilities, noncurrent4,543
Total operating lease liabilities$7,660
Weighted-average remaining lease term2.7 years
Weighted-average discount rate3.8 %
As of January 31, 2023, remaining maturities of operating lease liabilities were as follows (in thousands):
PeriodOperating Leases
Fiscal 2024$3,309
Fiscal 20252,975
Fiscal 20261,172
Fiscal 2027352
Fiscal 2028 and thereafter251
Total lease payments8,059
Less: imputed interest(399)
Total$7,660
Future minimum lease payments under non-cancelable operating leases as of January 31, 2022 under ASC 840 were as follows (in thousands):
Year Ending January 31,Operating Leases
2023$2,845
20242,638
20252,178
2026362
2027 and thereafter—
Total$8,023
XML 30 R17.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments and Contingencies
 12 Months Ended
Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Other Contractual Commitments
Other contractual commitments relate to third-party cloud infrastructure agreements and subscription arrangements. 
Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2023 are presented in the table below (in thousands):
Minimum
Annual
Commitments
Year Ending January 31,
2024$13,358 
202515,141 
202616,881 
202714,167 
2028 and thereafter15,084 
Total$74,631 
Legal Matters
From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. The Company is not currently a party to any legal proceedings that, if determined adversely to it, would, in management’s opinion, have a material and adverse effect on the Company’s financial condition, results of operations, or cash flows.
Indemnification Agreements
In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which the Company agrees to indemnify customers, vendors, lessors and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. Additionally, the Company entered into indemnification agreements with the Company’s directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements nor are we aware of any such claims that could reasonably be expected to incur material costs.
XML 31 R18.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity (Deficit) and Employee Incentive Plans
 12 Months Ended
Jan. 31, 2023
Equity And Compensation Related Costs Share Based Payments [Abstract]  
Stockholders’ Equity (Deficit) and Employee Incentive Plans Stockholders’ Equity (Deficit) and Employee Incentive Plans
Redeemable Convertible Preferred Stock
Upon the closing of the Company’s IPO, all 26,710,600 shares of redeemable convertible preferred stock were automatically converted into shares of common stock, which includes an additional 640,387 shares of redeemable convertible preferred stock. The additional shares of redeemable convertible preferred stock consisted of 162,032 shares for the Series E conversion feature and 478,355 shares for the Series G dividends. The carrying value of $259.8 million was reclassified into common stock and additional paid-in-capital. As of January 31, 2023, there were no shares of redeemable convertible preferred stock issued and outstanding.
In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.
Common Stock
The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 1,000,000,000 shares of common stock at a par value of $0.00001 as of January 31, 2023 and 2022.
Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of January 31, 2023 and 2022, no dividends had been declared.
As of January 31, 2023, the Company has reserved common stock for future issuance as follows:
January 31, 2023January 31, 2022
Stock options outstanding7,819,480 9,167,495 
Shares available for future issuance under the 2021 Plan2,063,716 2,798,981 
Restricted stock units issued and outstanding4,502,982 1,497,558 
Shares available for future issuance under the 2023 Inducement Plan1,300,000 — 
ESPP954,159 830,000 
Common stock warrants105,350 105,350 
Total16,745,687 14,399,384 
Stock Plans
The Company has four equity incentive plans: the 2008 Equity Incentive Plan (the “2008 Plan”), 2018 Equity Incentive Plan (the “2018 Plan”), 2021 Equity Incentive Plan (the “2021 Plan”) and 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), collectively (the “Stock Plans”). In connection with the Company’s IPO in July 2021, the 2008 Plan and the 2018 Plan were terminated and replaced by the 2021 Plan and all shares that remained available for issuance under the 2018 Plan at that time were reserved for issuance under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will be increased by any shares of common stock subject to awards outstanding under the 2008 Plan and the 2018 Plan that expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest.
The Company has issued stock options to employees, directors, consultants and advisors pursuant to the 2018 Plan and restricted stock units (“RSUs”) under the 2021 Plan.
Equity awards permitted under the 2021 Plan may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. Stock option grants may be either Incentive Stock Options (“ISO”) or Non-Qualified Stock Options (“NSO”). ISO may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, consultants, and nonemployee directors. Employee stock options are granted with an exercise price no less than the fair value of the underlying common stock on the grant date. Options granted under the 2021 Plan expire ten years from the date of grant and generally vest over four years at a rate of 25% upon the first anniversary of the issuance date and 1/48 per month thereafter.
As of January 31, 2023, there were 2.1 million shares available for grant under the 2021 Plan. The 2021 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2022, by an amount equal to the least of (i) 4,120,000 shares, (ii) five-percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the 2021 Plan no later than the last day of the immediately preceding Fiscal Year.
Effective January 12, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,300,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The maximum number of shares of our common stock that may be issued under the 2023 Inducement Plan will not exceed 1,300,000 shares, all of which were available for future awards as of January 31, 2023. The 2023
Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with such rule.
Employee Stock Purchase Plan
In July 2021, the Company established an Employee Stock Purchase Plan (“ESPP”) in which eligible employees may contribute up to 15% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of (1) the fair market value of a share of the Company’s common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s common stock on the purchase date. A participant will be permitted to purchase a maximum of shares during each offering period and no participant may purchase more than 1,000 shares during any offering period.
Except for the initial offering period, the ESPP provides for 24-month offering periods beginning March 21 and September 21 of each year, and each offering period will consist of four six-month purchase periods. The initial offering period began on July 22, 2021 and will end on September 20, 2023. The initial offering period consists of four purchase periods with the first purchase date on March 21, 2022, and the final purchase period ending on September 20, 2023.
The Company recognized stock-based compensation expense related to the ESPP of $2.0 million during the year ended January 31, 2023. As of January 31, 2023, accrued ESPP employee payroll contributions of $1.1 million are included within accrued compensation and benefits in the consolidated balance sheet. ESPP payroll contributions used to purchase shares are reclassified to stockholders’ equity on the purchase date. As of January 31, 2023, $0.7 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized over a weighted-average vesting period of 0.6 years.
During the year ended January 31, 2023, 314,315 shares of common stock were issued under the ESPP.
Stock Options
The following table summarizes stock option activity under the Stock Plans for the year ended January 31, 2023 (aggregate intrinsic value in thousands):
Options Outstanding
Number of
Options		Weighted-
Average
Exercise
Price		Weighted-
Average
Contractual
Term		Aggregate
Intrinsic
Value
Balances as of January 31, 20229,150,821 $9.76 6.53$126,368 
Options exercised(801,079)$6.40 
Options granted— $— 
Options cancelled(530,262)$14.54 
Balances as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and expected to vest as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and exercisable as of January 31, 20236,525,570 $8.27 4.69$48,560 
The weighted-average grant-date fair value of options granted during the years ended January 31, 2022 and 2021 was $9.30 and $3.18, respectively. The total intrinsic value of options exercised during the years ended January 31, 2023, 2022 and 2021 was $9.3 million, $28.2 million and $3.6 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock.
The Company recognized stock-based compensation expense related to stock options of $6.4 million, $7.5 million and $4.7 million, during the years ended January 31, 2023, 2022 and 2021, respectively. As of January 31, 2023, there was $8.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.7 years.
During the year ended January 31, 2018, in connection with services provided for recruitment, the Company granted 40,646 stock options outside of the Stock Plans to a third party. During the year ended January 31, 2023, the recipient exercised 16,674 stock options and as of January 31, 2023, the recipient had exercised all 40,646 options.
Service-Based RSUs
During the year ended January 31, 2022, the Company began granting RSUs to its employees, which have service-based vesting conditions. The service-based vesting condition for these awards is generally satisfied by rendering continuous service for four years, during which time the grants will vest quarterly.
The following table is a summary of RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 2022283,558 $43.76 
RSUs granted4,340,172 17.80
RSUs vested(452,477)23.07
RSUs forfeited(728,271)21.84
Balances as of January 31, 20233,442,982 $18.39 
The aggregate grant date fair value of the RSU awards granted was $77.2 million and $13.5 million during the years ended January 31, 2023 and 2022, respectively, which represents the fair value of the common stock on the date the service-based vesting awards were granted.
We recognized $15.3 million and $1.1 million in stock-based compensation expense related to service vesting-based RSUs during the years ended January 31, 2023 and 2022, respectively. As of January 31, 2023, there was $56.9 million of unrecognized compensation expense related to service-based RSUs expected to be recognized over a weighted-average vesting period of 3.2 years.
Market-Based RSUs
During the years ended January 31, 2023 and 2022, the Board of Directors granted restricted stock unit awards with market-based vesting conditions (“Market-based RSUs”) to certain executive officers and members of senior management pursuant to the 2021 Plan. The Market-based RSUs are comprised of four tranches that vest depending on a consecutive 60-trading day stock price target of the Company’s common stock. The grant fair value of each tranche was calculated using a Monte Carlo simulation model with the following assumptions:
Year Ended January 31,
20232022
Market-based awards:
Expected term (in years)4.75.0
Expected volatility63.0 %50.0 %
Risk-free interest rate2.9 %1.7 %
Dividend yield— — 
The following is a summary of market-based RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 20221,214,000 $6.48 
RSUs granted14,000 $5.30 
RSUs vested— $— 
RSUs forfeited(168,000)$6.48 
Balances as of January 31, 20231,060,000 $6.47 
The grant date fair value of market-based RSUs was estimated at $0.1 million and $7.9 million during the years ended January 31, 2023 and 2022, respectively, and is being expensed over the requisite service period of each tranche regardless of whether the market condition is satisfied.
Stock-based compensation expense related to market-based RSUs was $2.0 million during the year ended January 31, 2023. During the year ended January 31, 2022, stock-based compensation expense related to market-based RSUs was immaterial. As of January 31, 2023, there was $4.9 million of unrecognized compensation expense related to market-based RSUs expected to be recognized over an average vesting period of 2.7 years.
Determination of Fair Value
The Company estimates the fair value of stock options and purchase rights issued to employees under the ESPP using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield.
Expected term—The expected term represents the weighted-average period the stock options are expected to remain outstanding and is calculated using the simplified method, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option.
Expected volatility—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company does not have sufficient trading history for the Company’s common stock.
Risk-free interest rate—The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s awards.
Dividend yield—The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
Fair value of underlying common stock— Prior to the Company’s IPO, the fair value was determined by the Board of Directors with input from management and contemporaneous independent third-party valuations. Subsequent to the IPO, the fair value of the Company’s common stock is based on the daily average selling price on the Nasdaq Global Select Market.
The fair value of employee stock options was estimated using the following weighted-average assumptions:
Year Ended January 31,
202320222021
Stock Option Plans:
Expected term (in years)*6.16.1
Expected volatility*42.0 %40.0 %
Risk-free interest rate*1.0 %0.4 %
Dividend yield*— — 
*No stock options were granted during the year ended January 31, 2023.
The fair value of employee stock purchase rights for the offering period under the ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Year Ended January 31,
20232022
Employee Stock Purchase Plan:
Expected term (in years)0.91.0
Expected volatility63.0 %50.0 %
Risk-free interest rate0.6 %0.1 %
Dividend yield— — 
Stock-Based Compensation
Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):
Year Ended January 31,
202320222021
Cost of revenue—subscription$535 $196 $69 
Cost of revenue—services433 196 54 
Research and development7,937 3,343 1,316 
Sales and marketing9,426 3,968 1,536 
General and administrative7,390 3,047 1,696 
Restructuring65 — — 
Total stock-based compensation expense$25,786 $10,750 $4,671 
XML 32 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes
 12 Months Ended
Jan. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of income (loss) before income taxes were as follows (in thousands):
Year Ended January 31,
202320222021
United States$(75,449)$(61,180)$(42,232)
International7,993 3,966 3,293 
Total$(67,456)$(57,214)$(38,939)
The provision for income taxes consists of the following (in thousands):
Year Ended January 31,
202320222021
Current
Federal$— $— $— 
State65 58 53 
Foreign1,459 957 991 
1,524 1,015 1,044 
Deferred
Federal— — — 
State— — — 
Foreign(486)— — 
(486)— — 
Total provision for income taxes$1,038 $1,015 $1,044 
The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:
As of January 31,
202320222021
Provision for income taxes computed at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefits4.8 5.0 13.7 
Foreign rate differential1.6 0.2 (0.3)
Stock-based compensation(2.6)2.0 0.1 
Tax credits2.2 2.2 (0.1)
U.S. tax on foreign earnings(1.4)(0.2)1.1 
Change in valuation allowance(24.2)(31.2)(37.8)
Other(2.9)(0.8)(0.4)
Total(1.5)%(1.8)%(2.7)%
Significant components of the Company’s deferred tax assets are as follows (in thousands):
As of January 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$82,366 $80,434 
Tax credit carryforwards15,927 13,311 
Accruals and reserves4,076 2,541 
Interest carryforwards2,344 2,873 
Deferred revenue36 776 
Stock-based compensation3,302 2,680 
Capitalized research & development costs16,352 3,882 
Other32 6 
Gross deferred tax assets$124,435 $106,503 
Less: Valuation allowance(117,310)(100,983)
Total deferred tax assets$7,125 $5,520 
Deferred tax liabilities:
Deferred commissions$(4,993)$(4,858)
Other(1,646)(662)
Total deferred tax liabilities$(6,639)$(5,520)
Net deferred tax assets (liabilities)$486 $— 
A valuation allowance is provided when it is not more likely than not that some portion of the deferred tax assets will be realized. Management believes that, based on a number of factors, it is more likely than not that the U.S. federal and state net deferred tax assets will not be fully realized, thus a full valuation allowance has been recorded as of January 31, 2023, 2022 and 2021. A valuation allowance of $117.3 million, $101.0 million, and $83.1 million has been established by the Company as of January 31, 2023, 2022 and 2021, respectively. The change in the valuation allowance during the years ended January 31, 2023, 2022 and 2021 was an increase of $16.3 million, $17.9 million and $14.7 million, respectively, primarily due to additional losses.
As of January 31, 2023, the Company had net operating loss carryforwards of $324.4 million for U.S. federal and $178.5 million for U.S. state income tax purposes available to offset future taxable income. Of the Company’s U.S. federal NOLs, no amount may be carried forward indefinitely with no limitations when utilized, and $155.6 million may be carried forward indefinitely with utilization limited to 80% of taxable income. The remaining $168.8 million will begin to expire in 2028. The Company’s state NOLs carryforwards begin to expire in 2026.. As of January 31, 2023, the Company had federal and state research and development credits of $13.8 million and $12.6 million, respectively. The federal research and development credits will begin expiring in 2029. The state research and development credits are not currently subject to expiration. Utilization of the net operating loss and tax credit carryforwards may be subject to annual limitation due to
the ownership change limitations provided by the Code and similar state provisions. Such an annual limitation could result in the expiration of net operating loss and tax credit carryforwards before utilization.
Foreign withholding taxes have not been provided for the cumulative undistributed earnings of the Company’s foreign subsidiaries as of January 31, 2023 due to the Company’s intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not reasonably practicable.
The following table shows the changes in the gross unrecognized tax benefits (in thousands):
Year Ended January 31,
202320222021
Beginning balance$8,835 $7,162 $3,601 
Increase related to current year tax positions1,744 1,673 1,401 
Increase related to prior year tax positions— — 2,160 
Ending balance$10,579 $8,835 $7,162 
As of January 31, 2023, 2022 and 2021, no amount of unrecognized tax benefits, if recognized, would impact the Company’s effective tax rate.
There were no interest and penalties associated with unrecognized income tax benefits for the years ended January 31, 2023, 2022 and 2021.
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.
The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in various international jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by U.S. federal and state taxing authorities. Tax years 2015 and forward generally remain open for examination for foreign tax purposes.
XML 33 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring
 12 Months Ended
Jan. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
During the fourth quarter of the fiscal year ended January 31, 2023, the Company initiated a restructuring plan to improve operational efficiency. This resulted in severance costs and related costs and stock-based compensation related to modifications of vested awards granted to certain employees impacted by the restructuring plan.
Restructuring expense was as follows (in thousands):
Year Ended January 31, 2023
Employee severance and related costs1,598 
Stock-based compensation65 
Total restructuring charges1,663 
Restructuring Liabilities
Restructuring liabilities are reported within accrued expenses in the Consolidated Balance Sheets. The balance as of January 31, 2023 of $1.6 million is comprised of employee severance and related costs. An immaterial amount was paid during the year ended January 31, 2023.
XML 34 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Geographic Information
 12 Months Ended
Jan. 31, 2023
Segment Reporting [Abstract]  
Geographic Information Geographic Information
The following table depicts the disaggregation of revenue by geographic area based on the billing address of the customer (in thousands):
Year Ended January 31,
202320222021
United States$95,762 $77,074$66,737
International59,062 46,46836,548
Total$154,824$123,542$103,285
No individual foreign country contributed 10% or more of total revenue for the years ended January 31, 2023, 2022 and 2021.
As of January 31, 2023 and 2022, the majority of the Company’s long-lived assets, including operating lease ROU assets were located in the United States.
XML 35 R22.htm IDEA: XBRL DOCUMENT v3.23.1
Net Loss per Share
 12 Months Ended
Jan. 31, 2023
Earnings Per Share [Abstract]  
Net Loss per Share Net Loss per Share
Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.
The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):
Year Ended January 31,
202320222021
Numerator
Net loss$(68,494)$(58,229)$(39,983)
Cumulative dividends on Series G redeemable convertible preferred stock— (2,917)(4,076)
Net loss attributable to common stockholders$(68,494)$(61,146)$(44,059)
Denominator
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted44,787 25,777 5,717 
Net loss per share attributable to common stockholders, basic and diluted$(1.53)$(2.37)$(7.71)
The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):
Year Ended January 31,
202320222021
Stock options7,819 9,167 8,912 
RSUs4,499 1,498 — 
Employee stock purchase rights under the ESPP130 231 — 
Common stock warrants105 105 105 
Redeemable convertible preferred stock (on an if-converted basis)— — 26,513 
Total12,55311,00135,530
XML 36 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
 12 Months Ended
Jan. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Silicon Valley Bank
On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Thereafter, the FDIC transferred all deposits of SVB to a newly created bridge bank, named Silicon Valley Bridge Bank, N.A. (“SVBB”), providing all depositors access to their money beginning on March 13, 2023. On March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement for all deposits and loans of SVBB by First-Citizens Bank & Trust Company, Raleigh, North Carolina. The Company maintains certain operating accounts and has an undrawn revolving credit facility with the former SVB. The remainder of the Company’s cash, cash equivalents and short-term investments are held at other financial institutions or third-party custodians. The Company believes that its potential exposure to any loss related to its accounts with the former SVB would not be material.
Modification of Market-Based Awards
On March 20, 2023, the Board of Directors approved a modification of the Company’s 1,060,000 outstanding Market-based RSUs granted to certain executive officers and members of senior management.
The 840,000 awards granted to certain executive officers were modified from market-based vesting conditions to performance-based vesting conditions and will vest based on the Company achieving certain financial metrics over revised service periods. As of the modification date, total incremental stock-based compensation is approximately $6.0 million to be recognized over the revised service periods.
The 220,000 awards granted to certain members of senior management were modified to revise the 60-trading day stock price target of the Company’s common stock and the requisite service periods. As of the modification date, total incremental stock-based compensation is approximately $1.4 million to be recognized over the revised service periods.
XML 37 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year
Fiscal Year
The Company’s fiscal year ends on January 31. References to fiscal 2023, 2022 and 2021 refer to the years ended January 31, 2023, 2022 and 2021, respectively.
Segment Information
Segment Information
The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable.
The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.
Foreign Currency Foreign CurrencyThe reporting currency of the Company is the United States dollar (“U.S. dollar”). The functional currency of each of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in the consolidated statements of operations.
Revenue Recognition
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Revenue is derived from sales of subscriptions and services.
Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in the Company’s consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when the customer has received access to the software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of the Company’s revenue. Performance obligations related to the database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of the Company’s subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances. The Company typically bills subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly. “Other” revenue was not material for the years ended January 31, 2023, 2022 and 2021.
The Company’s services revenue is derived from professional services for the implementation or configuration of its platform and training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed. Revenue for training is recognized upon delivery.
The Company determines revenue recognition in accordance with ASC 606 through the following five steps:
•Identify the contract with a customer: The Company usually contracts with its customers using an order form that is governed by the Company’s standard electronic software licensing or master service agreement, or by the master sales agreement executed between the Company and the customer. A fully executed order form creates enforceable rights and obligations. The Company uses multiple factors such as historical payments experience, credit status and financial status in determining the customer’s ability to pay. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company uses factors such as timing of the contract, negotiation teams involved and additional subscriptions or services contracted to determine combination.
•Identify performance obligations in the contract: The Company enters into contracts that can include various combinations of products and services that are both (1) capable of being distinct, whereby the
customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company and (2) distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract.
•Determine transaction price: The transaction price is the consideration the Company expects to receive in exchange for those products or services. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).
•Allocate transaction price to the performance obligations in the contract: Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. The Company also considers if there are any additional material rights inherent in a contract, and if so, the Company allocates a portion of the transaction price to such rights based on SSP of the material right. When appropriate, the Company determines SSP based on the price at which the performance obligation has previously been sold through past transactions. The Company determines SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, the Company first allocates the transaction price to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price to the subscription. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
•Recognize revenue when or as the Company satisfies a performance obligation: The Company recognizes revenue upon transfer of control of promised products or services. Revenue is recognized based on type of performance obligation.
Allocation of Overhead Costs
Allocation of Overhead Costs
Overhead costs that are not substantially dedicated for use by a specific functional organization are allocated based on headcount. Such costs include costs associated with office facilities, depreciation and amortization of property and equipment and IT personnel-related costs and other expenses, such as software and subscription services.
Cost of Revenue
Cost of Revenue
Cost of subscription revenue consists primarily of personnel-related costs associated with the Company’s customer support organization, including salaries, benefits, bonuses and stock-based compensation, expenses associated with software and subscription services dedicated for use by the Company’s customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software and allocated overhead. There is no cost of revenue associated with the Company’s license revenue.
Cost of services revenue consists primarily of personnel-related costs associated with the Company’s professional services and training organization, including salaries, benefits, bonuses and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s service organization, travel-related expenses and allocated overhead.
Deferred Commissions
The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent entering into the contract with the customer. Commissions earned on the initial acquisition of a contract are amortized based on the expected future revenue stream over a period of benefit of three years. The Company determined the period of benefit by taking into consideration its customer contracts, its technological life and other factors. Commissions paid for renewal contracts are not commensurate with the commissions paid for initial acquisition of a contract and are amortized over the related contractual renewal period. The deferred commission amounts are recoverable through the future revenue streams under the customer contracts. Amortization of deferred commissions is included in sales and marketing expenses in the consolidated statements of operations. Impairment losses related to deferred sales commissions were immaterial for the years ended January 31, 2023, 2022 and 2021. Commissions that will be amortized within the next twelve months are classified as current with the remainder classified as non-current on the consolidated balance sheets.
Deferred Revenue
The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current with the remainder classified as deferred revenue, noncurrent on the consolidated balance sheets.
Advertising
Advertising
Advertising costs are charged to sales and marketing expenses in the consolidated statement of operations in the period incurred. These costs were not material for the years ended January 31, 2023, 2022 and 2021.
Stock-Based Compensation
Stock-Based Compensation
The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units, stock options, and the ESPP, to employees, consultants and nonemployee directors based on the estimated fair value of the awards on the grant date. The fair value of stock options and purchase rights under the ESPP are estimated using the Black-Scholes option-pricing model. The fair value of market-based performance restricted stock unit awards is estimated, at the date of grant, using the Monte Carlo Simulation Model. The Black-Scholes and Monte Carlo Simulation valuation models are affected by the fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends.
Stock-based compensation expense for restricted stock units and stock options is recognized over the requisite service period. Forfeitures are accounted for as they occur. For awards with only a service condition, the Company recognizes stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we recognize expense separately for each vesting tranche regardless of whether the market condition is satisfied. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the offering period.
Income Taxes
Income Taxes
The Company is subject to income taxes in the United States and certain foreign jurisdictions.
The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.
The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
Net Loss Per Share Attributable to Common Stockholders
Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares to the extent they are dilutive. For purposes of this calculation, stock options, redeemable convertible preferred stock, common stock warrants, RSUs and employee stock purchase rights under the ESPP are considered to be potentially dilutive shares but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash and cash equivalents.
Restricted Cash
Restricted Cash
Restricted cash is held in a money market account in connection with a lease agreement for the Company’s facilities. Restricted cash is included in other noncurrent assets on the consolidated balance sheets as the related lease expires more than one year from the balance sheet date.
Short-Term Investments
Short-Term Investments
The Company determines the appropriate classification of its investments at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as current assets on its consolidated balance sheets. These securities are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss). The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is more likely than not that the Company will sell the securities before the recovery of their cost basis. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in other income (expense), net, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).
Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Realized gains and losses for the years ended January 31, 2023, 2022 and 2021 were not material.
Accounts Receivable
Accounts Receivable
Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers and general economic conditions. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Actual write-offs may either be in excess of or less than the estimated allowance.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.
For its accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheet. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historically bad debts have not been material.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1:    Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2:    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
Computer equipment3 years
Furniture and fixtures5 years
Leasehold improvementsShorter of lease term or estimated useful life
Capitalized internal-use software3 years
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to expense in the consolidated statements of operations in the period incurred.
Capitalized Internal-Use Software
Capitalized Internal-Use Software
The Company capitalizes qualifying internal-use software development costs, including personnel-related costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.
Capitalized internal-use software costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized on a straight-line basis over their estimated useful life commencing when assets are initially placed into service for their intended use. Amortization expense of capitalized internal-use software costs was included in cost of subscription revenue in the consolidated statements of operations.
Lessor, Leases
Leases
Effective February 1, 2022, the consolidated financial statements reflect the adoption of ASC 842, Leases, using the modified retrospective method. Refer to Accounting Pronouncements Recently Adopted below regarding the adoption impact of ASC 842.
Lease right-of-use (“ROU”) assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that commenced prior to the adoption of ASC 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred during the years ended January 31, 2023, 2022 and 2021.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on the consolidated financial statements.
Leases: In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, Leases, which amends the existing accounting standards for leases. The new standard requires lessees to record a ROU asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023.
The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of twelve months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.
Accounting Pronouncements Not Yet Adopted
Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2023 and is evaluating the impact the adoption will have on the consolidated financial statements, however such impact is not expected to be material.
Fair Value Measurements
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts reflected on the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Changes in the Allowance for Doubtful Accounts
The following table presents the changes in the allowance for doubtful accounts (in thousands):
Year Ended January 31,
202320222021
Beginning balance$108 $73 $81 
Add: bad debt expense69 41 84 
Less: write-offs, net of recoveries(4)(6)(92)
Ending balance$173 $108 $73 
Schedule of Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
Computer equipment3 years
Furniture and fixtures5 years
Leasehold improvementsShorter of lease term or estimated useful life
Capitalized internal-use software3 years
Property and equipment, net consisted of the following (in thousands):
As of January 31,
20232022
Computer equipment$3,586 $3,711 
Furniture and fixtures342 412 
Capitalized internal-use software7,884 5,772 
Leasehold improvements1,889 1,582 
Construction in progress—capitalized internal-use software3,395 — 
Total gross property and equipment17,096 11,477 
Accumulated depreciation and amortization(9,666)(7,189)
Total property and equipment, net$7,430 $4,288 
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Cash Equivalents and Short-Term Investments (Tables)
 12 Months Ended
Jan. 31, 2023
Cash and Cash Equivalents [Abstract]  
Summary of Cash Equivalents and Short-term Investments
The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):
As of January 31, 2023
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$29,239 $— $— $29,239 
Corporate debt securities1,122 — — 1,122 
Total cash equivalents30,361 — — 30,361 
Short-Term Investments
U.S. government treasury securities71,981 1 (729)71,253 
Commercial paper31,500 — — 31,500 
Corporate debt securities11,952 — (50)11,902 
U.S. government agency securities7,839 3 (1)7,841 
Asset-backed securities5,391 — (31)5,360 
Total short-term investments128,663 4 (811)127,856 
Total$159,024 $4 $(811)$158,217 
As of January 31, 2022
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Cash Equivalents
Money market funds$86,505 $— $— $86,505 
Total cash equivalents86,505 — — 86,505 
Short-Term Investments
U.S. government treasury securities39,340 — (129)39,211 
Commercial paper40,966 — (1)40,965 
Corporate debt securities30,156 — (66)30,090 
Total short-term investments110,462 — (196)110,266 
Total$196,967 $— $(196)$196,771 
Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of January 31, 2023 and 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):
As of January 31, 2023
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(729)$64,397 $— $— $(729)$64,397 
Corporate debt securities(49)8,909 (1)1,999 (50)10,908 
U.S. government agency securities(1)1,918 — — (1)1,918 
Asset-backed securities(31)5,359 — — (31)5,359 
Total$(810)$80,583 $(1)$1,999 $(811)$82,582 
As of January 31, 2022
Less Than 12 Months12 Months or GreaterTotal
Unrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair Value
U.S. government treasury securities$(129)$39,211 $— $— $(129)$39,211 
Commercial paper(1)2,497 — — (1)2,497 
Corporate debt securities(66)30,090 — — (66)30,090 
Total$(196)$71,798 $— $— $(196)$71,798 
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements (Tables)
 12 Months Ended
Jan. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):
As of January 31, 2023
Level 1Level 2Total
Cash Equivalents
Money market funds$29,239 $— $29,239 
Corporate debt securities— 1,122 1,122 
Total cash equivalents29,239 1,122 30,361 
Short-Term Investments
U.S. government treasury securities— 71,253 71,253 
Commercial paper— 31,500 31,500 
Corporate debt securities— 11,902 11,902 
U.S. government agency securities— 7,841 7,841 
Asset-backed securities— 5,360 5,360 
Total short-term investments— 127,856 127,856 
Total$29,239 $128,978 $158,217 
As of January 31, 2022
Level 1Level 2Total
Cash Equivalents
Money market funds$86,505 $— $86,505 
Total cash equivalents86,505 — 86,505 
Short-Term Investments
U.S. government treasury securities— 39,211 39,211 
Commercial paper— 40,965 40,965 
Corporate debt securities— 30,090 30,090 
Total short-term investments— 110,266 110,266 
Total$86,505 $110,266 $196,771 
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components (Tables)
 12 Months Ended
Jan. 31, 2023
Balance Sheet Related Disclosures [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of January 31,
20232022
Prepaid expenses$4,140 $4,518 
Prepaid software2,560 2,297 
Other current assets1,534 1,744 
Total prepaid expenses and other current assets$8,234 $8,559 
Schedule of Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
Computer equipment3 years
Furniture and fixtures5 years
Leasehold improvementsShorter of lease term or estimated useful life
Capitalized internal-use software3 years
Property and equipment, net consisted of the following (in thousands):
As of January 31,
20232022
Computer equipment$3,586 $3,711 
Furniture and fixtures342 412 
Capitalized internal-use software7,884 5,772 
Leasehold improvements1,889 1,582 
Construction in progress—capitalized internal-use software3,395 — 
Total gross property and equipment17,096 11,477 
Accumulated depreciation and amortization(9,666)(7,189)
Total property and equipment, net$7,430 $4,288 
Schedule of Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
As of January 31,
20232022
Accrued bonus$5,944 $5,557 
Accrued commissions3,593 4,226 
Accrued payroll and benefits1,995 2,863 
Employee contributions under the ESPP1,109 3,497 
Total accrued compensation and benefits$12,641 $16,143 
Schedule of Other Accrued Liabilities
Other accrued liabilities consisted of the following (in thousands):
As of January 31,
20232022
Accrued professional fees$1,020 $717 
Sales and value added tax payable737 671 
Income taxes payable743 414 
Accrued restructuring1,567 — 
Other2,009 1,429 
Total other accrued liabilities$6,076 $3,231 
XML 42 R29.htm IDEA: XBRL DOCUMENT v3.23.1
Deferred Revenue and Remaining Performance Obligations (Tables)
 12 Months Ended
Jan. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Deferred Revenue Balances and Changes in Deferred Revenues Balances
The following table presents the deferred revenue balances (in thousands):
As of January 31,
20232022
Deferred revenue, current$71,716 $69,010 
Deferred revenue, noncurrent3,275 2,713 
Total deferred revenue$74,991 $71,723 
Changes in the deferred revenue balances during the years ended January 31, 2023 and 2022 were as follows (in thousands):
Year Ended January 31,
20232022
Beginning balance$71,723 $61,710 
Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year(66,480)(57,809)
Increases due to invoicing prior to satisfaction of performance obligations69,748 67,822 
Ending balance$74,991 $71,723 
XML 43 R30.htm IDEA: XBRL DOCUMENT v3.23.1
Leases (Tables)
 12 Months Ended
Jan. 31, 2023
Leases [Abstract]  
Schedule of Supplemental Cash Flow Related to Leases
The following table presents supplemental cash flow information related to leases (in thousands):
Year Ended January 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$3,169 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$2,811 
Schedule of Supplemental Balance Sheet Information The following table presents supplemental balance sheet information related to operating leases (in thousands, except for lease term and discount rate):
As of January 31, 2023
Operating lease right-of-use assets$6,940
Operating lease liabilities$3,117
Operating lease liabilities, noncurrent4,543
Total operating lease liabilities$7,660
Weighted-average remaining lease term2.7 years
Weighted-average discount rate3.8 %
Schedule of Operating Lease Maturities
As of January 31, 2023, remaining maturities of operating lease liabilities were as follows (in thousands):
PeriodOperating Leases
Fiscal 2024$3,309
Fiscal 20252,975
Fiscal 20261,172
Fiscal 2027352
Fiscal 2028 and thereafter251
Total lease payments8,059
Less: imputed interest(399)
Total$7,660
Schedule of Future Net Minimum Lease Payments
Future minimum lease payments under non-cancelable operating leases as of January 31, 2022 under ASC 840 were as follows (in thousands):
Year Ending January 31,Operating Leases
2023$2,845
20242,638
20252,178
2026362
2027 and thereafter—
Total$8,023
XML 44 R31.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments and Contingencies (Tables)
 12 Months Ended
Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Payments  Non-cancelable Purchase Commitments
Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2023 are presented in the table below (in thousands):
Minimum
Annual
Commitments
Year Ending January 31,
2024$13,358 
202515,141 
202616,881 
202714,167 
2028 and thereafter15,084 
Total$74,631 
XML 45 R32.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity (Deficit) and Employee Incentive Plans (Tables)
 12 Months Ended
Jan. 31, 2023
Equity And Compensation Related Costs Share Based Payments [Abstract]  
Summary of Reserved Common Stock for Future Issuance
As of January 31, 2023, the Company has reserved common stock for future issuance as follows:
January 31, 2023January 31, 2022
Stock options outstanding7,819,480 9,167,495 
Shares available for future issuance under the 2021 Plan2,063,716 2,798,981 
Restricted stock units issued and outstanding4,502,982 1,497,558 
Shares available for future issuance under the 2023 Inducement Plan1,300,000 — 
ESPP954,159 830,000 
Common stock warrants105,350 105,350 
Total16,745,687 14,399,384 
Summary of Stock Option Activity under Stock Plans
The following table summarizes stock option activity under the Stock Plans for the year ended January 31, 2023 (aggregate intrinsic value in thousands):
Options Outstanding
Number of
Options		Weighted-
Average
Exercise
Price		Weighted-
Average
Contractual
Term		Aggregate
Intrinsic
Value
Balances as of January 31, 20229,150,821 $9.76 6.53$126,368 
Options exercised(801,079)$6.40 
Options granted— $— 
Options cancelled(530,262)$14.54 
Balances as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and expected to vest as of January 31, 20237,819,480 $9.78 5.21$51,606 
Options vested and exercisable as of January 31, 20236,525,570 $8.27 4.69$48,560 
Share-based Payment Arrangement, Restricted Stock Unit, Activity
The following table is a summary of RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 2022283,558 $43.76 
RSUs granted4,340,172 17.80
RSUs vested(452,477)23.07
RSUs forfeited(728,271)21.84
Balances as of January 31, 20233,442,982 $18.39 
The following is a summary of market-based RSU activity for the year ended January 31, 2023:
RSUs Outstanding
Number of RSUsWeighted Average Grant Date Fair Value Per Share
Balances as of January 31, 20221,214,000 $6.48 
RSUs granted14,000 $5.30 
RSUs vested— $— 
RSUs forfeited(168,000)$6.48 
Balances as of January 31, 20231,060,000 $6.47 
Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions The grant fair value of each tranche was calculated using a Monte Carlo simulation model with the following assumptions:
Year Ended January 31,
20232022
Market-based awards:
Expected term (in years)4.75.0
Expected volatility63.0 %50.0 %
Risk-free interest rate2.9 %1.7 %
Dividend yield— — 
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair value of employee stock options was estimated using the following weighted-average assumptions:
Year Ended January 31,
202320222021
Stock Option Plans:
Expected term (in years)*6.16.1
Expected volatility*42.0 %40.0 %
Risk-free interest rate*1.0 %0.4 %
Dividend yield*— — 
*No stock options were granted during the year ended January 31, 2023.
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
The fair value of employee stock purchase rights for the offering period under the ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Year Ended January 31,
20232022
Employee Stock Purchase Plan:
Expected term (in years)0.91.0
Expected volatility63.0 %50.0 %
Risk-free interest rate0.6 %0.1 %
Dividend yield— — 
Schedule of Stock-Based Compensation Expense
Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):
Year Ended January 31,
202320222021
Cost of revenue—subscription$535 $196 $69 
Cost of revenue—services433 196 54 
Research and development7,937 3,343 1,316 
Sales and marketing9,426 3,968 1,536 
General and administrative7,390 3,047 1,696 
Restructuring65 — — 
Total stock-based compensation expense$25,786 $10,750 $4,671 
XML 46 R33.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes (Tables)
 12 Months Ended
Jan. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Before Income Taxes
The components of income (loss) before income taxes were as follows (in thousands):
Year Ended January 31,
202320222021
United States$(75,449)$(61,180)$(42,232)
International7,993 3,966 3,293 
Total$(67,456)$(57,214)$(38,939)
Schedule of Income Tax Expense
The provision for income taxes consists of the following (in thousands):
Year Ended January 31,
202320222021
Current
Federal$— $— $— 
State65 58 53 
Foreign1,459 957 991 
1,524 1,015 1,044 
Deferred
Federal— — — 
State— — — 
Foreign(486)— — 
(486)— — 
Total provision for income taxes$1,038 $1,015 $1,044 
Schedule of Effective Income Tax Rate Reconciliation
The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:
As of January 31,
202320222021
Provision for income taxes computed at federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefits4.8 5.0 13.7 
Foreign rate differential1.6 0.2 (0.3)
Stock-based compensation(2.6)2.0 0.1 
Tax credits2.2 2.2 (0.1)
U.S. tax on foreign earnings(1.4)(0.2)1.1 
Change in valuation allowance(24.2)(31.2)(37.8)
Other(2.9)(0.8)(0.4)
Total(1.5)%(1.8)%(2.7)%
Schedule of Deferred Tax Assets
Significant components of the Company’s deferred tax assets are as follows (in thousands):
As of January 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$82,366 $80,434 
Tax credit carryforwards15,927 13,311 
Accruals and reserves4,076 2,541 
Interest carryforwards2,344 2,873 
Deferred revenue36 776 
Stock-based compensation3,302 2,680 
Capitalized research & development costs16,352 3,882 
Other32 6 
Gross deferred tax assets$124,435 $106,503 
Less: Valuation allowance(117,310)(100,983)
Total deferred tax assets$7,125 $5,520 
Deferred tax liabilities:
Deferred commissions$(4,993)$(4,858)
Other(1,646)(662)
Total deferred tax liabilities$(6,639)$(5,520)
Net deferred tax assets (liabilities)$486 $— 
Schedule of Unrecognized Tax Benefits
The following table shows the changes in the gross unrecognized tax benefits (in thousands):
Year Ended January 31,
202320222021
Beginning balance$8,835 $7,162 $3,601 
Increase related to current year tax positions1,744 1,673 1,401 
Increase related to prior year tax positions— — 2,160 
Ending balance$10,579 $8,835 $7,162 
XML 47 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring (Tables)
 12 Months Ended
Jan. 31, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Expense
Restructuring expense was as follows (in thousands):
Year Ended January 31, 2023
Employee severance and related costs1,598 
Stock-based compensation65 
Total restructuring charges1,663 
XML 48 R35.htm IDEA: XBRL DOCUMENT v3.23.1
Geographic Information (Tables)
 12 Months Ended
Jan. 31, 2023
Segment Reporting [Abstract]  
Schedule of Disaggregation of Revenue by Geographic Area
The following table depicts the disaggregation of revenue by geographic area based on the billing address of the customer (in thousands):
Year Ended January 31,
202320222021
United States$95,762 $77,074$66,737
International59,062 46,46836,548
Total$154,824$123,542$103,285
XML 49 R36.htm IDEA: XBRL DOCUMENT v3.23.1
Net Loss per Share (Tables)
 12 Months Ended
Jan. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):
Year Ended January 31,
202320222021
Numerator
Net loss$(68,494)$(58,229)$(39,983)
Cumulative dividends on Series G redeemable convertible preferred stock— (2,917)(4,076)
Net loss attributable to common stockholders$(68,494)$(61,146)$(44,059)
Denominator
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted44,787 25,777 5,717 
Net loss per share attributable to common stockholders, basic and diluted$(1.53)$(2.37)$(7.71)
Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share
The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):
Year Ended January 31,
202320222021
Stock options7,819 9,167 8,912 
RSUs4,499 1,498 — 
Employee stock purchase rights under the ESPP130 231 — 
Common stock warrants105 105 105 
Redeemable convertible preferred stock (on an if-converted basis)— — 26,513 
Total12,55311,00135,530
XML 50 R37.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)
 1 Months Ended 12 Months Ended
Jul. 26, 2021
shares
Jul. 31, 2021
USD ($)
$ / shares
shares
Jun. 30, 2021
Jan. 31, 2023
USD ($)
customer
shares
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
Feb. 01, 2022
USD ($)
Basis Of Presentation And Summary Of Significant Accounting Policies              
Consideration received on transaction   $ 214,900,000          
Conversion of convertible securities (in shares) | shares   26,710,600,000,000          
Preferred stock and dividend features converted into common stock (in shares) | shares   640,387,000,000          
Foreign currency transaction gain (loss)       $ (500,000) $ (400,000) $ 900,000  
Advertising costs       0 0 0  
Accounts receivable, net       0 0    
Impairment of long-lived assets       $ 0 0 0  
Expected future revenue stream of benefit, period       3 years      
Deferred sales commission, impairment loss       $ 0 0 $ 0  
Operating lease right-of-use assets       6,940,000 $ 0   $ 6,700,000
Operating lease, liability       $ 7,660,000     7,500,000
Deferred rent credit             $ 800,000
Revenue Benchmark | Customer Concentration Risk | Customer A              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Concentration risk, percentage       10.00% 10.00% 10.00%  
Accounts Receivable | Customer Concentration Risk | Customer A              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Concentration risk, percentage       12.00%      
Number of customers | customer       1      
Minimum              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Intangible asset, useful life       1 year      
Maximum              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Intangible asset, useful life       3 years      
Common Stock              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Reverse stock split of outstanding common stock     2.5        
IPO              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Number of common stock for sale and issuance (in shares) | shares   9,589,999,000,000   0      
Common stock public offering price per share (in dollar per share) | $ / shares   $ 24,000,000.00          
Conversion of convertible securities (in shares) | shares 26,710,600            
Over-Allotment Option              
Basis Of Presentation And Summary Of Significant Accounting Policies              
Number of common stock for sale and issuance (in shares) | shares   1,250,869,000,000          
XML 51 R38.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Accounts Receivable, Allowance for Credit Loss      
Beginning balance $ 108 $ 73 $ 81
Add: bad debt expense 69 41 84
Less: write-offs, net of recoveries (4) (6) (92)
Ending balance $ 173 $ 108 $ 73
XML 52 R39.htm IDEA: XBRL DOCUMENT v3.23.1
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details)
 12 Months Ended
Jan. 31, 2023
Computer equipment  
Property, Plant and Equipment  
Property, plant and equipment, useful life 3 years
Furniture and fixtures  
Property, Plant and Equipment  
Property, plant and equipment, useful life 5 years
Capitalized internal-use software  
Property, Plant and Equipment  
Property, plant and equipment, useful life 3 years
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.23.1
Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Cash and Cash Equivalents    
Cash equivalents, amortized cost $ 30,361 $ 86,505
Cash equivalents, estimated fair value 30,361 86,505
Short-Term Investments    
Amortized Cost 128,663 110,462
Gross Unrealized Gains 4 0
Gross Unrealized Losses (811) (196)
Estimated Fair Value 127,856 110,266
Amortized Cost 159,024 196,967
Estimated Fair Value 158,217 196,771
U.S. government treasury securities    
Short-Term Investments    
Amortized Cost 71,981 39,340
Gross Unrealized Gains 1 0
Gross Unrealized Losses (729) (129)
Estimated Fair Value 71,253 39,211
Commercial paper    
Short-Term Investments    
Amortized Cost 31,500 40,966
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 (1)
Estimated Fair Value 31,500 40,965
Corporate debt securities    
Short-Term Investments    
Amortized Cost 11,952 30,156
Gross Unrealized Gains 0 0
Gross Unrealized Losses (50) (66)
Estimated Fair Value 11,902 30,090
U.S. government agency securities    
Short-Term Investments    
Amortized Cost 7,839  
Gross Unrealized Gains 3  
Gross Unrealized Losses (1)  
Estimated Fair Value 7,841  
Asset-backed securities    
Short-Term Investments    
Amortized Cost 5,391  
Gross Unrealized Gains 0  
Gross Unrealized Losses (31)  
Estimated Fair Value 5,360  
Money market funds    
Cash and Cash Equivalents    
Cash equivalents, amortized cost 29,239 86,505
Cash equivalents, estimated fair value 29,239 $ 86,505
Corporate debt securities    
Cash and Cash Equivalents    
Cash equivalents, amortized cost 1,122  
Cash equivalents, estimated fair value $ 1,122  
XML 54 R41.htm IDEA: XBRL DOCUMENT v3.23.1
Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses $ (810) $ (196)
Short-term investments, less than 12 months, fair value 80,583 71,798
Short-term investments,12 months or greater, unrealized Losses (1) 0
Short-term investments, 12 months or greater, fair value 1,999 0
Short-term investments, unrealized Losses (811) (196)
Short-term investments, fair value 82,582 71,798
U.S. government treasury securities    
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses (729) (129)
Short-term investments, less than 12 months, fair value 64,397 39,211
Short-term investments,12 months or greater, unrealized Losses 0 0
Short-term investments, 12 months or greater, fair value 0 0
Short-term investments, unrealized Losses (729) (129)
Short-term investments, fair value 64,397 39,211
Commercial paper    
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses   (1)
Short-term investments, less than 12 months, fair value   2,497
Short-term investments,12 months or greater, unrealized Losses   0
Short-term investments, 12 months or greater, fair value   0
Short-term investments, unrealized Losses   (1)
Short-term investments, fair value   2,497
Corporate debt securities    
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses (49) (66)
Short-term investments, less than 12 months, fair value 8,909 30,090
Short-term investments,12 months or greater, unrealized Losses (1) 0
Short-term investments, 12 months or greater, fair value 1,999 0
Short-term investments, unrealized Losses (50) (66)
Short-term investments, fair value 10,908 $ 30,090
U.S. government agency securities    
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses (1)  
Short-term investments, less than 12 months, fair value 1,918  
Short-term investments,12 months or greater, unrealized Losses 0  
Short-term investments, 12 months or greater, fair value 0  
Short-term investments, unrealized Losses (1)  
Short-term investments, fair value 1,918  
Asset-backed securities    
Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]    
Short-term investments, less than 12 months, unrealized Losses (31)  
Short-term investments, less than 12 months, fair value 5,359  
Short-term investments,12 months or greater, unrealized Losses 0  
Short-term investments, 12 months or greater, fair value 0  
Short-term investments, unrealized Losses (31)  
Short-term investments, fair value $ 5,359  
XML 55 R42.htm IDEA: XBRL DOCUMENT v3.23.1
Cash Equivalents and Short Term Investments - Additional Information (Details)
 12 Months Ended
Jan. 31, 2023
USD ($)
investment
Jan. 31, 2022
USD ($)
investment
Jan. 31, 2021
USD ($)
Cash and Cash Equivalents [Abstract]      
Reclassify from accumulated other comprehensive income (loss) $ 0 $ 0 $ 0
Contractual maturity in one year 122,000,000 108,300,000  
Contractual maturity greater than one year $ 5,900,000 $ 2,000,000  
Number of short-term investments in unrealized loss position | Investment | investment 27 25  
Impairment of short-term investments $ 0 $ 0 $ 0
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents $ 30,361 $ 86,505
Total short-term investments 127,856 110,266
U.S. government treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 71,253 39,211
Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 31,500 40,965
Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 11,902 30,090
U.S. government agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 7,841  
Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 5,360  
Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 29,239 86,505
Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 1,122  
Fair Value, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 30,361 86,505
Total short-term investments 127,856 110,266
Total 158,217 196,771
Fair Value, Recurring | U.S. government treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 71,253 39,211
Fair Value, Recurring | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 31,500 40,965
Fair Value, Recurring | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 11,902 30,090
Fair Value, Recurring | U.S. government agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 7,841  
Fair Value, Recurring | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 5,360  
Fair Value, Recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 29,239 86,505
Total short-term investments 0 0
Total 29,239 86,505
Fair Value, Recurring | Level 1 | U.S. government treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 0 0
Fair Value, Recurring | Level 1 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 0 0
Fair Value, Recurring | Level 1 | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 0 0
Fair Value, Recurring | Level 1 | U.S. government agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 0  
Fair Value, Recurring | Level 1 | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 0  
Fair Value, Recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 1,122 0
Total short-term investments 127,856 110,266
Total 128,978 110,266
Fair Value, Recurring | Level 2 | U.S. government treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 71,253 39,211
Fair Value, Recurring | Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 31,500 40,965
Fair Value, Recurring | Level 2 | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 11,902 30,090
Fair Value, Recurring | Level 2 | U.S. government agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 7,841  
Fair Value, Recurring | Level 2 | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total short-term investments 5,360  
Fair Value, Recurring | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 29,239 86,505
Fair Value, Recurring | Money market funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 29,239 86,505
Fair Value, Recurring | Money market funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 0 $ 0
Fair Value, Recurring | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 1,122  
Fair Value, Recurring | Corporate debt securities | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents 0  
Fair Value, Recurring | Corporate debt securities | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis    
Total cash equivalents $ 1,122  
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Prepaid Expense and Other Current Assets    
Prepaid expenses $ 4,140 $ 4,518
Prepaid software 2,560 2,297
Other current assets 1,534 1,744
Total prepaid expenses and other current assets $ 8,234 $ 8,559
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Property, Plant and Equipment    
Total gross property and equipment $ 17,096 $ 11,477
Accumulated depreciation and amortization (9,666) (7,189)
Total property and equipment, net 7,430 4,288
Computer equipment    
Property, Plant and Equipment    
Total gross property and equipment 3,586 3,711
Furniture and fixtures    
Property, Plant and Equipment    
Total gross property and equipment 342 412
Capitalized internal-use software    
Property, Plant and Equipment    
Total gross property and equipment 7,884 5,772
Leasehold improvements    
Property, Plant and Equipment    
Total gross property and equipment 1,889 1,582
Construction in progress—capitalized internal-use software    
Property, Plant and Equipment    
Total gross property and equipment $ 3,395 $ 0
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components - Additional Information of Property and Equipment Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Property, Plant and Equipment      
Depreciation and amortization $ 3,171 $ 2,824 $ 2,006
Capitalized internal-use software      
Property, Plant and Equipment      
Depreciation and amortization $ 2,200 $ 1,900 $ 1,100
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Accrued Compensation and Benefits    
Accrued bonus $ 5,944 $ 5,557
Accrued commissions 3,593 4,226
Accrued payroll and benefits 1,995 2,863
Employee contributions under the ESPP 1,109 3,497
Total accrued compensation and benefits $ 12,641 $ 16,143
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet Components - Schedule of Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Other Accrued Liabilities    
Accrued professional fees $ 1,020 $ 717
Sales and value added tax payable 737 671
Income taxes payable 743 414
Accrued restructuring 1,567 0
Other 2,009 1,429
Total other accrued liabilities $ 6,076 $ 3,231
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.23.1
Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Contract with Customer, Liability      
Deferred revenue $ 71,716 $ 69,010  
Deferred revenue, noncurrent 3,275 2,713  
Total deferred revenue $ 74,991 $ 71,723 $ 61,710
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.23.1
Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Change In Contract With Customer Liability    
Beginning balance $ 71,723 $ 61,710
Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year (66,480) (57,809)
Increases due to invoicing prior to satisfaction of performance obligations 69,748 67,822
Ending balance $ 74,991 $ 71,723
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.23.1
Deferred Revenue and Remaining Performance Obligations - Additional Information (Details)
$ in Millions
Jan. 31, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Remaining performance obligation $ 165.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Remaining performance obligation $ 117.2
Revenue expected to be recognized from remaining performance obligations, period 12 months
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.23.1
Debt - Additional Information (Details) - USD ($)
 1 Months Ended 12 Months Ended
Jan. 31, 2021
Nov. 30, 2017
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Jun. 30, 2020
Apr. 30, 2019
Nov. 30, 2018
Debt Instrument                
Interest expense, debt     $ (101,000) $ (656,000) $ (6,970,000)      
Effective interest rate (as a percent)       4.10% 16.00%      
Fair value of common stock             $ 400,000  
Credit Facility                
Debt Instrument                
Maximum borrowing capacity $ 40,000,000 $ 10,000,000     $ 40,000,000   $ 10,000,000 $ 15,000,000
Borrowed line of credit $ 25,000,000              
Fee payable on unused portion of line of credit (as a percent) 0.25%              
Line of credit facility adjusted quick ratio 1.15              
Repayment of outstanding principal amount       $ 25,000,000        
Current borrowing capacity     $ 40,000,000          
Credit Facility | Minimum                
Debt Instrument                
Line of credit facility termination fee (as a percent) 0.50%              
Credit Facility | Maximum                
Debt Instrument                
Line of credit facility termination fee (as a percent) 1.00%              
Credit Facility | Prime Rate                
Debt Instrument                
Variable rate (as a percent) 0.50% 0.50%            
Amended Loan | Loans Payable                
Debt Instrument                
Maximum borrowing capacity           $ 25,000,000    
Warrants issued to purchase common stock (in shares)             105,350  
Exercise price of warrants or rights (in dollars per share)             $ 7.48  
Warrants exercisable period (in years)             10 years  
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Narrative (Details)
$ in Millions
 12 Months Ended
Jan. 31, 2023
USD ($)
Lessee, Lease, Description  
Operating lease cost $ 2.9
Variable lease cost 0.8
Short-term lease cost $ 0.3
Maximum  
Lessee, Lease, Description  
Lease term (up to) (in years) 3 years
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Schedule of Supplemental Cash Flow Related to Leases (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
USD ($)
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash outflows from operating leases $ 3,169
Right-of-use assets obtained in exchange for lease obligations:  
Operating leases $ 2,811
XML 68 R55.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Feb. 01, 2022
Jan. 31, 2022
Operating Lease, Assets And Liabilities, Lessee [Abstract]      
Operating lease right-of-use assets $ 6,940 $ 6,700 $ 0
Operating lease liabilities 3,117   0
Operating lease liabilities, noncurrent 4,543   $ 0
Total operating lease liabilities $ 7,660 $ 7,500  
Weighted-average remaining lease term (term) 2 years 8 months 12 days    
Weighted-average discount rate (percent) 3.80%    
XML 69 R56.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Schedule of Operating Lease Maturities (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Feb. 01, 2022
Operating Leases    
Fiscal 2024 $ 3,309  
Fiscal 2025 2,975  
Fiscal 2026 1,172  
Fiscal 2027 352  
Fiscal 2028 and thereafter 251  
Total lease payments 8,059  
Less: imputed interest (399)  
Operating lease, liability $ 7,660 $ 7,500
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.23.1
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details)
$ in Thousands
Jan. 31, 2022
USD ($)
Minimum Annual Commitments  
2023 $ 2,845
2024 2,638
2025 2,178
2026 362
2027 and thereafter 0
Total $ 8,023
XML 71 R58.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details)
$ in Thousands
Jan. 31, 2023
USD ($)
Minimum Annual Commitments  
2024 $ 13,358
2025 15,141
2026 16,881
2027 14,167
2028 and thereafter 15,084
Total $ 74,631
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity (Deficit) and Employee Incentive Plans - Additional Information (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Mar. 21, 2022
period
Jul. 26, 2021
USD ($)
$ / shares
shares
Jan. 31, 2018
shares
Jul. 31, 2021
participant
shares
Jan. 31, 2023
USD ($)
vote
$ / shares
shares
Jan. 31, 2022
USD ($)
$ / shares
shares
Jan. 31, 2021
USD ($)
$ / shares
Jan. 12, 2023
shares
Share-based Compensation Arrangement by Share-based Payment Award                
Conversion of convertible securities (in shares)       26,710,600,000,000        
Preferred stock, shares authorized (in shares)         200,000,000 200,000,000    
Preferred stock, par value (in dollars per share) | $ / shares         $ 0.00001 $ 0.00001    
Common stock, shares authorized (in shares)         1,000,000,000 1,000,000,000    
Common stock, par value (in dollars per share) | $ / shares         $ 0.00001 $ 0.00001    
Number of vote | vote         1      
Dividend declared (in dollars per share) | $ / shares         $ 0 $ 0    
Number of shares reserved common stock for future issuance (in shares)         16,745,687 14,399,384    
Initial offering period duration         24 months      
Initial offering number of purchase periods | period 4              
Total stock-based compensation expense | $         $ 25,786 $ 10,750 $ 4,671  
Stock-based compensation, net of amounts capitalized | $         $ 25,786 $ 10,750 4,671  
Stock options outstanding                
Share-based Compensation Arrangement by Share-based Payment Award                
Number of shares reserved common stock for future issuance (in shares)         7,819,480 9,167,495    
Total stock-based compensation expense | $         $ 6,400 $ 7,500 $ 4,700  
Unrecognized stock-based compensation expense related to unvested stock options | $         $ 8,800      
Stock-based compensation expected to be recognized weighted-average period (in years)         1 year 8 months 12 days      
Options granted (in shares)         0      
Option granted weighted-average grant-date fair value (in dollar per share) | $ / shares           $ 9.30 $ 3.18  
Aggregate intrinsic value of options exercised | $         $ 9,300 $ 28,200 $ 3,600  
Issuance of common stock upon exercise of stock, Shares         801,079      
Stock options outstanding | Third Party                
Share-based Compensation Arrangement by Share-based Payment Award                
Options granted (in shares)     40,646          
Issuance of common stock upon exercise of stock, Shares         16,674      
Cumulative shares exercised (in shares)         40,646      
Service-Based Restricted Stock Units (RSUs)                
Share-based Compensation Arrangement by Share-based Payment Award                
Total stock-based compensation expense | $         $ 15,300 1,100    
Stock-based compensation expected to be recognized weighted-average period (in years)         3 years 2 months 12 days      
Award requisite service period (in years)         4 years      
Aggregate fair value of RSU granted | $         $ 77,200 13,500    
Unrecognized stock-based compensation expense related to service vesting-based RSUs | $         $ 56,900      
Market-Based Restricted Stock Units (RSUs)                
Share-based Compensation Arrangement by Share-based Payment Award                
Stock-based compensation expected to be recognized weighted-average period (in years)         2 years 8 months 12 days      
Aggregate fair value of RSU granted | $         $ 100 $ 7,900    
Stock-based compensation, net of amounts capitalized | $         2,000      
Unrecognized stock-based compensation expense related to service vesting-based RSUs | $         $ 4,900      
2021 Plan                
Share-based Compensation Arrangement by Share-based Payment Award                
Share-based compensation granted expiration period (in years)         10 years      
Share-based compensation vesting period (in years)         4 years      
Share-based compensation available for grant (in shares)         2,100,000      
Number of shares reserved common stock for future issuance (in shares)         4,120,000      
Share-based compensation percentage of outstanding stock (as a percent)         5.00%      
2021 Plan | First Anniversary                
Share-based Compensation Arrangement by Share-based Payment Award                
Share-based compensation vesting rights (as a percent)         25.00%      
2021 Plan | Second Anniversary                
Share-based Compensation Arrangement by Share-based Payment Award                
Share-based compensation vesting rights (as a percent)         2.08%      
2023 Plan                
Share-based Compensation Arrangement by Share-based Payment Award                
Number of shares authorized (in shares)               1,300,000
Employee stock purchase rights under the ESPP                
Share-based Compensation Arrangement by Share-based Payment Award                
Employee maximum contribution (as a percent)       15.00%        
Discount rate on market value of share, percentage       85.00%        
Number of participant may purchase more than 1000 shares | participant       0        
Total stock-based compensation expense | $         $ 2,000      
Employee contributions under the ESPP | $         1,100      
Unrecognized stock-based compensation expense related to unvested stock options | $         $ 700      
Stock-based compensation expected to be recognized weighted-average period (in years)         7 months 6 days      
Share purchases related to ESPP (in shares)         314,315      
IPO                
Share-based Compensation Arrangement by Share-based Payment Award                
Conversion of convertible securities (in shares)   26,710,600            
Additional redeemable convertible preferred stock converted into shares of common stock   640,387            
Number of shares outstanding (in shares)         0      
Number of common stock for sale and issuance (in shares)       9,589,999,000,000 0      
Preferred stock, shares authorized (in shares)   200,000,000            
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.00001            
IPO | Series E                
Share-based Compensation Arrangement by Share-based Payment Award                
Additional redeemable convertible preferred stock converted into shares of common stock   162,032            
Redeemable convertible preferred stock carrying amount | $   $ 259,800            
IPO | Series G                
Share-based Compensation Arrangement by Share-based Payment Award                
Additional redeemable convertible preferred stock converted into shares of common stock   478,355            
XML 73 R60.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders’ Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details) - shares
Jan. 31, 2023
Jan. 31, 2022
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 16,745,687 14,399,384
2021 Plan    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 4,120,000  
Stock options outstanding    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 7,819,480 9,167,495
Restricted stock units issued and outstanding    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 4,502,982 1,497,558
Shares available for future issuance under the 2023 Inducement Plan | 2021 Plan    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 2,063,716 2,798,981
Shares available for future issuance under the 2023 Inducement Plan | 2023 Plan    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 1,300,000 0
ESPP    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 954,159 830,000
Common stock warrants    
Class of Stock    
Number of shares reserved common stock for future issuance (in shares) 105,350 105,350
XML 74 R61.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details) - Stock options outstanding - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Options Outstanding, Number of Options    
Beginning balance (in shares) 9,150,821  
Options exercised (in shares) (801,079)  
Options granted (in shares) 0  
Options cancelled (in shares) (530,262)  
Ending balance (in shares) 7,819,480 9,150,821
Options vested and expected to vest as of January 31, 2022 (in shares) 7,819,480  
Options vested and exercisable as of January 31, 2022 (in shares) 6,525,570  
Options Outstanding, Weighted Average Exercise Price    
Beginning balance (in dollars per share) $ 9.76  
Options exercised (in dollars per share) 6.40  
Options granted (in dollars per share) 0  
Options cancelled (in dollars per share) 14.54  
Ending balance (in dollars per share) 9.78 $ 9.76
Options vested and expected to vest as of January 31, 2022 (in dollars per share) 9.78  
Options vested and exercisable as of January 31, 2022 (in dollars per share) $ 8.27  
Stock Options Additional Disclosures    
Options outstanding, weighted average remaining contractual term (in years) 5 years 2 months 15 days 6 years 6 months 10 days
Options vested and expected to vest, weighted-average contractual term (in years) 5 years 2 months 15 days  
Options vested and exercisable, weighted-average contractual term (in years) 4 years 8 months 8 days  
Options outstanding, aggregate intrinsic value $ 51,606 $ 126,368
Options vested and expected to vest, aggregate intrinsic value 51,606  
Options vested and exercisable, aggregate intrinsic value $ 48,560  
XML 75 R62.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details)
 12 Months Ended
Jan. 31, 2023
$ / shares
shares
RSUs Outstanding, Number of RSUs  
Ending balance (in shares) | shares 3,442,982
RSUs Outstanding, Weighted Average Grant Date Fair Value Per Share  
Ending balance (in dollars per share) | $ / shares $ 18.39
Service-Based Restricted Stock Units (RSUs)  
RSUs Outstanding, Number of RSUs  
Beginning balance (in shares) | shares 283,558
Market based RSUs granted (in shares) | shares 4,340,172
RSUs vested (in shares) | shares (452,477)
RSUs forfeited (in shares) | shares (728,271)
RSUs Outstanding, Weighted Average Grant Date Fair Value Per Share  
Beginning balance (in dollars per share) | $ / shares $ 43.76
RSUs granted (in dollars per share) | $ / shares 17.80
RSUs vested (in dollars per share) | $ / shares 23.07
RSUs forfeited (in dollars per share) | $ / shares $ 21.84
Market-Based Restricted Stock Units (RSUs)  
RSUs Outstanding, Number of RSUs  
Beginning balance (in shares) | shares 1,214,000
Market based RSUs granted (in shares) | shares 14,000
RSUs vested (in shares) | shares 0
RSUs forfeited (in shares) | shares (168,000)
Ending balance (in shares) | shares 1,060,000
RSUs Outstanding, Weighted Average Grant Date Fair Value Per Share  
Beginning balance (in dollars per share) | $ / shares $ 6.48
RSUs granted (in dollars per share) | $ / shares 5.30
RSUs vested (in dollars per share) | $ / shares 0
RSUs forfeited (in dollars per share) | $ / shares 6.48
Ending balance (in dollars per share) | $ / shares $ 6.47
XML 76 R63.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details) - Market-Based Restricted Stock Units (RSUs)
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award    
Expected term (in years) 4 years 8 months 12 days 5 years
Expected volatility 63.00% 50.00%
Risk-free interest rate 2.90% 1.70%
Dividend yield 0.00% 0.00%
XML 77 R64.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details) - Stock options outstanding
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award    
Expected term (in years) 6 years 1 month 6 days 6 years 1 month 6 days
Expected volatility 42.00% 40.00%
Risk-free interest rate 1.00% 0.40%
Dividend yield 0.00% 0.00%
XML 78 R65.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details) - Stock options outstanding
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award      
Expected term (in years)   6 years 1 month 6 days 6 years 1 month 6 days
Expected volatility   42.00% 40.00%
Risk-free interest rate   1.00% 0.40%
Dividend yield   0.00% 0.00%
Employee stock purchase rights under the ESPP      
Share-based Compensation Arrangement by Share-based Payment Award      
Expected term (in years) 10 months 24 days 1 year  
Expected volatility 63.00% 50.00%  
Risk-free interest rate 0.60% 0.10%  
Dividend yield 0.00% 0.00%  
XML 79 R66.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense $ 25,786 $ 10,750 $ 4,671
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense 7,937 3,343 1,316
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense 9,426 3,968 1,536
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense 7,390 3,047 1,696
Restructuring      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense 65 0 0
Cost of revenue - subscription | Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense 535 196 69
Cost of revenue - services | Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount      
Recognized stock-based compensation expense $ 433 $ 196 $ 54
XML 80 R67.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Income (Loss) from Continuing Operations      
United States $ (75,449) $ (61,180) $ (42,232)
International 7,993 3,966 3,293
Loss before income taxes $ (67,456) $ (57,214) $ (38,939)
XML 81 R68.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Components of Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Current      
Federal $ 0 $ 0 $ 0
State 65 58 53
Foreign 1,459 957 991
Current tax expense 1,524 1,015 1,044
Deferred      
Federal 0 0 0
State 0 0 0
Foreign (486) 0 0
Deferred income tax benefit (486) 0 0
Total provision for income taxes $ 1,038 $ 1,015 $ 1,044
XML 82 R69.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Provision for income taxes computed at federal statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal benefits 4.80% 5.00% 13.70%
Foreign rate differential 1.60% 0.20% (0.30%)
Stock-based compensation (2.60%) 2.00% 0.10%
Tax credits 2.20% 2.20% (0.10%)
U.S. tax on foreign earnings (1.40%) (0.20%) 1.10%
Change in valuation allowance (24.20%) (31.20%) (37.80%)
Other (2.90%) (0.80%) (0.40%)
Total (1.50%) (1.80%) (2.70%)
XML 83 R70.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Deferred tax assets:      
Net operating loss carryforwards $ 82,366 $ 80,434  
Tax credit carryforwards 15,927 13,311  
Accruals and reserves 4,076 2,541  
Interest carryforwards 2,344 2,873  
Deferred revenue 36 776  
Stock-based compensation 3,302 2,680  
Capitalized research & development costs 16,352 3,882  
Other 32 6  
Gross deferred tax assets 124,435 106,503  
Less: Valuation allowance (117,310) (100,983) $ (83,100)
Total deferred tax assets 7,125 5,520  
Deferred tax liabilities:      
Deferred commissions (4,993) (4,858)  
Other (1,646) (662)  
Total deferred tax liabilities (6,639) (5,520)  
Net deferred tax assets (liabilities) $ 486 $ 0  
XML 84 R71.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Operating Loss Carryforwards      
Valuation allowance $ 117,310 $ 100,983 $ 83,100
Change in deferred valuation allowance 16,300 $ 17,900 $ 14,700
Operating loss carryforward, federal 324,400    
Operating loss carryforward, state and local 178,500    
Operating loss carryforwards, not subject to expiration $ 155,600    
Taxable income utilization limit, percentage 80.00%    
Operating loss carryforwards, subject to expiration $ 168,800    
Federal | Research      
Operating Loss Carryforwards      
Tax credit carryforward 13,800    
State | Research      
Operating Loss Carryforwards      
Tax credit carryforward $ 12,600    
XML 85 R72.htm IDEA: XBRL DOCUMENT v3.23.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns      
Beginning balance $ 8,835 $ 7,162 $ 3,601
Increase related to current year tax positions 1,744 1,673 1,401
Increase related to prior year tax positions 0 0 2,160
Ending balance $ 10,579 $ 8,835 $ 7,162
XML 86 R73.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring - Schedule of Restructuring Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Restructuring Cost and Reserve      
Total restructuring charges $ 1,663 $ 0 $ 0
Employee severance and related costs      
Restructuring Cost and Reserve      
Total restructuring charges 1,598    
Stock-based compensation      
Restructuring Cost and Reserve      
Total restructuring charges $ 65    
XML 87 R74.htm IDEA: XBRL DOCUMENT v3.23.1
Restructuring - Additional Information (Details) - USD ($)
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Restructuring Cost and Reserve    
Restructuring liabilities $ 1,567,000 $ 0
Payments for Restructuring 0  
Employee severance and related costs    
Restructuring Cost and Reserve    
Restructuring liabilities $ 1,600,000  
XML 88 R75.htm IDEA: XBRL DOCUMENT v3.23.1
Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Segment Reporting Information      
Total revenue $ 154,824 $ 123,542 $ 103,285
United States      
Segment Reporting Information      
Total revenue 95,762 77,074 66,737
International      
Segment Reporting Information      
Total revenue $ 59,062 $ 46,468 $ 36,548
XML 89 R76.htm IDEA: XBRL DOCUMENT v3.23.1
Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Numerator      
Net loss $ (68,494) $ (58,229) $ (39,983)
Cumulative dividends on Series G redeemable convertible preferred stock 0 (2,917) (4,076)
Net loss attributable to common stockholders (68,494) (61,146) (44,059)
Net loss attributable to common stockholders $ (68,494) $ (61,146) $ (44,059)
Denominator      
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) 44,787,000 25,777,000 5,717,000
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) 44,787,000 25,777,000 5,717,000
Net loss per share attributable to common stockholders, basic (in shares) $ (1.53) $ (2.37) $ (7.71)
Net loss per share attributable to common stockholders, diluted (in shares) $ (1.53) $ (2.37) $ (7.71)
XML 90 R77.htm IDEA: XBRL DOCUMENT v3.23.1
Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details) - shares
shares in Thousands
 12 Months Ended
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 12,553 11,001 35,530
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 7,819 9,167 8,912
RSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 4,499 1,498 0
Employee stock purchase rights under the ESPP      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 130 231 0
Common stock warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 105 105 105
Redeemable convertible preferred stock (on an if-converted basis)      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares) 0 0 26,513
XML 91 R78.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events (Details) - USD ($)
$ in Millions
 12 Months Ended
Mar. 20, 2023
Jan. 31, 2023
Market-Based Restricted Stock Units (RSUs)    
Subsequent Event    
RSUs granted (in shares)   14,000
Subsequent Event | Market-Based Restricted Stock Units (RSUs) | Executive Officers    
Subsequent Event    
RSUs granted (in shares) 1,060,000  
Subsequent Event | Performance-Based Restricted Stock Units (RSUs) | Executive Officers    
Subsequent Event    
RSUs granted (in shares) 840,000  
Share based compensation not yet recognized $ 6.0  
Subsequent Event | Performance-Based Restricted Stock Units (RSUs) | Senior Management    
Subsequent Event    
RSUs granted (in shares) 220,000  
Share based compensation not yet recognized $ 1.4  
XML 92 base-20230131_htm.xml IDEA: XBRL DOCUMENT 0001845022 2022-02-01 2023-01-31 0001845022 2022-07-29 0001845022 2023-02-28 0001845022 2023-01-31 0001845022 2022-01-31 0001845022 us-gaap:LicenseMember us-gaap:SubscriptionAndCirculationMember 2022-02-01 2023-01-31 0001845022 us-gaap:LicenseMember us-gaap:SubscriptionAndCirculationMember 2021-02-01 2022-01-31 0001845022 us-gaap:LicenseMember us-gaap:SubscriptionAndCirculationMember 2020-02-01 2021-01-31 0001845022 base:SupportAndOtherMember us-gaap:SubscriptionAndCirculationMember 2022-02-01 2023-01-31 0001845022 base:SupportAndOtherMember us-gaap:SubscriptionAndCirculationMember 2021-02-01 2022-01-31 0001845022 base:SupportAndOtherMember us-gaap:SubscriptionAndCirculationMember 2020-02-01 2021-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember 2022-02-01 2023-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember 2021-02-01 2022-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember 2020-02-01 2021-01-31 0001845022 us-gaap:ServiceMember 2022-02-01 2023-01-31 0001845022 us-gaap:ServiceMember 2021-02-01 2022-01-31 0001845022 us-gaap:ServiceMember 2020-02-01 2021-01-31 0001845022 2021-02-01 2022-01-31 0001845022 2020-02-01 2021-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2020-01-31 0001845022 us-gaap:CommonStockMember 2020-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001845022 us-gaap:RetainedEarningsMember 2020-01-31 0001845022 2020-01-31 0001845022 us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-31 0001845022 us-gaap:RetainedEarningsMember 2020-02-01 2021-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2021-01-31 0001845022 us-gaap:CommonStockMember 2021-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2021-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-31 0001845022 us-gaap:RetainedEarningsMember 2021-01-31 0001845022 2021-01-31 0001845022 us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2021-02-01 2022-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-01 2022-01-31 0001845022 us-gaap:RetainedEarningsMember 2021-02-01 2022-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2022-01-31 0001845022 us-gaap:CommonStockMember 2022-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2022-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-31 0001845022 us-gaap:RetainedEarningsMember 2022-01-31 0001845022 us-gaap:CommonStockMember 2022-02-01 2023-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2022-02-01 2023-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-02-01 2023-01-31 0001845022 us-gaap:RetainedEarningsMember 2022-02-01 2023-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2023-01-31 0001845022 us-gaap:CommonStockMember 2023-01-31 0001845022 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0001845022 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-31 0001845022 us-gaap:RetainedEarningsMember 2023-01-31 0001845022 us-gaap:IPOMember 2021-07-01 2021-07-31 0001845022 us-gaap:IPOMember 2021-07-31 0001845022 us-gaap:OverAllotmentOptionMember 2021-07-01 2021-07-31 0001845022 2021-07-01 2021-07-31 0001845022 us-gaap:CommonStockMember 2021-06-01 2021-06-30 0001845022 srt:MinimumMember 2022-02-01 2023-01-31 0001845022 srt:MaximumMember 2022-02-01 2023-01-31 0001845022 base:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-02-01 2022-01-31 0001845022 base:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-02-01 2023-01-31 0001845022 base:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-02-01 2021-01-31 0001845022 base:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-31 0001845022 base:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-02-01 2023-01-31 0001845022 us-gaap:ComputerEquipmentMember 2022-02-01 2023-01-31 0001845022 us-gaap:FurnitureAndFixturesMember 2022-02-01 2023-01-31 0001845022 us-gaap:SoftwareDevelopmentMember 2022-02-01 2023-01-31 0001845022 2022-02-01 0001845022 us-gaap:MoneyMarketFundsMember 2023-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:USTreasurySecuritiesMember 2023-01-31 0001845022 us-gaap:CommercialPaperMember 2023-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:AssetBackedSecuritiesMember 2023-01-31 0001845022 us-gaap:MoneyMarketFundsMember 2022-01-31 0001845022 us-gaap:USTreasurySecuritiesMember 2022-01-31 0001845022 us-gaap:CommercialPaperMember 2022-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember 2022-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2023-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2023-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2022-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-01-31 0001845022 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-01-31 0001845022 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-01-31 0001845022 us-gaap:ComputerEquipmentMember 2023-01-31 0001845022 us-gaap:ComputerEquipmentMember 2022-01-31 0001845022 us-gaap:FurnitureAndFixturesMember 2023-01-31 0001845022 us-gaap:FurnitureAndFixturesMember 2022-01-31 0001845022 us-gaap:SoftwareDevelopmentMember 2023-01-31 0001845022 us-gaap:SoftwareDevelopmentMember 2022-01-31 0001845022 us-gaap:LeaseholdImprovementsMember 2023-01-31 0001845022 us-gaap:LeaseholdImprovementsMember 2022-01-31 0001845022 base:SoftwareDevelopmentInProgressMember 2023-01-31 0001845022 base:SoftwareDevelopmentInProgressMember 2022-01-31 0001845022 us-gaap:SoftwareDevelopmentMember 2021-02-01 2022-01-31 0001845022 us-gaap:SoftwareDevelopmentMember 2020-02-01 2021-01-31 0001845022 2023-02-01 2023-01-31 0001845022 base:AmendedTermLoanMember us-gaap:LoansPayableMember 2020-06-30 0001845022 base:AmendedTermLoanMember us-gaap:LoansPayableMember 2019-04-30 0001845022 2019-04-30 0001845022 us-gaap:RevolvingCreditFacilityMember 2017-11-30 0001845022 us-gaap:RevolvingCreditFacilityMember us-gaap:PrimeRateMember 2017-11-01 2017-11-30 0001845022 us-gaap:RevolvingCreditFacilityMember 2018-11-30 0001845022 us-gaap:RevolvingCreditFacilityMember 2019-04-30 0001845022 us-gaap:RevolvingCreditFacilityMember 2021-01-31 0001845022 us-gaap:RevolvingCreditFacilityMember 2021-01-01 2021-01-31 0001845022 us-gaap:RevolvingCreditFacilityMember us-gaap:PrimeRateMember 2021-01-01 2021-01-31 0001845022 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2021-01-01 2021-01-31 0001845022 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2021-01-01 2021-01-31 0001845022 us-gaap:RevolvingCreditFacilityMember 2022-01-31 0001845022 us-gaap:RevolvingCreditFacilityMember 2022-02-01 2023-01-31 0001845022 srt:MaximumMember 2023-01-31 0001845022 us-gaap:IPOMember 2021-07-26 2021-07-26 0001845022 base:SeriesEConvertiblePreferredStockMember us-gaap:IPOMember 2021-07-26 2021-07-26 0001845022 base:SeriesGConvertiblePreferredStockMember us-gaap:IPOMember 2021-07-26 2021-07-26 0001845022 base:SeriesEConvertiblePreferredStockMember us-gaap:IPOMember 2021-07-26 0001845022 us-gaap:IPOMember 2022-02-01 2023-01-31 0001845022 us-gaap:IPOMember 2021-07-26 0001845022 us-gaap:EmployeeStockOptionMember 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2022-01-31 0001845022 base:FutureStockOptionGrantReservesMember base:TwoThousandTwentyOneEquityIncentivePlanMember 2023-01-31 0001845022 base:FutureStockOptionGrantReservesMember base:TwoThousandTwentyOneEquityIncentivePlanMember 2022-01-31 0001845022 us-gaap:RestrictedStockUnitsRSUMember 2023-01-31 0001845022 us-gaap:RestrictedStockUnitsRSUMember 2022-01-31 0001845022 base:FutureStockOptionGrantReservesMember base:InducementEquityIncentivePlan2023Member 2023-01-31 0001845022 base:FutureStockOptionGrantReservesMember base:InducementEquityIncentivePlan2023Member 2022-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2023-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2022-01-31 0001845022 base:CommonStockWarrantsMember 2023-01-31 0001845022 base:CommonStockWarrantsMember 2022-01-31 0001845022 base:TwoThousandTwentyOneEquityIncentivePlanMember 2022-02-01 2023-01-31 0001845022 base:TwoThousandTwentyOneEquityIncentivePlanMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-02-01 2023-01-31 0001845022 base:TwoThousandTwentyOneEquityIncentivePlanMember 2023-01-31 0001845022 base:InducementEquityIncentivePlan2023Member 2023-01-12 0001845022 base:EmployeeStockPurchasePlanMember 2021-07-01 2021-07-31 0001845022 base:EmployeeStockPurchasePlanMember 2021-07-31 0001845022 2022-03-21 2022-03-21 0001845022 base:EmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2022-02-01 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001845022 base:ThirdPartyMember us-gaap:EmployeeStockOptionMember 2018-01-31 2018-01-31 0001845022 base:ThirdPartyMember us-gaap:EmployeeStockOptionMember 2022-02-01 2023-01-31 0001845022 base:ThirdPartyMember us-gaap:EmployeeStockOptionMember 2023-01-31 0001845022 base:ServiceBasedRestrictedStockUnitsRSUsMember 2022-02-01 2023-01-31 0001845022 base:ServiceBasedRestrictedStockUnitsRSUsMember 2022-01-31 0001845022 base:ServiceBasedRestrictedStockUnitsRSUsMember 2021-02-01 2022-01-31 0001845022 base:ServiceBasedRestrictedStockUnitsRSUsMember 2023-01-31 0001845022 base:MarketBasedRestrictedStockUnitsRSUsMember 2022-02-01 2023-01-31 0001845022 base:MarketBasedRestrictedStockUnitsRSUsMember 2021-02-01 2022-01-31 0001845022 base:MarketBasedRestrictedStockUnitsRSUsMember 2022-01-31 0001845022 base:MarketBasedRestrictedStockUnitsRSUsMember 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember base:EmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember base:EmployeeStockPurchasePlanMember 2021-02-01 2022-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember us-gaap:CostOfSalesMember 2022-02-01 2023-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember us-gaap:CostOfSalesMember 2021-02-01 2022-01-31 0001845022 us-gaap:SubscriptionAndCirculationMember us-gaap:CostOfSalesMember 2020-02-01 2021-01-31 0001845022 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2022-02-01 2023-01-31 0001845022 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2021-02-01 2022-01-31 0001845022 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2020-02-01 2021-01-31 0001845022 us-gaap:ResearchAndDevelopmentExpenseMember 2022-02-01 2023-01-31 0001845022 us-gaap:ResearchAndDevelopmentExpenseMember 2021-02-01 2022-01-31 0001845022 us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-31 0001845022 us-gaap:SellingAndMarketingExpenseMember 2022-02-01 2023-01-31 0001845022 us-gaap:SellingAndMarketingExpenseMember 2021-02-01 2022-01-31 0001845022 us-gaap:SellingAndMarketingExpenseMember 2020-02-01 2021-01-31 0001845022 us-gaap:GeneralAndAdministrativeExpenseMember 2022-02-01 2023-01-31 0001845022 us-gaap:GeneralAndAdministrativeExpenseMember 2021-02-01 2022-01-31 0001845022 us-gaap:GeneralAndAdministrativeExpenseMember 2020-02-01 2021-01-31 0001845022 us-gaap:RestructuringChargesMember 2022-02-01 2023-01-31 0001845022 us-gaap:RestructuringChargesMember 2021-02-01 2022-01-31 0001845022 us-gaap:RestructuringChargesMember 2020-02-01 2021-01-31 0001845022 base:TwoThousandTwentyOneEquityIncentivePlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-02-01 2023-01-31 0001845022 us-gaap:DomesticCountryMember us-gaap:ResearchMember 2023-01-31 0001845022 us-gaap:StateAndLocalJurisdictionMember us-gaap:ResearchMember 2023-01-31 0001845022 us-gaap:EmployeeSeveranceMember 2022-02-01 2023-01-31 0001845022 base:StockBasedCompensationMember 2022-02-01 2023-01-31 0001845022 us-gaap:EmployeeSeveranceMember 2023-01-31 0001845022 country:US 2022-02-01 2023-01-31 0001845022 country:US 2021-02-01 2022-01-31 0001845022 country:US 2020-02-01 2021-01-31 0001845022 base:InternationalMember 2022-02-01 2023-01-31 0001845022 base:InternationalMember 2021-02-01 2022-01-31 0001845022 base:InternationalMember 2020-02-01 2021-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2022-02-01 2023-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001845022 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001845022 us-gaap:RestrictedStockUnitsRSUMember 2022-02-01 2023-01-31 0001845022 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001845022 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2022-02-01 2023-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2021-02-01 2022-01-31 0001845022 base:EmployeeStockPurchasePlanMember 2020-02-01 2021-01-31 0001845022 us-gaap:WarrantMember 2022-02-01 2023-01-31 0001845022 us-gaap:WarrantMember 2021-02-01 2022-01-31 0001845022 us-gaap:WarrantMember 2020-02-01 2021-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2022-02-01 2023-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001845022 us-gaap:RedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001845022 srt:ExecutiveOfficerMember base:MarketBasedRestrictedStockUnitsRSUsMember us-gaap:SubsequentEventMember 2023-03-20 2023-03-20 0001845022 srt:ExecutiveOfficerMember base:PerformanceBasedRestrictedStockUnitsRSUsMember us-gaap:SubsequentEventMember 2023-03-20 2023-03-20 0001845022 srt:ExecutiveOfficerMember base:PerformanceBasedRestrictedStockUnitsRSUsMember us-gaap:SubsequentEventMember 2023-03-20 0001845022 base:SeniorManagementMember base:PerformanceBasedRestrictedStockUnitsRSUsMember us-gaap:SubsequentEventMember 2023-03-20 2023-03-20 0001845022 base:SeniorManagementMember base:PerformanceBasedRestrictedStockUnitsRSUsMember us-gaap:SubsequentEventMember 2023-03-20 iso4217:USD shares iso4217:USD shares pure base:customer base:investment base:vote base:participant base:period 0001845022 2023 FY false P1Y 0.0208 10-K true 2023-01-31 --01-31 false 001-040601 Couchbase, Inc. DE 26-3576987 Couchbase, Inc. 3250 Olcott Street Santa Clara CA 95054 650 417-7500 Common stock, par value $0.00001 per share BASE NASDAQ No No Yes Yes Accelerated Filer false true false false false 385700000 45613726 Portions of the registrant’s proxy statement for the 2023 annual meeting of stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2023 2023-01-31 --01-31 238 PricewaterhouseCoopers LLP San Jose, California 40446000 95688000 127856000 110266000 39847000 36696000 13096000 11783000 8234000 8559000 229479000 262992000 7430000 4288000 6940000 0 7524000 8243000 1666000 1219000 253039000 276742000 1407000 1923000 12641000 16143000 6076000 3231000 3117000 0 71716000 69010000 94957000 90307000 4543000 0 3275000 2713000 0 507000 102775000 93527000 0.00001 0.00001 200000000 200000000 0 0 0 0 0 0 0.00001 0.00001 1000000000 1000000000 45432029 45432029 43847484 43847484 0 0 561547000 525392000 -807000 -195000 -410476000 -341982000 150264000 183215000 253039000 276742000 19885000 19008000 14032000 123010000 97279000 82904000 142895000 116287000 96936000 11929000 7255000 6349000 154824000 123542000 103285000 10762000 8529000 6074000 9497000 6252000 5543000 20259000 14781000 11617000 134565000 108761000 91668000 57760000 51639000 39000000 111067000 89372000 70248000 33390000 24008000 15500000 1663000 0 0 203880000 165019000 124748000 -69315000 -56258000 -33080000 101000 656000 6970000 1960000 -300000 1111000 -67456000 -57214000 -38939000 1038000 1015000 1044000 -68494000 -58229000 -39983000 0 2917000 4076000 -68494000 -68494000 -61146000 -61146000 -44059000 -44059000 -1.53 -1.53 -2.37 -2.37 -7.71 -7.71 44787000 44787000 25777000 25777000 5717000 5717000 -68494000 -58229000 -39983000 -612000 -196000 1000 -69106000 -58425000 -39982000 18901887 155506000 5646238 0 30554000 0 -243770000 -213216000 553067 2185000 2185000 7168326 104316000 4671000 4671000 1000 1000 -39983000 -39983000 26070213 259822000 6199305 0 37410000 1000 -283753000 -246342000 1347595 7495000 7495000 26070213 259822000 26710600 259822000 259822000 9589999 209924000 209924000 15 9000 9000 10750000 10750000 -196000 -196000 -58229000 -58229000 0 0 43847484 0 525392000 -195000 -341982000 183215000 817753 5222000 5222000 314315 4484000 4484000 452477 26449000 26449000 -612000 -612000 -68494000 -68494000 0 0 45432029 0 561547000 -807000 -410476000 150264000 -68494000 -68494000 -58229000 -39983000 3171000 2824000 2006000 0 52000 717000 0 0 -1000000 25786000 10750000 4671000 16996000 13763000 10402000 2909000 0 0 -524000 -382000 931000 416000 -267000 -132000 3537000 730000 5524000 -17590000 -20495000 -13450000 159000 6217000 -56000 -495000 -491000 925000 -3497000 7030000 298000 3103000 -493000 -279000 -2754000 0 0 3268000 10013000 782000 -41185000 -41574000 -39178000 144613000 112479000 20493000 126893000 21268000 900000 5646000 819000 2819000 -23366000 -92030000 -22412000 0 25000000 57402000 0 0 31402000 0 0 104316000 5222000 7495000 2185000 4484000 0 0 0 214854000 0 0 9000 0 0 4930000 0 9706000 192410000 80501000 -397000 -415000 162000 -55242000 58391000 19073000 96231000 37840000 18767000 40989000 96231000 37840000 40446000 95688000 37297000 543000 543000 543000 40989000 96231000 37840000 781000 797000 866000 101000 616000 5951000 663000 0 0 -612000 -196000 0 15000 -212000 309000 0 -1084000 1084000 0 259822000 0 Description of Business<span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Couchbase, Inc. provides an enterprise-class, multi-cloud NoSQL database architected on top of an open source foundation. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in Santa Clara, California.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In these notes to the consolidated financial statements, the “Company,” “Couchbase” “we,” “us,” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.</span> Basis of Presentation and Summary of Significant Accounting Policies<div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.</span></div><div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Initial Public Offering</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In July 2021, the Company completed its initial public offering (“IPO”), for the sale and issuance of 9,589,999 shares of its common stock at $24.00 per share, which included 1,250,869 shares issued pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $214.9 million, after deducting underwriters’ discounts and commissions and before consideration of other issuance costs. In connection with the IPO, all 26,710,600 shares of outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of common stock, inclusive of 640,387 shares of additional stock issued related to preferred stock conversion and dividend features.</span></div><div style="text-indent:24.5pt"><span><br/></span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:115%">Reverse Stock Split</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 30, 2021, the Company effected a 2.5-for-1 reverse stock split of its outstanding common stock, common stock warrants, preferred stock and stock option awards. All issued and outstanding shares of common stock, common stock warrants, preferred stock, stock option awards and per share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The par value of the common stock and preferred stock was not adjusted because of the reverse stock split.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fiscal Year</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s fiscal year ends on January 31. References to fiscal 2023, 2022 and 2021 refer to the years ended January 31, 2023, 2022 and 2021, respectively.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Segment Information</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Foreign Currency</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reporting currency of the Company is the United States dollar (“U.S. dollar”). The functional currency of each of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in the consolidated statements of operations.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company had foreign currency transaction gains (losses) of $(0.5) million, $(0.4) million and $0.9 million for the years ended January 31, 2023, 2022 and 2021, respectively.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Revenue from Contracts with Customers</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASC 606”).</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue is derived from sales of subscriptions and services.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in the Company’s consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when the customer has received access to the software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of the Company’s revenue. Performance obligations related to the database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of the Company’s subscription arrangements typically ranges from <span style="-sec-ix-hidden:f-436">one</span> to three years but may be longer or shorter in limited circumstances. The Company typically bills subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly. “Other” revenue was not material for the years end</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ed January 31, 2023, 2022 and 2021.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s services revenue is derived from professional services for the implementation or configuration of its platform and training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed. Revenue for training is recognized upon delivery.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition in accordance with ASC 606 through the following five steps:</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Identify the contract with a customer:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company usually contracts with its customers using an order form that is governed by the Company’s standard electronic software licensing or master service agreement, or by the master sales agreement executed between the Company and the customer. A fully executed order form creates enforceable rights and obligations. The Company uses multiple factors such as historical payments experience, credit status and financial status in determining the customer’s ability to pay. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company uses factors such as timing of the contract, negotiation teams involved and additional subscriptions or services contracted to determine combination.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Identify performance obligations in the contract:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company enters into contracts that can include various combinations of products and services that are both (1) capable of being distinct, whereby the </span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company and (2) distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Determine transaction price:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The transaction price is the consideration the Company expects to receive in exchange for those products or services. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Allocate transaction price to the performance obligations in the contract</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. The Company also considers if there are any additional material rights inherent in a contract, and if so, the Company allocates a portion of the transaction price to such rights based on SSP of the material right. When appropriate, the Company determines SSP based on the price at which the performance obligation has previously been sold through past transactions. The Company determines SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, the Company first allocates the transaction price to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price to the subscription. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Recognize revenue when or as the Company satisfies a performance obligation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company recognizes revenue upon transfer of control of promised products or services. Revenue is recognized based on type of performance obligation.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Allocation of Overhead Costs</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Overhead costs that are not substantially dedicated for use by a specific functional organization are allocated based on headcount. Such costs include costs associated with office facilities, depreciation and amortization of property and equipment and IT personnel-related costs and other expenses, such as software and subscription services.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cost of Revenue</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of subscription revenue consists primarily of personnel-related costs associated with the Company’s customer support organization, including salaries, benefits, bonuses and stock-based compensation, expenses associated with software and subscription services dedicated for use by the Company’s customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software and allocated overhead. There is no cost of revenue associated with the Company’s license revenue.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of services revenue consists primarily of personnel-related costs associated with the Company’s professional services and training organization, including salaries, benefits, bonuses and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s service organization, travel-related expenses and allocated overhead.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Advertising</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs are charged to sales and marketing expenses in the consolidated statement of operations in the period incurred. These costs w</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ere not mat</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">erial for the yea</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">rs ended January 31, 2023, 2022 and 2021.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units, stock options, and the ESPP, to employees, consultants and nonemployee directors based on the estimated fair value of the awards on the grant date. The fair value of stock options and purchase rights under the ESPP are estimated using the Black-Scholes option-pricing model. The fair value of market-based performance restricted stock unit awards is estimated, at the date of grant, using the Monte Carlo Simulation Model. The Black-Scholes and Monte Carlo Simulation valuation models are affected by the fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense for restricted stock units and stock options is recognized over the requisite service period. Forfeitures are accounted for as they occur. For awards with only a service condition, the Company recognizes stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we recognize expense separately for each vesting tranche regardless of whether the market condition is satisfied. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the offering period.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to income taxes in the United States and certain foreign jurisdictions.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Net Loss Per Share Attributable to Common Stockholders</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares to the extent they are dilutive. For purposes of this calculation, stock options, redeemable convertible preferred stock, common stock warrants, RSUs and employee stock purchase rights under the ESPP are considered to be potentially dilutive shares but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash and cash equivalents.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted Cash</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted cash is held in a money market account in connection with a lease agreement for the Company’s facilities. Restricted cash is included in other noncurrent assets on the consolidated balance sheets as the related lease expires more than one year from the balance sheet date.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Short-Term Investments</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines the appropriate classification of its investments at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as current assets on its consolidated balance sheets. These securities are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss). The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is more likely than not that the Company will sell the securities before the recovery of their cost basis. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in other income (expense), net, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are rep</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">orted in other income (expense), net in the consolidated statements of operations. Realized gains and losses for the years ended January 31, 2023, 2022 and 2021 were not material.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accounts Receivable</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers and general economic conditions. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Actual write-offs may either be in excess of or less than the estimated allowance.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unbilled accounts receivable represents rev</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">enue recognized on contracts in excess of invoiced amounts. Unbilled accounts receivable as of January 31, 2023 and 2022 were not materia</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">l.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the allowance for doubtful accounts (in thousands):</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Add: bad debt expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: write-offs, net of recoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">173 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For its accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheet. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historically bad debts have not been material.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No customer accounte</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d for 10% or more of total revenue for the years ended January 31, 2023, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and 2021. One customer accounted for approximately 12% of gross accounts receivable as of January 31, 2023. No customer accounted for 10% or more of gross accounts receivable as of January 31, 2022. </span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1:    Observable inputs, such as quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2:    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of lease term or estimated useful life</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized internal-use software</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to expense in the consolidated statements of operations in the period incurred.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Capitalized Internal-Use Software</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes qualifying internal-use software development costs, including personnel-related costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Capitalized internal-use software costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized on a straight-line basis over their estimated useful life commencing wh</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">en assets are initially placed into service for their intended use. Amortization expense of capitalized internal-use software costs was included in cost of subscription revenue i</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">n the consolidated statements of operations.</span></div><div style="margin-top:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective February 1, 2022, the consolidated financial statements reflect the adoption of ASC 842, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, using the modified retrospective method. Refer to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accounting Pronouncements Recently Adopted </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">below regarding the adoption impact of ASC 842.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease right-of-use (“ROU”) assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that commenced prior to the adoption of ASC 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An i</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">mpairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred during the years ended January 31, 2023, 2022 and 2021.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Commissions</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent entering into the contract with the customer. Commissions earned on the initial acquisition of a contract are amortized based on the expected future revenue stream over a period of benefit of three years. The Company determined the period of benefit by taking into consideration its customer contracts, its technological life and other factors. Com</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">missions paid for renewal contracts are not commensurate with the commissions paid for initial acquisition of a contract and are amortized over the related contractual renewal period. The deferred commission amounts are recoverable through the future revenue streams under the customer contracts. Amortization of deferred commissions is included in sales and marketing expenses in the consolidated statements of operations. Impairment losses related to deferred sales commissions were immaterial for the years ended January 31, 2023, 2022 and 2021. Commissions that will be amortized</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> within the next twelve months are classified as current with the remainder classified as non-current on the consolidated balance sheets.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Revenue</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current with the remainder classified as deferred revenue, noncurrent on the consolidated balance sheets.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div style="margin-top:12pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Recently Adopted</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles—Goodwill and Other— Internal-Use Software,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on the consolidated financial statements.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on the consolidated financial statements.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which amends the existing accounting standards for leases. The new standard requires lessees to record a ROU asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of twelve months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.</span></div><div style="margin-top:18pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Not Yet Adopted</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU 2016-13, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2023 and is evaluating the impact the adoption will have on the consolidated financial statements, however such impact is not expected to be material.</span></div> <div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.</span></div> 9589999000000 24000000.00 1250869000000 214900000 26710600000000 640387000000 2.5 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fiscal Year</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s fiscal year ends on January 31. References to fiscal 2023, 2022 and 2021 refer to the years ended January 31, 2023, 2022 and 2021, respectively.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Segment Information</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable. </span></div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.</span> Foreign CurrencyThe reporting currency of the Company is the United States dollar (“U.S. dollar”). The functional currency of each of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in the consolidated statements of operations. -500000 -400000 900000 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Revenue from Contracts with Customers</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASC 606”).</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue is derived from sales of subscriptions and services.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription revenue primarily consists of revenue from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based database-as-a-service offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and database-as-a-service revenue are presented as “Support and other” in the Company’s consolidated statements of operations. The software license in the subscription is a distinct performance obligation from PCS. License revenue is recognized upon transfer when the customer has received access to the software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of the Company’s revenue. Performance obligations related to the database-as-a-service offering are recognized on a usage-basis as the consumption of this service represents a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. The non-cancelable term of the Company’s subscription arrangements typically ranges from <span style="-sec-ix-hidden:f-436">one</span> to three years but may be longer or shorter in limited circumstances. The Company typically bills subscription revenue annually in advance. Customer on-demand arrangements generally have a monthly stated contract term and are billed monthly. “Other” revenue was not material for the years end</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ed January 31, 2023, 2022 and 2021.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s services revenue is derived from professional services for the implementation or configuration of its platform and training. Professional services are provided primarily on a fixed fee basis and are generally invoiced upfront, and training is generally priced on number of seats purchased. These services are distinct from software licenses and PCS. Revenue for fixed fee arrangements is recognized on a proportional performance basis as the services are performed. Revenue for training is recognized upon delivery.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines revenue recognition in accordance with ASC 606 through the following five steps:</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Identify the contract with a customer:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company usually contracts with its customers using an order form that is governed by the Company’s standard electronic software licensing or master service agreement, or by the master sales agreement executed between the Company and the customer. A fully executed order form creates enforceable rights and obligations. The Company uses multiple factors such as historical payments experience, credit status and financial status in determining the customer’s ability to pay. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company uses factors such as timing of the contract, negotiation teams involved and additional subscriptions or services contracted to determine combination.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Identify performance obligations in the contract:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company enters into contracts that can include various combinations of products and services that are both (1) capable of being distinct, whereby the </span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company and (2) distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Determine transaction price:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The transaction price is the consideration the Company expects to receive in exchange for those products or services. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Allocate transaction price to the performance obligations in the contract</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: Arrangements that include multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative SSP of the performance obligation. The Company also considers if there are any additional material rights inherent in a contract, and if so, the Company allocates a portion of the transaction price to such rights based on SSP of the material right. When appropriate, the Company determines SSP based on the price at which the performance obligation has previously been sold through past transactions. The Company determines SSP for performance obligations with no observable evidence using adjusted market, cost plus or residual methods. When the SSP of a subscription including bundled software license and PCS is highly variable and the contract also includes additional performance obligations with observable SSP, the Company first allocates the transaction price to the performance obligations with established SSPs and then applies the residual approach to allocate the remaining transaction price to the subscription. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.</span></div><div style="margin-top:6pt;padding-left:63pt;text-align:justify;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:32.5pt">Recognize revenue when or as the Company satisfies a performance obligation:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company recognizes revenue upon transfer of control of promised products or services. Revenue is recognized based on type of performance obligation.</span></div> P3Y <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Allocation of Overhead Costs</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Overhead costs that are not substantially dedicated for use by a specific functional organization are allocated based on headcount. Such costs include costs associated with office facilities, depreciation and amortization of property and equipment and IT personnel-related costs and other expenses, such as software and subscription services.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cost of Revenue</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of subscription revenue consists primarily of personnel-related costs associated with the Company’s customer support organization, including salaries, benefits, bonuses and stock-based compensation, expenses associated with software and subscription services dedicated for use by the Company’s customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software and allocated overhead. There is no cost of revenue associated with the Company’s license revenue.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of services revenue consists primarily of personnel-related costs associated with the Company’s professional services and training organization, including salaries, benefits, bonuses and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s service organization, travel-related expenses and allocated overhead.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Commissions</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent entering into the contract with the customer. Commissions earned on the initial acquisition of a contract are amortized based on the expected future revenue stream over a period of benefit of three years. The Company determined the period of benefit by taking into consideration its customer contracts, its technological life and other factors. Com</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">missions paid for renewal contracts are not commensurate with the commissions paid for initial acquisition of a contract and are amortized over the related contractual renewal period. The deferred commission amounts are recoverable through the future revenue streams under the customer contracts. Amortization of deferred commissions is included in sales and marketing expenses in the consolidated statements of operations. Impairment losses related to deferred sales commissions were immaterial for the years ended January 31, 2023, 2022 and 2021. Commissions that will be amortized</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> within the next twelve months are classified as current with the remainder classified as non-current on the consolidated balance sheets.</span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Revenue</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current with the remainder classified as deferred revenue, noncurrent on the consolidated balance sheets.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Advertising</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs are charged to sales and marketing expenses in the consolidated statement of operations in the period incurred. These costs w</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ere not mat</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">erial for the yea</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">rs ended January 31, 2023, 2022 and 2021.</span></div> 0 0 0 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units, stock options, and the ESPP, to employees, consultants and nonemployee directors based on the estimated fair value of the awards on the grant date. The fair value of stock options and purchase rights under the ESPP are estimated using the Black-Scholes option-pricing model. The fair value of market-based performance restricted stock unit awards is estimated, at the date of grant, using the Monte Carlo Simulation Model. The Black-Scholes and Monte Carlo Simulation valuation models are affected by the fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense for restricted stock units and stock options is recognized over the requisite service period. Forfeitures are accounted for as they occur. For awards with only a service condition, the Company recognizes stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with a market condition, we recognize expense separately for each vesting tranche regardless of whether the market condition is satisfied. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the offering period.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to income taxes in the United States and certain foreign jurisdictions.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Net Loss Per Share Attributable to Common Stockholders</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares to the extent they are dilutive. For purposes of this calculation, stock options, redeemable convertible preferred stock, common stock warrants, RSUs and employee stock purchase rights under the ESPP are considered to be potentially dilutive shares but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash and cash equivalents.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted Cash</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted cash is held in a money market account in connection with a lease agreement for the Company’s facilities. Restricted cash is included in other noncurrent assets on the consolidated balance sheets as the related lease expires more than one year from the balance sheet date.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Short-Term Investments</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company determines the appropriate classification of its investments at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as current assets on its consolidated balance sheets. These securities are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income (loss). The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is more likely than not that the Company will sell the securities before the recovery of their cost basis. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in other income (expense), net, and the amount related to all other factors, which is recorded in accumulated other comprehensive income (loss).</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are rep</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">orted in other income (expense), net in the consolidated statements of operations. Realized gains and losses for the years ended January 31, 2023, 2022 and 2021 were not material.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accounts Receivable</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers and general economic conditions. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Actual write-offs may either be in excess of or less than the estimated allowance.</span></div> 0 0 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the allowance for doubtful accounts (in thousands):</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Add: bad debt expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: write-offs, net of recoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">173 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 108000 73000 81000 69000 41000 84000 4000 6000 92000 173000 108000 73000 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentration of Credit Risk</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.</span></div>For its accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheet. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historically bad debts have not been material. 0.10 0.10 0.10 1 0.12 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1:    Observable inputs, such as quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2:    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3:    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of lease term or estimated useful life</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized internal-use software</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs are charged to expense in the consolidated statements of operations in the period incurred.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.900%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shorter of lease term or estimated useful life</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized internal-use software</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td></tr></table></div><div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,586 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,711 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">342 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">412 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized internal-use software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,884 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,772 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,582 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress—capitalized internal-use software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,395 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total gross property and equipment</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,096 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,477 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,666)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,189)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,430 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,288 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P3Y P5Y P3Y <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Capitalized Internal-Use Software</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes qualifying internal-use software development costs, including personnel-related costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Capitalized internal-use software costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized on a straight-line basis over their estimated useful life commencing wh</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">en assets are initially placed into service for their intended use. Amortization expense of capitalized internal-use software costs was included in cost of subscription revenue i</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">n the consolidated statements of operations.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective February 1, 2022, the consolidated financial statements reflect the adoption of ASC 842, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, using the modified retrospective method. Refer to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accounting Pronouncements Recently Adopted </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">below regarding the adoption impact of ASC 842.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease right-of-use (“ROU”) assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that commenced prior to the adoption of ASC 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.</span></div> <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Impairment of Long-Lived Assets</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An i</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">mpairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred during the years ended January 31, 2023, 2022 and 2021.</span></div> 0 0 0 P3Y 0 0 0 <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div style="margin-top:12pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Recently Adopted</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles—Goodwill and Other— Internal-Use Software,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on the consolidated financial statements.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on the consolidated financial statements.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which amends the existing accounting standards for leases. The new standard requires lessees to record a ROU asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of twelve months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.</span></div><div style="margin-top:18pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Not Yet Adopted</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU 2016-13, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this standard on February 1, 2023 and is evaluating the impact the adoption will have on the consolidated financial statements, however such impact is not expected to be material.</span></div> 6700000 7500000 800000 Cash Equivalents and Short-Term Investments<div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortized<br/>Cost</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated<br/>Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,952 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,839 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,663 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159,024 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158,217 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortized<br/>Cost</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated<br/>Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,340 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,966 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,156 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,462 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,967 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,771 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 31, 2023, 2022 and 2021, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income (expense), net in the consolidated statements of operations.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, the Company’s s</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">hort-term investments consisted of $122.0 million and $5.9 million wit</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">h a contractual maturity date of less than one year and greater than one year, respectively. As of January 31, 2022, the Company’s short-term investments consisted of $108.3 million and $2.0 million with a contractual maturity date of less than one year and greater than one year, respectively. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2023 and 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.086%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less Than 12 Months</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">12 Months or Greater</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64,397 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64,397 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,909 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,999 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(810)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80,583 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,999 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82,582 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.778%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.087%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less Than 12 Months</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">12 Months or Greater</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,798 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,798 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023 and </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company had 27 and 25 short-term investments in an unrealized loss position, respectively. During the years </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ended January 31, 2023, 2022 and 2021, the Company had no other-than-temporary impairments of short-term investments.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortized<br/>Cost</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated<br/>Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,952 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,839 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,663 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159,024 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158,217 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortized<br/>Cost</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Estimated<br/>Fair<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,340 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,966 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,156 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,462 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,967 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,771 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 29239000 29239000 1122000 1122000 30361000 30361000 71981000 1000 729000 71253000 31500000 0 0 31500000 11952000 0 50000 11902000 7839000 3000 1000 7841000 5391000 0 31000 5360000 128663000 4000 811000 127856000 159024000 4000 811000 158217000 86505000 86505000 86505000 86505000 39340000 0 129000 39211000 40966000 0 1000 40965000 30156000 0 66000 30090000 110462000 0 196000 110266000 196967000 0 196000 196771000 0 0 0 122000000 5900000 108300000 2000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2023 and 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):</span><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.930%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.086%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less Than 12 Months</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">12 Months or Greater</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64,397 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64,397 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,909 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,999 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,908 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,359 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(810)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80,583 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,999 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(811)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82,582 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.778%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.087%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less Than 12 Months</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">12 Months or Greater</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unrealized Losses</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,798 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(196)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,798 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 729000 64397000 0 0 729000 64397000 49000 8909000 1000 1999000 50000 10908000 1000 1918000 0 0 1000 1918000 31000 5359000 0 0 31000 5359000 810000 80583000 1000 1999000 811000 82582000 129000 39211000 0 0 129000 39211000 1000 2497000 0 0 1000 2497000 66000 30090000 0 0 66000 30090000 196000 71798000 0 0 196000 71798000 27 25 0 0 0 Fair Value Measurements<div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts reflected on the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,978 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158,217 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,771 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its U.S. government agency securities, asset-backed securities, commercial paper, corporate debt securities, and U.S. government treasury securities within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.</span></div> <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts reflected on the consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.</span></div> The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):<div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,902 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government agency securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,360 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,856 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,239 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128,978 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158,217 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash Equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-Term Investments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,965 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,090 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,505 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">110,266 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196,771 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 29239000 0 29239000 0 1122000 1122000 29239000 1122000 30361000 0 71253000 71253000 0 31500000 31500000 0 11902000 11902000 0 7841000 7841000 0 5360000 5360000 0 127856000 127856000 29239000 128978000 158217000 86505000 0 86505000 86505000 0 86505000 0 39211000 39211000 0 40965000 40965000 0 30090000 30090000 0 110266000 110266000 86505000 110266000 196771000 Balance Sheet Components<div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Prepaid Expenses and Other Current Assets</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prepaid expenses and other current assets consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,518 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,560 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,297 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,534 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total prepaid expenses and other current assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,234 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,559 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,586 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,711 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">342 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">412 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized internal-use software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,884 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,772 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,582 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress—capitalized internal-use software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,395 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total gross property and equipment</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,096 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,477 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,666)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,189)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,430 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,288 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation and amortization expense was $3.2 million, $2.8 million and $2.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $2.2 million, $1.9 million and $1.1 million for the years ended January 31, 2023, 2022 and 2021, respectively.</span></div><div style="margin-top:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accrued Compensation and Benefits</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued bonus</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,944 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,557 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued payroll and benefits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,863 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee contributions under the ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accrued compensation and benefits</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,641 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,143 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Accrued Liabilities</span></div><div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other accrued liabilities consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued professional fees</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">717 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and value added tax payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes payable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">414 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,567 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,429 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total other accrued liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,076 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,231 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prepaid expenses and other current assets consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,518 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,560 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,297 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,534 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total prepaid expenses and other current assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,234 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,559 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4140000 4518000 2560000 2297000 1534000 1744000 8234000 8559000 3586000 3711000 342000 412000 7884000 5772000 1889000 1582000 3395000 0 17096000 11477000 9666000 7189000 7430000 4288000 3200000 2800000 2000000 2200000 1900000 1100000 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued bonus</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,944 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,557 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued payroll and benefits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,863 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee contributions under the ESPP</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accrued compensation and benefits</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,641 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,143 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5944000 5557000 3593000 4226000 1995000 2863000 1109000 3497000 12641000 16143000 <div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other accrued liabilities consisted of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued professional fees</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">717 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and value added tax payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes payable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">414 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,567 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,009 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,429 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total other accrued liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,076 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,231 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1020000 717000 737000 671000 743000 414000 1567000 0 2009000 1429000 6076000 3231000 Deferred Revenue and Remaining Performance Obligations<div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the deferred revenue balances (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, current</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,716 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,275 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,713 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,991 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in the deferred revenue balances during the years ended January 31, 2023 and 2022 were as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66,480)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(57,809)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases due to invoicing prior to satisfaction of performance obligations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,748 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,822 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,991 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Remaining performance obligations (“RPOs”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company’s RPOs were $165.9 million. The Company expects to recognize revenue of $117.2 million of these remaining performance obligations ove</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">r the next twelve months with the remaining balances recognized thereafter.</span></div> <div style="margin-top:6pt;padding-left:27pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the deferred revenue balances (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, current</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,716 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue, noncurrent</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,275 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,713 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,991 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in the deferred revenue balances during the years ended January 31, 2023 and 2022 were as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66,480)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(57,809)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases due to invoicing prior to satisfaction of performance obligations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,748 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,822 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,991 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,723 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 71716000 69010000 3275000 2713000 74991000 71723000 71723000 61710000 66480000 57809000 69748000 67822000 74991000 71723000 165900000 117200000 P12M <div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">7. Debt</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense was $0.1 million, $0.7 million and $7.0 million for the years ended January 31, 2023, 2022 and 2021, respectively. The effective interest rate was 4.1% and 16.0% for the years ended January 31, 2022 and 2021, respectively.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Term Loan</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the Company entered into an agreement for a term loan with a certain lender, which was amended in April 2019 and in June 2020 (the “Amended Loan”). The Amended Loan provided maximum borrowings of up to $25.0 million, maturing in June 2024. In January 2021, the Company repaid all outstanding indebtedness owed pursuant to the Amended Loan and terminated the agreement. Pursuant to the termination of the Amended Loan, the related security interests have been removed and the covenants shall be of no further force and effect.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the April 2019 amendment, the Company issued warrants to purchase 105,350 shares of the Company’s common stock at $7.48 per share, exercisable over 10 years. The fair value of the warrants was recorded to equity and as a debt discount that was amortized to interest over the term of the loan. The total fair value of the common stock warrants was $0.4 million. As of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, all warrants were outstanding and exercisable.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Credit Facility</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2017, the Company entered into a line of credit agreement with Silicon Valley Bank, or Credit Facility, providing the Company the ability to borrow up to $10.0 million from a revolving line of credit with an original maturity date in November 2018. Borrowings under the line of credit bear interest at a floating per annum rate equal to one half of one percentage point (0.50%) above the prime rate, which interest shall be payable monthly. The line of credit is </span></div><div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">secured with a pledge on substantially all the assets of the Company, except any intellectual property and is subject to a minimum revenue covenant.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2018, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $15.0 million and extend the maturity date to November 2019. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, an amendment was entered into with the Silicon Valley Bank to decrease the line of credit to $10.0 million. In October 2019, an amendment was entered into with Silicon Valley Bank to extend the maturity of the line of credit to November 2020. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2020, the Company entered into an amendment with Silicon Valley Bank to extend the maturity of the line of credit to February 2021. In January 2021, the Company entered into an amendment with Silicon Valley Bank to increase the line of credit limit to $40.0 million and extend the maturity date to January 2024. Upon the execution of this amendment, the Company borrowed $25.0 million from the line of credit. The outstanding principal balance is due at maturity with interest payable monthly. The line of credit bears a variable annual interest rate of the prime rate plus 0.5%. The Company is required to pay a fee equal to 0.25% per annum on the unused portion of the line of credit. The Company is also subject to a termination fee ranging from 0.5% to 1.0% of the line of credit if the Company terminates the agreement prior to the maturity date. The amendment also added certain financial covenants, including covenants related to certain financial metrics, that if not met, would limit the amount of additional borrowings under the line of credit. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amended line of credit agreement requires the company to maintain an adjusted quick ratio (as defined by the agreement) of at least 1.15 to 1.0. The line of credit agreement also contains certain customary affirmative and negative covenants as well as customary events of default, subject to certain exceptions, including restrictions on the Company’s ability to, among other things, incur debt and liens, maintain collateral accounts, undergo fundamental changes including mergers or consolidations, dispose assets including selling, transferring or assigning assets, pay dividends or other distributions or make or permit payments on any subordinated debt. The Company was in compliance with the financial covenants under the line of credit as of January 31, 2023. </span></div><div style="margin-bottom:12pt;margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company repaid the outstanding principal of its revolving line of credit of $25.0 million during the year ended January 31, 2022. As of January 31, 2023, $40.0 million was available for borrowing under the line of credit. On March 14, 2023, Silicon Valley Bridge Bank, N.A. announced that it had assumed the obligations and commitments of former Silicon Valley Bank, including the line of credit.</span></div> 100000 700000 7000000 0.041 0.160 25000000 105350 7.48 P10Y 400000 10000000 0.0050 15000000 10000000 40000000 25000000 0.005 0.0025 0.005 0.010 1.15 25000000 40000000 Leases<div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company leases facilities under non-cancelable operating leases, primarily for rent of office space. The leases have various expiration dates through November 2027, some of which include options to extend the leases for up to three years. The Company does not have any finance leases.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating lease costs were $2.9 million for the year ended January 31, 2023. Variable lease costs were $0.8 million for the year ended January 31, 2023. Short-term lease costs were $0.3 million for the year ended January 31, 2023.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents supplemental cash flow information related to leases (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash outflows from operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,169 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right-of-use assets obtained in exchange for lease obligations:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents supplemental balance sheet information related to operating leases (in thousands, except for lease term and discount rate):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,940</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,117</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities, noncurrent</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,543</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating lease liabilities</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,660</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, remaining maturities of operating lease liabilities were as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Period</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,309</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2025</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,975</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2026</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">352</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2028 and thereafter</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">251</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,059</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(399)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,660</span></td></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments under non-cancelable operating leases as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022 under ASC 840 were as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,845</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,638</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,178</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">362</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 and thereafter</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,023</span></td></tr></table></div> P3Y 2900000 800000 300000 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents supplemental cash flow information related to leases (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash outflows from operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,169 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right-of-use assets obtained in exchange for lease obligations:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3169000 2811000 The following table presents supplemental balance sheet information related to operating leases (in thousands, except for lease term and discount rate):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,940</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,117</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities, noncurrent</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,543</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating lease liabilities</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,660</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table> 6940000 3117000 4543000 7660000 P2Y8M12D 0.038 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, remaining maturities of operating lease liabilities were as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Period</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2024</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,309</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2025</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,975</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2026</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">352</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fiscal 2028 and thereafter</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">251</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,059</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(399)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,660</span></td></tr></table></div> 3309000 2975000 1172000 352000 251000 8059000 399000 7660000 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum lease payments under non-cancelable operating leases as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022 under ASC 840 were as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ending January 31,</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,845</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,638</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,178</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">362</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 and thereafter</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,023</span></td></tr></table></div> 2845000 2638000 2178000 362000 0 8023000 Commitments and Contingencies<div style="margin-top:12pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Contractual Commitments</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other contractual commitments relate to third-party cloud infrastructure agreements and subscription arrangements. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2023 are presented in the table below (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.991%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Minimum<br/>Annual<br/>Commitments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ending January 31,</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,358 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,881 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028 and thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,084 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,631 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Legal Matters</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. The Company is not currently a party to any legal proceedings that, if determined adversely to it, would, in management’s opinion, have a material and adverse effect on the Company’s financial condition, results of operations, or cash flows. </span></div><div style="margin-top:18pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Indemnification Agreements</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which the Company agrees to indemnify customers, vendors, lessors and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. Additionally, the Company entered into indemnification agreements with the Company’s directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements nor are we aware of any such claims that could reasonably be expected to incur material costs.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2023 are presented in the table below (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.809%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.991%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Minimum<br/>Annual<br/>Commitments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ending January 31,</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,358 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,881 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028 and thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,084 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,631 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 13358000 15141000 16881000 14167000 15084000 74631000 Stockholders’ Equity (Deficit) and Employee Incentive Plans<div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Redeemable Convertible Preferred Stock</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon the closing of the Company’s IPO, all 26,710,600 shares of redeemable convertible preferred stock were automatically converted into shares of common stock, which includes an additional 640,387 shares of redeemable convertible preferred stock. The additional shares of redeemable convertible preferred stock consisted of 162,032 shares for the Series E conversion feature and 478,355 shares for the Series G dividends. The carrying value of $259.8 million was reclassified into common stock and additional paid-in-capital. As of January 31, 2023, there were no shares of redeemable convertible preferred stock issued and outstanding. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Common Stock</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 1,000,000,000 shares of common stock at a par value of $0.00001 as of January 31, 2023 and 2022.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of January 31, 2023 and 2022, no dividends had been declared.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, the Company has reserved common stock for future issuance as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31, 2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,167,495 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for future issuance under the 2021 Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,063,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,798,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock units issued and outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,502,982 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,497,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for future issuance under the 2023 Inducement Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,300,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">954,159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">830,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock warrants</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105,350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105,350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,745,687 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,399,384 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock Plans</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has four equity incentive plans: the 2008 Equity Incentive Plan (the “2008 Plan”), 2018 Equity Incentive Plan (the “2018 Plan”), 2021 Equity Incentive Plan (the “2021 Plan”) and 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), collectively (the “Stock Plans”). In connection with the Company’s IPO in July 2021, the 2008 Plan and the 2018 Plan were terminated and replaced by the 2021 Plan and all shares that remained available for issuance under the 2018 Plan at that time were reserved for issuance under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will be increased by any shares of common stock subject to awards outstanding under the 2008 Plan and the 2018 Plan that expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has issued stock options to employees, directors, consultants and advisors pursuant to the 2018 Plan and restricted stock units (“RSUs”) under the 2021 Plan.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Equity awards permitted under the 2021 Plan may be stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. Stock option grants may be either Incentive Stock Options (“ISO”) or Non-Qualified Stock Options (“NSO”). ISO may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, consultants, and nonemployee directors. Employee stock options are granted with an exercise price no less than the fair value of the underlying common stock on the grant date. Options granted under the 2021 Plan expire ten years from the date of grant and generally vest over four years at a rate of 25% upon the first anniversary of the issuance date and 1/48 per month thereafter.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, there w</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ere 2.1 million shares available for grant under the 2021 Plan. The 2021 Plan provides that the number of shares reserved will automati</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">cally increase on the first day of each fiscal year, beginning on February 1, 2022, by an amount equal to the least of (i) 4,120,000 shares, (ii) five-percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the 2021 Plan no later than the last day of the immediately preceding Fiscal Year.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective January 12, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,300,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The maximum number of shares of our common stock that may be issued under the 2023 Inducement Plan will not exceed 1,300,000 shares, all of which were available for future awards as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The 2023 </span></div><div style="margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with such rule.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Employee Stock Purchase Plan</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In July 2021, the Company established an Employee Stock Purchase Plan (“ESPP”) in which eligible employees may contribute up to 15% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of (1) the fair market value of a share of the Company’s common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s common stock on the purchase date. A participant will be permitted to purchase a maximum of shares during each offering period and no participant may purchase more than 1,000 shares during any offering period.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Except for the initial offering period, the ESPP provides for 24-month offering periods beginning March 21 and September 21 of each year, and each offering period will consist of four six-month purchase periods. The initial offering period began on July 22, 2021 and will end on September 20, 2023. The initial offering period consists of four purchase periods with the first purchase date on March 21, 2022, and the final purchase period ending on September 20, 2023.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized stock-based compensation expense related to the ESP</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">P of $2.0 million during the year ended January 31, 2023. As of January 31, 2023, accrued ESPP employee payroll contributions of $1.1 million are included within accrued compensation and benefits in the consolidated balance sheet. ESPP payroll contributions used to purchase shares are reclassified to stockholders’ equity on the purchase date. As of January 31, 2023, $0.7 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized over a weighted-average vesting period of 0.6 years.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 31, 2023, 314,315 shares of common stock were issued under the ESPP.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock Options</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock option activity under the Stock Plans for the year ended January 31, 2023 (aggregate intrinsic value in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Options Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Options</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Exercise<br/>Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Contractual<br/>Term</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,150,821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.76 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.53</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126,368 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(801,079)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(530,262)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.21</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest as of January 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.21</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and exercisable as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,525,570 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.69</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,560 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The weighted-average grant-date fair value of options granted during the years ended January 31, 2022 and 2021 w</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$9.30 and $3.18, res</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">pectively. The total intrinsic value of options exercised during the years ended January 31, 2023, 2022 and 2021 was $9.3 million, $28.2 million and $3.6 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized stock-based compensation expense related to stock options of $6.4 million, $7.5 million and $4.7 million, during the years ended January 31, 2023, 2022 and 2021, respectively. As of January 31, 2023, there was $8.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.7 years.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 31, 2018, in connection with services provided for recruitment, the Company granted 40,646 stock options outside of the Stock Plans to a third party. During the year ended January 31, 2023, the recipient exercised 16,674 stock options and as of January 31, 2023, the recipient had exercised all 40,646 options.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Service-Based RSUs</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 31, 2022, the Company began granting RSUs to its employees, which have service-based vesting conditions. The service-based vesting condition for these awards is generally satisfied by rendering continuous service for four years, during which time the grants will vest quarterly.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table is a summary of RSU activity for the year ended January 31, 2023:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs Outstanding</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of RSUs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value Per Share</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283,558 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.76 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,340,172 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.80</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452,477)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.07</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(728,271)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.84</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,442,982 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.39 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate grant date fair value of the RSU awards granted was $77.2 million and $13.5 million during the years ended January 31, 2023 and 2022, respectively, which represents the fair value of the common stock on the date the service-based vesting awards were granted.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We recognized $15.3 million and $1.1 million in stock-based compensation expense related to service vesting-based RSUs during the years ended January 31, 2023 and 2022, respectively. As of January 31, 2023, there was $56.9 million of unrecognized compensation expense related to service-based RSUs expected to be recognized over a weighted-average vesting period of 3.2 years.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Market-Based RSUs</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 31, 2023 and </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Board of Directors granted restricted stock unit awards with market-based vesting conditions (“Market-based RSUs”) to certain executive officers and members of senior management pursuant to the 2021 Plan. The Market-based RSUs are comprised of four tranches that vest depending on a consecutive 60-trading day stock price target of the Company’s common stock. The grant fair value of each tranche was calculated using a Monte Carlo simulation model with the following assumptions:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Market-based awards:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of market-based RSU activity for the year ended January 31, 2023:</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs Outstanding</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of RSUs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value Per Share</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,214,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(168,000)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,060,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The grant date fair value of market-based RSUs was estimated at $0.1 million and $7.9 million during the years ended January 31, 2023 and </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2022, respectively, and is being expensed over the requisite service period of each tranche regardless of whether the market condition is satisfied.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense related to market-based RSUs was $2.0 million during the year ended January 31, 2023. During the year ended </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, stock-based compensation expense related to market-based RSUs was immaterial. As of January 31, 2023, there was $4.9 million of unrecognized compensation expense related to market-based RSUs expected to be recognized over an average vesting period of 2.7 years.</span></div><div style="margin-top:12pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Determination of Fair Val</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">ue</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company estimates the fair value of stock options and purchase rights issued to employees under the ESPP using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Expected term—The expected term represents the weighted-average period the stock options are expected to remain outstanding and is calculated using the simplified method, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Expected volatility—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company does not have sufficient trading history for the Company’s common stock.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Risk-free interest rate—The risk-free rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s awards.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Dividend yield—The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value of underlying common stock— Prior to the Company’s IPO, the fair value was determined by the Board of Directors with input from management and contemporaneous independent third-party valuations. Subsequent to the IPO, the fair value of the Company’s common stock is based on the daily average selling price on the Nasdaq Global Select Market.</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of employee stock options was estimated using the following weighted-average assumptions:</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Stock Option Plans:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">*</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:31pt">No stock options were granted during the year ended January 31, 2023.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of employee stock purchase rights for the offering period under the ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Employee Stock Purchase Plan:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue—subscription</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue—services</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,937 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,343 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,316 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,426 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,536 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,390 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,047 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,696 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,786 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,750 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,671 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 26710600 640387 162032 478355 259800000 0 0 200000000 0.00001 1000000000 1000000000 0.00001 0.00001 1 0 0 <div style="margin-top:12pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, the Company has reserved common stock for future issuance as follows:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31, 2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,167,495 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for future issuance under the 2021 Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,063,716 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,798,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock units issued and outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,502,982 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,497,558 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for future issuance under the 2023 Inducement Plan</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,300,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">954,159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">830,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock warrants</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105,350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105,350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,745,687 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,399,384 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7819480 9167495 2063716 2798981 4502982 1497558 1300000 0 954159 830000 105350 105350 16745687 14399384 P10Y P4Y 0.25 2100000 4120000 0.05 1300000 1300000 0.15 0.85 0 P24M 4 2000000 1100000 700000 P0Y7M6D 314315 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock option activity under the Stock Plans for the year ended January 31, 2023 (aggregate intrinsic value in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.354%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.085%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Options Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of<br/>Options</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Exercise<br/>Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Contractual<br/>Term</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,150,821 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.76 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.53</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126,368 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(801,079)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(530,262)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.21</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and expected to vest as of January 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819,480 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.21</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested and exercisable as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,525,570 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.69</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,560 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 9150821 9.76 P6Y6M10D 126368000 801079 6.40 0 0 530262 14.54 7819480 9.78 P5Y2M15D 51606000 7819480 9.78 P5Y2M15D 51606000 6525570 8.27 P4Y8M8D 48560000 9.30 3.18 9300000 28200000 3600000 6400000 7500000 4700000 8800000 P1Y8M12D 40646 16674 40646 P4Y <div style="margin-bottom:6pt;margin-top:6pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table is a summary of RSU activity for the year ended January 31, 2023:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs Outstanding</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of RSUs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value Per Share</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283,558 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.76 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,340,172 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.80</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(452,477)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.07</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(728,271)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.84</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,442,982 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.39 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of market-based RSU activity for the year ended January 31, 2023:</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs Outstanding</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Number of RSUs</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value Per Share</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,214,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(168,000)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances as of January 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,060,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 283558 43.76 4340172 17.80 452477 23.07 728271 21.84 3442982 18.39 77200000 13500000 15300000 1100000 56900000 P3Y2M12D The grant fair value of each tranche was calculated using a Monte Carlo simulation model with the following assumptions:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Market-based awards:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> P4Y8M12D P5Y 0.630 0.500 0.029 0.017 0 0 1214000 6.48 14000 5.30 0 0 168000 6.48 1060000 6.47 100000 7900000 2000000 4900000 P2Y8M12D <div style="margin-top:6pt;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of employee stock options was estimated using the following weighted-average assumptions:</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Stock Option Plans:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">*</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">*</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:31pt">No stock options were granted during the year ended January 31, 2023.</span></div> P6Y1M6D P6Y1M6D 0.420 0.400 0.010 0.004 0 0 0 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of employee stock purchase rights for the offering period under the ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Employee Stock Purchase Plan:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P0Y10M24D P1Y 0.630 0.500 0.006 0.001 0 0 <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue—subscription</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue—services</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,937 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,343 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,316 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,426 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,536 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,390 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,047 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,696 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,786 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,750 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,671 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 535000 196000 69000 433000 196000 54000 7937000 3343000 1316000 9426000 3968000 1536000 7390000 3047000 1696000 65000 0 0 25786000 10750000 4671000 Income Taxes<div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of income (loss) before income taxes were as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75,449)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,180)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42,232)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,966 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,293 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67,456)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(57,214)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,939)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for income taxes consists of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">957 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">991 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,044 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(486)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(486)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,038 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,044 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes computed at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. tax on foreign earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.8)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.7)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the Company’s deferred tax assets are as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82,366 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80,434 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credit carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,927 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,311 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and reserves</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,541 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,344 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,873 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">776 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,302 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,680 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized research &amp; development costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,352 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,882 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124,435 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,503 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(117,310)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100,983)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,125 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,520 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred commissions</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,993)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,858)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,646)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(662)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,639)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,520)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">486 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A valuation allowance is provided when it is not more likely than not that some portion of the deferred tax assets will be realized. Management believes that, based on a number of factors, it is more likely than not that the U.S. federal and state net deferred tax assets will not be fully realized, thus a full valuation allowance has been recorded as of January 31, 2023, 2022 and 2021. A valuation allowan</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ce of $117.3 million, $101.0 million, and $83.1 million has been established by the Company as of January 31, 2023, 2022 and 2021, respectively. The change in the valuation allowance during the years ended January 31, 2023, 2022 and 2021 was an increase of $16.3 million, $17.9 million and $14.7 million, respectively, primarily due to additional losses.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, the C</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ompany had net operating loss carryforwards of $324.4 million for U.S. federal and $178.5 million for U.S. state income tax purposes available to offset future taxable income. Of the Company’s U.S. federal NOLs, no amount may be carried forward indefinitely with no limitations when utilized, and $155.6 million may be carried forward indefinitely with utilization limited to 80% of taxable income. The remaining $168.8 million will begin to expire in 2028. The Company’s state NOLs carryforwards begin to expire in 2026.. As of January 31, 2023, the Company had federal and state research and development credits of $13.8 million and $12.6 million, respectively. The federal research and development credits will begin expiring in 2029. The state research and development credits are not currently subject to expiration. Utilization of the net operating loss and tax credit carryforwards may be subject to ann</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ual limitation due to </span></div><div style="margin-top:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the ownership change limitations provided by the Code and similar state provisions. Such an annual limitation could result in the expiration of net operating loss and tax credit carryforwards before utilization.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Foreign withholding taxes have not been provided for the cumulative undistributed earnings of the Company’s foreign subsidiaries as of January 31, 2023 due to the Company’s intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not reasonably practicable.</span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table shows the changes in the gross unrecognized tax benefits (in thousands):</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,835 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,162 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase related to current year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,744 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,673 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,401 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase related to prior year tax positions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,579 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,835 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,162 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023, 2022 and 2021, no amount of unrecognized tax benefits, if recognized, would impact the Company’s effective tax rate.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were no interest and penalties associated with unrecognized income tax benefits for the years ended January 31, 2023, 2022 and 2021.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in various international jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to examination by U.S. federal and state taxing authorities. Tax years 2015 and forward generally remain open for examination for foreign tax purposes.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of income (loss) before income taxes were as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75,449)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,180)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42,232)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,966 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,293 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67,456)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(57,214)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,939)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -75449000 -61180000 -42232000 7993000 3966000 3293000 -67456000 -57214000 -38939000 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for income taxes consists of the following (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">957 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">991 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,044 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(486)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(486)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,038 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,044 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 0 0 65000 58000 53000 1459000 957000 991000 1524000 1015000 1044000 0 0 0 0 0 0 -486000 0 0 -486000 0 0 1038000 1015000 1044000 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effective tax rate differs from the federal statutory income tax rate applied to the loss before provision for income taxes and tax due to the following:</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes computed at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. tax on foreign earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.8)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.7)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.210 0.210 0.210 0.048 0.050 0.137 0.016 0.002 -0.003 -0.026 0.020 0.001 0.022 0.022 -0.001 -0.014 -0.002 0.011 -0.242 -0.312 -0.378 -0.029 -0.008 -0.004 -0.015 -0.018 -0.027 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the Company’s deferred tax assets are as follows (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:71.930%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.083%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82,366 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80,434 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credit carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,927 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,311 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and reserves</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,541 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,344 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,873 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">776 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,302 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,680 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized research &amp; development costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,352 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,882 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124,435 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106,503 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(117,310)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100,983)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,125 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,520 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred commissions</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,993)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,858)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,646)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(662)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,639)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,520)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">486 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 82366000 80434000 15927000 13311000 4076000 2541000 2344000 2873000 36000 776000 3302000 2680000 16352000 3882000 32000 6000 124435000 106503000 117310000 100983000 7125000 5520000 4993000 4858000 1646000 662000 6639000 5520000 486000 0 117300000 101000000 83100000 16300000 17900000 14700000 324400000 178500000 155600000 0.80 168800000 13800000 12600000 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table shows the changes in the gross unrecognized tax benefits (in thousands):</span></div><div style="margin-top:12pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,835 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,162 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase related to current year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,744 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,673 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,401 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase related to prior year tax positions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,579 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,835 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,162 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 8835000 7162000 3601000 1744000 1673000 1401000 0 0 2160000 10579000 8835000 7162000 Restructuring<div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of the fiscal year ended January 31, 2023, the Company initiated a restructuring plan to improve operational efficiency. This resulted in severance costs and related costs and stock-based compensation related to modifications of vested awards granted to certain employees impacted by the restructuring plan.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restructuring expense was as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee severance and related costs</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,598 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total restructuring charges</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,663 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Restructuring Liabilities</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restructuring liabilities are reported within accrued expenses in the Consolidated Balance Sheets. The balance as of January 31, 2023 of $1.6 million is comprised of employee severance and related costs. An immaterial amount was paid during the year ended January 31, 2023.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restructuring expense was as follows (in thousands):</span></div><div style="margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.718%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.082%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31, 2023</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee severance and related costs</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,598 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total restructuring charges</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,663 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1598000 65000 1663000 1600000 0 Geographic Information<div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table depicts the disaggregation of revenue by geographic area based on the billing address of the customer (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,074</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66,737</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,062 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,468</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,548</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,824</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,542</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,285</span></td></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No individual foreign country contribute</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d 10% or more of to</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">tal revenue for the years ende</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d January 31, 2023</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, 2022 and 2021.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2023 and 2022, the majority of the Company’s long-lived assets, including operating lease ROU assets were located in the United States.</span></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table depicts the disaggregation of revenue by geographic area based on the billing address of the customer (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,074</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66,737</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,062 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,468</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,548</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,824</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,542</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,285</span></td></tr></table></div> 95762000 77074000 66737000 59062000 46468000 36548000 154824000 123542000 103285000 Net Loss per Share<div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Numerator</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,494)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58,229)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39,983)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cumulative dividends on Series G redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,917)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,076)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,494)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,146)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44,059)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Denominator</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 28pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,777 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,717 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders, basic and diluted</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.53)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.37)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.71)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):</span></div><div style="margin-bottom:18pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,167 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,912 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock purchase rights under the ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock warrants</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock (on an if-converted basis)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,513 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,553</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,001</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,530</span></td></tr></table></div> <div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Numerator</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,494)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58,229)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39,983)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cumulative dividends on Series G redeemable convertible preferred stock</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,917)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,076)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,494)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61,146)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44,059)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Denominator</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 28pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,777 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,717 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders, basic and diluted</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.53)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.37)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.71)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -68494000 -58229000 -39983000 0 2917000 4076000 -68494000 -68494000 -61146000 -61146000 -44059000 -44059000 44787000 44787000 25777000 25777000 5717000 5717000 -1.53 -1.53 -2.37 -2.37 -7.71 -7.71 <div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):</span></div><div style="margin-bottom:18pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.142%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.406%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.084%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,819 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,167 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,912 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock purchase rights under the ESPP</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock warrants</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Redeemable convertible preferred stock (on an if-converted basis)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26,513 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,553</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,001</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,530</span></td></tr></table></div> 7819000 9167000 8912000 4499000 1498000 0 130000 231000 0 105000 105000 105000 0 0 26513000 12553000 11001000 35530000 Subsequent Events<div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Silicon Valley Bank</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Thereafter, the FDIC transferred all deposits of SVB to a newly created bridge bank, named Silicon Valley Bridge Bank, N.A. (“SVBB”), providing all depositors access to their money beginning on March 13, 2023. On March 26, 2023, the FDIC announced that it had entered into a purchase and assumption agreement for all deposits and loans of SVBB by First-Citizens Bank &amp; Trust Company, Raleigh, North Carolina. The Company maintains certain operating accounts and has an undrawn revolving credit facility with the former SVB. The remainder of the Company’s cash, cash equivalents and short-term investments are held at other financial institutions or third-party custodians. The Company believes that its potential exposure to any loss related to its accounts with the former SVB would not be material. </span></div><div style="margin-top:12pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Modification of Market-Based Awards</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 20, 2023, the Board of Directors approved a modification of the Company’s 1,060,000 outstanding Market-based RSUs granted to certain executive officers and members of senior management. </span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The 840,000 awards granted to certain executive officers were modified from market-based vesting conditions to performance-based vesting conditions and will vest based on the Company achieving certain financial metrics over revised service periods. As of the modification date, total incremental stock-based compensation is approximately $6.0 million to be recognized over the revised service periods.</span></div><div style="margin-top:6pt;text-align:justify;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The 220,000 awards granted to certain members of senior management were modified to revise the 60-trading day stock price target of the Company’s common stock and the requisite service periods. As of the modification date, total incremental stock-based compensation is approximately $1.4 million to be recognized over the revised service periods.</span></div> 1060000 840000 6000000 220000 1400000 EXCEL 93 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�J1]'49Q5K MR]C66\8_54F'YC%]WWL_"0DM3[7;Y:EC9S26_QK3�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
=R7)B#KI@CV]>#B: M*R'5]TNM )?3J?G*DB'+C2?QS<_*\1-83?L#.WM=C NR.5 FS0K9WB,.]W?L M8^BE\5W76WY^<,L+39J';BEV-P*T1/(-=_J)>+J#)XL'])P;/.SJ'[[D@5(_ M3PHA!HKDSYO0:*HFV'?%V>ES^/?[Q_#/\[/BHJI>PH<5VX":P'OVHGAR5CQ_ M4KP'C+W,V%6DC9"=:LN?/"P>/(/_7IP_1)!&V]%.8=-+#%TB4=08OF36_X0V MQMMDFA,69"4EXZEW&,+9">>B*Y=8*P8'7A$LS0[S8]X,O@I!Y[9 MZ>TD?XR#B;64J)(9?,P/.]B5D^'3&Y/!B/[C_'>X8"CP5AFFZGX007 YVB8] M?N;+K0:,4\5^ M[.QL+LZ1TF$ZN+XB=+YNMH.@[:NNI*:KYURP U:$MIM<-03Y3E>0Q'=<8V;,NJ^$X7 M=U'\1=M=9QD4%1CM*7]EBMMVCL%-6X=-3WV/(APE30/JTW; M)B;AKRYIX9?ZE8(#Y&>G_QF:(9%77$]Y]*03^-LLTD7QH;6'NTF.$:,67TD) M ]QGY__)A5D44+VW6IP^SN1IOG'I<[BG& WXNQ9I177Q+E$7*>6R6(>RB1B+ M4< =GU:41A_>Q@(QZJ5?<1.JQL.IA0$UU5X;5<,4B>"GME+909F/FD/O6MUO MDEJ/!YCE^5KWO.Q#HB5A,F0^!"VBJF\=& MIU#C'/" GC%<5'#;RLV-^I,T"@^PI$G?NMT-&.;UL:X@*;HCQ\TU;EVSO<,Y M2.HBCSBEH@Z\6V!OO,<4>W'VLO@0NUMXBY@X^WUP-.Z/)PK6.CA>,,$49P^R MC"2FS&Z@\$(V.I_8*/5;!1S=:QJ"%;43;VL+5G0%L7X\APPCH,L-/7DN9+T4831;+3@'U,&S9^UH:-&25( M/QYIYAAYOAAWFK%+DH9';NT5(W0M50E*YS$C18$65IN)5XRA@;%"+\?@72R MF@MC3^Y(',B,3(IE8(T>24A2&ET(]IEQQLELGHK?X>@81[XE+:X7F"?<:T?_5.\XW6M%@4:6\U=).:[$T> (-M5; M<@?JUT2"ZS;"/::Z.=P&-A]/+I77M X*8_6I!.9BX86T M_.4SU ^P)1)=[7D: 3<>(11'12D3G'H+8-_#[(ZTZU[$K:X,V^8 M=[E0OIBEB;U'Y7)]3"YBCAF\4#S['KSS3/+)5R;@T*+&E)H^T.)PL?#K+J/D MHKA(99Q*!HIPW ]K>Y-G6LO;6@WKXILBZ.^9<7^FW#E:9&_MLB,[7LSXV>%J MDP-6TP'OIG)A1A@.)GK^!):1G=*ND2W-9:0(>3HU7HNG/^F0]/0;2SK7.JQ1 MY%TQ+$]#%2YP2^00_$:DI+$C R>._Q6HY/Q<^#!W*\*^#C_\].%SG'%X;"*H M5D[QD%$Y<^A2"C4<5Z/0P%"F9(U/>Y+QR+ M6/$I_4H*[B+)=DKK%6-Z6J#DU0]A'5J)"?,$,G!E9&E2NSR))8S0)C_]+<61 MC=?R2EVSRL=U3_)/&MCA.=H'1X(WQNS+^. 3 $$#(9/V?8XVY9CET7T\]I:> MX<]K"H>2B1=* M$8Z%-++ 8=X'Y]T!';CH-(U8A>!R)Q]#%I%-9A81;W37". M0VS*L]#.2F_U2U*P*2-DFA&E[UV[GK\G9_>"T4%_:7B(8FKG80V#ZL&X!,*$ M@U;"D.@NC8_G%90XLR0,%!AU'$B%)'O9&%#,DQ22$(K[@I/M^] N.N4FU*NI M?6*%H!PN"5Q.E7FC]AE:92V-^*[0;!\W 7#82KRG9 L0^D"V(L+.MN$H=QS: M41@=L$07R9?<'+-(E7.Y 3:;[Y\6?;/] M>Q<^CL8A4PSK2^=785:^EX_L2>Y4"0<& P;,V2!#"-U!(KVJE"3 ;FT5_"Q+@4#P)S$+/\E4NF MY,8R->>2N2*9%9.WHXZZ?E3C@Y5CS9:5@9GX1H50BD94/3*QI4I=C^1E1#9_ MVX;.$TLG//5)1#ED[SA_VMMRTU(8B=HPT+**(QF=XOLJ6BX2#]E!3M3BS+9^;YOK4(!)LD#KX:JT%"ZP$1=R M(@7R!VEHK);GW<,K"0)19X-,55T$A&6#:?K\24NF1N"%8)Y@ +6ZUJ]?XV;/ MFZ2T>7(V4#[T+9W_K SVTQBFT90C86S"?RSP#?EYK/O%2WI#W:@R%6TV0N9D MTN[@[/2]1>WA7$UNBJ+]Y(NAXJBM XQJ3\QA^U]JB<>Y&]E$[Q(5*OU*;#0G M-@JQF23Y9PYI.;L_;QV^FE30WH?9V .ZQ47Z!N?I75M<#&O@-KAT9\_9Y(YI MF\G1^F\=G3V<8P@)C$2O7^\[Q]ZF5D.'TR'NX)Z!]YNM728;V+STK4B1.L[QK 8#[U5!;E&3 _#$:$Z?<"!]&I)<$_X< M6O[Q>R/4,[D%R?Q=C>0KRO *]2Z3VDSU-T<=,4%E:>#@GE^B0V5L/\'MHO0\ M,/X+N4MP/2:NQ8OYV?DL;YQ_P-](\?V3TX2$Q."+EG)BBM'[GF"_RKR>[4>3F_1ZB!(()BIA$AT@ H3.J62UR6 M8XM-1P.'X'0<6$ .BOA8Q-N!P,<8SMXN9P:_QF]J MDP!:5B4^T]!BWG3#14;LO>1=RT2RC9:WK7;21(?)&+ER:*=(!+;P^D ]S1@ MV&J)M5@8270G1C@GQN >0,.3ORVYZ](0QH.QYB'B"[S",O+7B;_FE1#\S0K' MIW!7W38N'1]R:FD=WV\./1O(WOGBV^S[_,ZOO%T_AM M5^D74\VDN.E /' _=B4-+C&.G,N'49=V^/HQF16.];15 ">"'1N)]YS-^8U#5J=5(_Z M_& M.=D[G!"P5:I&D@%3E/(E,XR')=_C?-$SC^6;-J3V^#NN^,MTZ2O?*?L[AEU. MGA*)AUYBZ)B^MN@H97#,XL'+X [4E%HB@YUD.W#2M2OYVY=V/7VIMN+_.$X6 M_,7V(*^.V&9@4).M=?9X-EUL*$ZEU+"_YQB66-J/SY^!I?U+_GU%Z9.O'O6O M7SVJ/?Q3PG]POT*4V$LPA^F[)MO^QY.SD^2O>,E_/+DX>WEQ M?O((WHR/OWZU ]W]B^FH **Q*WCU=/']TQ..>.@OO=OADC@!IW=;^A'G3MH. M'X#/5\[U^@MNL'?=%P+O]?\"4$L#!!0 ( ,J%?5;4D">T_@4 "H2 9 M >&PO=V]R:W-H965T74A*IWSDGV61%5%0>7ZAN5B==GS>AO"%SY?:$,8 M75TLZ9S=,?UU^5GB:;1%R7C!2L5%222;7?:NO?.;T/!;AF^ MS,.'[++G&H58SJ;:(%#\/+);EN<&"&I\;S![VR.-8'N]07]G;87/:2'LG8C%:Y_B)6O['&GLC@346N['^RJGG#L$>FE=*B:(2A0<'+^I?^ M:/S0$DC<#@&_$?"MWO5!5LLW5-.K"RE61!INH)F%-=5*0SE>FJ#<:8E=#CE] M=4O5@KS]7O%'FK-2*T++C-PMA-2O[IDLR(?RD2E=F*V+D<:!1FPT;*"V1-'\=L[M^CFHMTKI9TRBY[N"F*R4?6NWKYPHO=UR=T M#KJN=W\;T8TMF]%L:3E^N6+Q/?& MKQ69&GCV!%Y9>&W@>0N^STM@B$J!1PW.R;4B8D:0 16JQS8)R'4!:9R7D?=2 M*-7\?ZLTQYUE1R*+E&1KW"'Y@)HWJP!.SHB?.GZ08F%5]5_OK9K-6R&70@(4 MUWZBB6+32G+-8;3G>+Z_%=C\UM1[H6E^:'C@.D'L'<@TY Z/?QW>#'[BQ'% 0M)//(AX/DZ)XD;HC'A1ZKA^B)7YJWD,-7&0 MGL<3S/]%"9;$<&S4D6#-9D>J-+M/0]60?R)5@M0)PET.]#V3,"#ZGG>8,*'K MI''<8A[4I.A$LB";O:@E$\<#0W/3?XNCYSIAW,HR+XT'ENK'K6BF,4V.02 ))D"2;*%F64>&2S%,R/]''DT M &K-"9BJ1)!RFVISS%-(1TD,$SR)6EA#;839#\QEB@T<4B++;*ED.*=4(N>9 M!50:/[4_D=88XQ B#$)JV%%)G:,56Y'C(3)'<65-G)$S%+JAB_DDS^VH!3>> M1<-T2UAQ3=!GC9#MJ17BA\MCT@3N-9D#$'0/.'-!86E91\L"S>$3G+Z_X\!M M:LGL2)>O.RSR.RQZED%N,@SV#6I;"(/^4WONC^@]MW6GE2--:AC0&>62H%Y4 M>,:DWF4CSM1DQ:3)0<@]!2-+H7@]+!_OMS!X6/)A[WQNN[N72W@M/>-Y&IZ\O7G6\^UHY^9YS\S3CY9S:?49?/FMY] M1N(0?7#,'67X7X(O@0].K5E&]TZ39O.C0KN)L_HW(V;6VJ.KJR:ZQ*7"=* EO2;4&W2N^:=N)CV^_JV?^K6'MU&)O&VQ'K M?::#[FR]=E,5R.TZ13Y3VFCENY*2EDO^C?J*F>GB]C3FOHK1@&C5BGJ5OS*5' H51BG H"#A&ULK5A= M;]LV%/TKA#L4+:#8DAP[3IH$2-(&Z[!B1=-V#\,>:(FVB$BD2E)QO%^_8DK4Y;WGGOM!,J"Y7U25HS2.IZ.*2S4X/_5S'\WYJ6Y<*97X:)AMJHJ;]:4H M]>ILD RZB4]R63B:&)V?UGPI;H3[4G\T>!OU6G)9"66E5LR(Q=G@(CFY/"1Y M+_!5BI7=>F;DR5SK6WIYGY\-8@(D2I$YTL QW(DK49:D"#"^M3H'O4E:N/W< M:;_VOL.7.;?B2I>_R]P59X/9@.5BP9O2?=*KGT7KSX3T9;JT_I>M@NSX<,"R MQCI=M8N!H)(JC/R^Y6%KP2Q^8D':+D@][F#(HWS+'3\_-7K%#$E#&SUX5_UJ M@).*@G+C#+Y*K'/GUUP:]I67C6 ?!+>-$6#KI(HYL37/Q-D )6&%N1.#\YT_Y/8_"M%[',AV)6N:J[6*(],-S2)0F>9, X%S?2"29J2BJM,\I)Q M:P4FN,I9*?E%D8;[>%FIS ]'G 66#WH ,0>I3-B%6BP;9Z82IJ#9HXEFZQB?LB]*/ M".OQV::FC LXL-0%H$IW2+R'E.=4<9ME:Q$](V"1PZI&2FE=6ES -'O/1I[W>9MD%P6S#QK9$P2:TDVO2/4,OD M[M9DS=>> '(#DZ81#QI(71M]+['+[KB2XZ]UT!8@"K2XQH0EWDUMB53T[\9W MM.!>* [RC\H4HKXW*_>0J+Y6O4MNTPQ?OIBER=$;VW$8JI!:F-LA&I5$[C;& M5R@.!^AVKWQ1Z\;"5?OZA%UXI-C+&IQY^NVL+Y2VK-AG[5![5T3KNPVMM*6* M=9<,BP8JV4\L/8[2\3$>/,[TS6;J2IO:)S::[MRAE68=6YUH$B5IVOX&FP]# MV>D*,N,X&D\3=D/L'WRFO'^O[M#_P@;R97@S9$M])XRJ/,'&,[7>9_DHB=+) MN!O ="6,WU-J7J-T.S$P-(GC;O@!AY+H.$Z[X2$@G"M5MA].-#M,VM\+"O/! MG&>WB/$>V0DXB-O?0)K/Q@/?!^06'SVH%(HGTWX,B[8BEZ2SZ/AH1D^3681D MVY\GZ7_*D]D4'$YV\J2=>B+R[==.O'W]'V(_AM])T@U/QOXPCHZGDV[X?NR1 MG/%QW T_%IDDCM+IM!^[R/1<=1_P=#R-CHZ2G5-25J(EH/72ID2-X3'M*^D* MN=D(VV:\M^O,1<9Q#B"!M>_K7B#WMPS?B=M=L#NQ/+%_#Y]#^-V"B$*3>YS] M$3:!W3C1S!,AB7QG_Y&4V.$G?9*#QE)+?7S V#T8A",6+L[+)R0C=925D^1W'D81$23M]L;HQW8'%G]WZ0Q)"30=,+Q1\ M6[=@*K[V9Y.Y:,,4CJ&X$@WW70E&6U&PO=V]R:W-H M965TX&R1X/ MBWV@I;%-E!)5DHJ3_OH=4K+BM#FZ0%[$:^;C-\.9\?AHH_07LP:PY+:6C3F> MK*UM#VV\[VK+@!LZ4_%M4=GT\R2>D@B7OI+U2FP\PV),X MO%))X[]DT\O&R824G;&J'I2102V:?N2W@Q]V%/+P"04V*##/N[_(LSSGEL^/ MM-H0[:01S4V\J5X;R8G&/A;I<9Y/P9-+#2T7%;FXQ3)@T$6\ MJ-\[U:$A0@2R6Q.(AF1?9% M@SNJ,ZAL#@X1V\E@('18,<98X^-J)%FN9 M#8(C\RB(,E3/V:4DO>=;H3%P/DR3(,D8^ =;&M9(H6[=:W4#M MXX>B2.'\FCM*#697UY=C- 7%5GBA>?LF9Y2]*U^\+PJB(B&#^/! *ZV,<5"/ M.)30+ B+E% :Q%E&3LJRJ[L^ZRO ERT%[W\:4(G72EOQK=_8+X(T30_(?A;0 MO#@88^'I5]M#9\11'WLLS\GYL_A#-)$-Q[B)I@PKNY1X$) ]-LVW*Z^'&^&X M@3_"/B3N@&M#P-79'YX_Z-_?Z>($-]'%+?@?/WDW)1^;4G:5=[�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end

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end XML 94 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 95 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 96 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.1 html 242 431 1 false 73 0 false 9 false false R1.htm 0000001 - Document - Cover Sheet http://couchbase.com/role/Cover Cover Cover 1 false false R2.htm 0000002 - Document - Audit Information Sheet http://couchbase.com/role/AuditInformation Audit Information Cover 2 false false R3.htm 0000003 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Statements 3 false false R4.htm 0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Statements 4 false false R5.htm 0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 5 false false R6.htm 0000006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Sheet http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statements 6 false false R7.htm 0000007 - Statement - CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS??? EQUITY (DEFICIT) Sheet http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS??? EQUITY (DEFICIT) Statements 7 false false R8.htm 0000008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 8 false false R9.htm 0000009 - Disclosure - Organization, Consolidation and Presentation of Financial Statements Sheet http://couchbase.com/role/OrganizationConsolidationandPresentationofFinancialStatements Organization, Consolidation and Presentation of Financial Statements Notes 9 false false R10.htm 0000010 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies Basis of Presentation and Summary of Significant Accounting Policies Notes 10 false false R11.htm 0000011 - Disclosure - Cash Equivalents and Short-Term Investments Sheet http://couchbase.com/role/CashEquivalentsandShortTermInvestments Cash Equivalents and Short-Term Investments Notes 11 false false R12.htm 0000012 - Disclosure - Fair Value Measurements Sheet http://couchbase.com/role/FairValueMeasurements Fair Value Measurements Notes 12 false false R13.htm 0000013 - Disclosure - Balance Sheet Components Sheet http://couchbase.com/role/BalanceSheetComponents Balance Sheet Components Notes 13 false false R14.htm 0000014 - Disclosure - Deferred Revenue and Remaining Performance Obligations Sheet http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligations Deferred Revenue and Remaining Performance Obligations Notes 14 false false R15.htm 0000015 - Disclosure - Debt Sheet http://couchbase.com/role/Debt Debt Notes 15 false false R16.htm 0000016 - Disclosure - Leases Sheet http://couchbase.com/role/Leases Leases Notes 16 false false R17.htm 0000017 - Disclosure - Commitments and Contingencies Sheet http://couchbase.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 17 false false R18.htm 0000018 - Disclosure - Stockholders??? Equity (Deficit) and Employee Incentive Plans Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlans Stockholders??? Equity (Deficit) and Employee Incentive Plans Notes 18 false false R19.htm 0000019 - Disclosure - Income Taxes Sheet http://couchbase.com/role/IncomeTaxes Income Taxes Notes 19 false false R20.htm 0000020 - Disclosure - Restructuring Sheet http://couchbase.com/role/Restructuring Restructuring Notes 20 false false R21.htm 0000021 - Disclosure - Geographic Information Sheet http://couchbase.com/role/GeographicInformation Geographic Information Notes 21 false false R22.htm 0000022 - Disclosure - Net Loss per Share Sheet http://couchbase.com/role/NetLossperShare Net Loss per Share Notes 22 false false R23.htm 0000023 - Disclosure - Subsequent Events Sheet http://couchbase.com/role/SubsequentEvents Subsequent Events Notes 23 false false R24.htm 0000024 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies) Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies Basis of Presentation and Summary of Significant Accounting Policies (Policies) Policies http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies 24 false false R25.htm 0000025 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables) Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables Basis of Presentation and Summary of Significant Accounting Policies (Tables) Tables http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies 25 false false R26.htm 0000026 - Disclosure - Cash Equivalents and Short-Term Investments (Tables) Sheet http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsTables Cash Equivalents and Short-Term Investments (Tables) Tables http://couchbase.com/role/CashEquivalentsandShortTermInvestments 26 false false R27.htm 0000027 - Disclosure - Fair Value Measurements (Tables) Sheet http://couchbase.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://couchbase.com/role/FairValueMeasurements 27 false false R28.htm 0000028 - Disclosure - Balance Sheet Components (Tables) Sheet http://couchbase.com/role/BalanceSheetComponentsTables Balance Sheet Components (Tables) Tables http://couchbase.com/role/BalanceSheetComponents 28 false false R29.htm 0000029 - Disclosure - Deferred Revenue and Remaining Performance Obligations (Tables) Sheet http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsTables Deferred Revenue and Remaining Performance Obligations (Tables) Tables http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligations 29 false false R30.htm 0000030 - Disclosure - Leases (Tables) Sheet http://couchbase.com/role/LeasesTables Leases (Tables) Tables http://couchbase.com/role/Leases 30 false false R31.htm 0000031 - Disclosure - Commitments and Contingencies (Tables) Sheet http://couchbase.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://couchbase.com/role/CommitmentsandContingencies 31 false false R32.htm 0000032 - Disclosure - Stockholders??? Equity (Deficit) and Employee Incentive Plans (Tables) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables Stockholders??? Equity (Deficit) and Employee Incentive Plans (Tables) Tables http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlans 32 false false R33.htm 0000033 - Disclosure - Income Taxes (Tables) Sheet http://couchbase.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://couchbase.com/role/IncomeTaxes 33 false false R34.htm 0000034 - Disclosure - Restructuring (Tables) Sheet http://couchbase.com/role/RestructuringTables Restructuring (Tables) Tables http://couchbase.com/role/Restructuring 34 false false R35.htm 0000035 - Disclosure - Geographic Information (Tables) Sheet http://couchbase.com/role/GeographicInformationTables Geographic Information (Tables) Tables http://couchbase.com/role/GeographicInformation 35 false false R36.htm 0000036 - Disclosure - Net Loss per Share (Tables) Sheet http://couchbase.com/role/NetLossperShareTables Net Loss per Share (Tables) Tables http://couchbase.com/role/NetLossperShare 36 false false R37.htm 0000037 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) Details 37 false false R38.htm 0000038 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details) Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details) Details 38 false false R39.htm 0000039 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details) Sheet http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details) Details 39 false false R40.htm 0000040 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details) Sheet http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details) Details 40 false false R41.htm 0000041 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details) Sheet http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details) Details 41 false false R42.htm 0000042 - Disclosure - Cash Equivalents and Short Term Investments - Additional Information (Details) Sheet http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails Cash Equivalents and Short Term Investments - Additional Information (Details) Details 42 false false R43.htm 0000043 - Disclosure - Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details) Sheet http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details) Details 43 false false R44.htm 0000044 - Disclosure - Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) Sheet http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) Details 44 false false R45.htm 0000045 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details) Sheet http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails Balance Sheet Components - Schedule of Property and Equipment, Net (Details) Details 45 false false R46.htm 0000046 - Disclosure - Balance Sheet Components - Additional Information of Property and Equipment Net (Details) Sheet http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails Balance Sheet Components - Additional Information of Property and Equipment Net (Details) Details 46 false false R47.htm 0000047 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) Sheet http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) Details 47 false false R48.htm 0000048 - Disclosure - Balance Sheet Components - Schedule of Other Accrued Liabilities (Details) Sheet http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails Balance Sheet Components - Schedule of Other Accrued Liabilities (Details) Details 48 false false R49.htm 0000049 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details) Sheet http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details) Details 49 false false R50.htm 0000050 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details) Sheet http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details) Details 50 false false R51.htm 0000051 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Additional Information (Details) Sheet http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails Deferred Revenue and Remaining Performance Obligations - Additional Information (Details) Details 51 false false R52.htm 0000052 - Disclosure - Debt - Additional Information (Details) Sheet http://couchbase.com/role/DebtAdditionalInformationDetails Debt - Additional Information (Details) Details 52 false false R53.htm 0000053 - Disclosure - Leases - Narrative (Details) Sheet http://couchbase.com/role/LeasesNarrativeDetails Leases - Narrative (Details) Details 53 false false R54.htm 0000054 - Disclosure - Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) Sheet http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) Details 54 false false R55.htm 0000055 - Disclosure - Leases - Schedule of Supplemental Balance Sheet Information (Details) Sheet http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails Leases - Schedule of Supplemental Balance Sheet Information (Details) Details 55 false false R56.htm 0000056 - Disclosure - Leases - Schedule of Operating Lease Maturities (Details) Sheet http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails Leases - Schedule of Operating Lease Maturities (Details) Details 56 false false R57.htm 0000057 - Disclosure - Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) Sheet http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) Details 57 false false R58.htm 0000058 - Disclosure - Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details) Sheet http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details) Details 58 false false R59.htm 0000059 - Disclosure - Stockholders??? Equity (Deficit) and Employee Incentive Plans - Additional Information (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails Stockholders??? Equity (Deficit) and Employee Incentive Plans - Additional Information (Details) Details http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables 59 false false R60.htm 0000060 - Disclosure - Stockholders??? Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails Stockholders??? Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details) Details http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables 60 false false R61.htm 0000061 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details) Details 61 false false R62.htm 0000062 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details) Details 62 false false R63.htm 0000063 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details) Details 63 false false R64.htm 0000064 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details) Details 64 false false R65.htm 0000065 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details) Details 65 false false R66.htm 0000066 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details) Sheet http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details) Details 66 false false R67.htm 0000067 - Disclosure - Income Taxes - Components of Income Before Income Taxes (Details) Sheet http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails Income Taxes - Components of Income Before Income Taxes (Details) Details 67 false false R68.htm 0000068 - Disclosure - Income Taxes - Components of Income Tax Expense (Details) Sheet http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails Income Taxes - Components of Income Tax Expense (Details) Details 68 false false R69.htm 0000069 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) Sheet http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails Income Taxes - Effective Income Tax Rate Reconciliation (Details) Details 69 false false R70.htm 0000070 - Disclosure - Income Taxes - Components of Deferred Tax Assets (Details) Sheet http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails Income Taxes - Components of Deferred Tax Assets (Details) Details 70 false false R71.htm 0000071 - Disclosure - Income Taxes - Additional Information (Details) Sheet http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails Income Taxes - Additional Information (Details) Details 71 false false R72.htm 0000072 - Disclosure - Income Taxes - Unrecognized Tax Benefits (Details) Sheet http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails Income Taxes - Unrecognized Tax Benefits (Details) Details 72 false false R73.htm 0000073 - Disclosure - Restructuring - Schedule of Restructuring Expense (Details) Sheet http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails Restructuring - Schedule of Restructuring Expense (Details) Details 73 false false R74.htm 0000074 - Disclosure - Restructuring - Additional Information (Details) Sheet http://couchbase.com/role/RestructuringAdditionalInformationDetails Restructuring - Additional Information (Details) Details 74 false false R75.htm 0000075 - Disclosure - Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details) Sheet http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details) Details 75 false false R76.htm 0000076 - Disclosure - Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) Sheet http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) Details 76 false false R77.htm 0000077 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details) Sheet http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details) Details 77 false false R78.htm 0000078 - Disclosure - Subsequent Events (Details) Sheet http://couchbase.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://couchbase.com/role/SubsequentEvents 78 false false All Reports Book All Reports [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 2 fact(s) appearing in ix:hidden were eligible for transformation: us-gaap:FiniteLivedIntangibleAssetUsefulLife, us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage - base-20230131.htm 4 [dqc-0015-Negative-Values] Fact us-gaap:CapitalExpendituresIncurredButNotYetPaid has a value of -212000 which is less than zero. This element should not have a negative value. The preparer should consider if the value is input correctly for this assertion and, after considering the appropriateness of the input, if incorrect, input the amount as a positive (i.e., absolute) value and provide a negated label. The properties of this us-gaap:CapitalExpendituresIncurredButNotYetPaid fact are: Context: i6f42087309234adca74cc5339a1d8786_D20210201-20220131, Unit: usd, Rule Element Id: 427. base-20230131.htm 4 base-20230131.htm base-20230131.xsd base-20230131_cal.xml base-20230131_def.xml base-20230131_lab.xml base-20230131_pre.xml exhibit211-subsidiaries.htm exhibit231-fy23pwcconsent.htm exhibit311-fy23ceo302certi.htm exhibit312-fy23cfo302certi.htm exhibit321-fy23906certific.htm base-20230131_g1.jpg base-20230131_g2.jpg http://fasb.org/srt/2022 http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 99 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "base-20230131.htm": { "axisCustom": 1, "axisStandard": 30, "baseTaxonomies": { "http://fasb.org/srt/2022": 1, "http://fasb.org/us-gaap/2022": 1063, "http://xbrl.sec.gov/dei/2022": 41 }, "contextCount": 242, "dts": { "calculationLink": { "local": [ "base-20230131_cal.xml" ] }, "definitionLink": { "local": [ "base-20230131_def.xml" ] }, "inline": { "local": [ "base-20230131.htm" ] }, "labelLink": { "local": [ "base-20230131_lab.xml" ] }, "presentationLink": { "local": [ "base-20230131_pre.xml" ] }, "schema": { "local": [ "base-20230131.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd" ] } }, "elementCount": 660, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2022": 2, "http://xbrl.sec.gov/dei/2022": 4, "total": 6 }, "keyCustom": 43, "keyStandard": 388, "memberCustom": 18, "memberStandard": 49, "nsprefix": "base", "nsuri": "http://couchbase.com/20230131", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0000001 - Document - Cover", "menuCat": "Cover", "order": "1", "role": "http://couchbase.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000010 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies", "menuCat": "Notes", "order": "10", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashCashEquivalentsAndShortTermInvestmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000011 - Disclosure - Cash Equivalents and Short-Term Investments", "menuCat": "Notes", "order": "11", "role": "http://couchbase.com/role/CashEquivalentsandShortTermInvestments", "shortName": "Cash Equivalents and Short-Term Investments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CashCashEquivalentsAndShortTermInvestmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000012 - Disclosure - Fair Value Measurements", "menuCat": "Notes", "order": "12", "role": "http://couchbase.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000013 - Disclosure - Balance Sheet Components", "menuCat": "Notes", "order": "13", "role": "http://couchbase.com/role/BalanceSheetComponents", "shortName": "Balance Sheet Components", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000014 - Disclosure - Deferred Revenue and Remaining Performance Obligations", "menuCat": "Notes", "order": "14", "role": "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligations", "shortName": "Deferred Revenue and Remaining Performance Obligations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000015 - Disclosure - Debt", "menuCat": "Notes", "order": "15", "role": "http://couchbase.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000016 - Disclosure - Leases", "menuCat": "Notes", "order": "16", "role": "http://couchbase.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000017 - Disclosure - Commitments and Contingencies", "menuCat": "Notes", "order": "17", "role": "http://couchbase.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:StockholdersEquityNoteAndCompensationRelatedCostsShareBasedPaymentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000018 - Disclosure - Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans", "menuCat": "Notes", "order": "18", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlans", "shortName": "Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:StockholdersEquityNoteAndCompensationRelatedCostsShareBasedPaymentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000019 - Disclosure - Income Taxes", "menuCat": "Notes", "order": "19", "role": "http://couchbase.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0000002 - Document - Audit Information", "menuCat": "Cover", "order": "2", "role": "http://couchbase.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000020 - Disclosure - Restructuring", "menuCat": "Notes", "order": "20", "role": "http://couchbase.com/role/Restructuring", "shortName": "Restructuring", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000021 - Disclosure - Geographic Information", "menuCat": "Notes", "order": "21", "role": "http://couchbase.com/role/GeographicInformation", "shortName": "Geographic Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000022 - Disclosure - Net Loss per Share", "menuCat": "Notes", "order": "22", "role": "http://couchbase.com/role/NetLossperShare", "shortName": "Net Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000023 - Disclosure - Subsequent Events", "menuCat": "Notes", "order": "23", "role": "http://couchbase.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000024 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "24", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000025 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables)", "menuCat": "Tables", "order": "25", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000026 - Disclosure - Cash Equivalents and Short-Term Investments (Tables)", "menuCat": "Tables", "order": "26", "role": "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsTables", "shortName": "Cash Equivalents and Short-Term Investments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000027 - Disclosure - Fair Value Measurements (Tables)", "menuCat": "Tables", "order": "27", "role": "http://couchbase.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000028 - Disclosure - Balance Sheet Components (Tables)", "menuCat": "Tables", "order": "28", "role": "http://couchbase.com/role/BalanceSheetComponentsTables", "shortName": "Balance Sheet Components (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000029 - Disclosure - Deferred Revenue and Remaining Performance Obligations (Tables)", "menuCat": "Tables", "order": "29", "role": "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsTables", "shortName": "Deferred Revenue and Remaining Performance Obligations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000003 - Statement - CONSOLIDATED BALANCE SHEETS", "menuCat": "Statements", "order": "3", "role": "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShortTermInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000030 - Disclosure - Leases (Tables)", "menuCat": "Tables", "order": "30", "role": "http://couchbase.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000031 - Disclosure - Commitments and Contingencies (Tables)", "menuCat": "Tables", "order": "31", "role": "http://couchbase.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000032 - Disclosure - Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans (Tables)", "menuCat": "Tables", "order": "32", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables", "shortName": "Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "base:SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000033 - Disclosure - Income Taxes (Tables)", "menuCat": "Tables", "order": "33", "role": "http://couchbase.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000034 - Disclosure - Restructuring (Tables)", "menuCat": "Tables", "order": "34", "role": "http://couchbase.com/role/RestructuringTables", "shortName": "Restructuring (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000035 - Disclosure - Geographic Information (Tables)", "menuCat": "Tables", "order": "35", "role": "http://couchbase.com/role/GeographicInformationTables", "shortName": "Geographic Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000036 - Disclosure - Net Loss per Share (Tables)", "menuCat": "Tables", "order": "36", "role": "http://couchbase.com/role/NetLossperShareTables", "shortName": "Net Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ia0966ec84f4e4671a32ed6cbbbbe9b5f_D20210701-20210731", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:SaleOfStockConsiderationReceivedOnTransaction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000037 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)", "menuCat": "Details", "order": "37", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ia0966ec84f4e4671a32ed6cbbbbe9b5f_D20210701-20210731", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:SaleOfStockConsiderationReceivedOnTransaction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ifb541d8281ae4461812d79fb4c265162_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000038 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details)", "menuCat": "Details", "order": "38", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Summary of Account Receivables, Net of Allowance for Doubtful Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i62fda42e2a63429682797e4390ac47d6_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i666fc075ce414274a406f9009ada0a7d_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000039 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details)", "menuCat": "Details", "order": "39", "role": "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i666fc075ce414274a406f9009ada0a7d_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)", "menuCat": "Statements", "order": "4", "role": "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "shortName": "CONSOLIDATED BALANCE SHEETS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "us-gaap:PreferredStockSharesOutstanding", "us-gaap:PreferredStockSharesOutstanding", "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:PreferredStockSharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000040 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details)", "menuCat": "Details", "order": "40", "role": "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "shortName": "Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-term Investments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12MonthsAccumulatedLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000041 - Disclosure - Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details)", "menuCat": "Details", "order": "41", "role": "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "shortName": "Cash Equivalents and Short-Term Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12MonthsAccumulatedLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000042 - Disclosure - Cash Equivalents and Short Term Investments - Additional Information (Details)", "menuCat": "Details", "order": "42", "role": "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails", "shortName": "Cash Equivalents and Short Term Investments - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000043 - Disclosure - Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details)", "menuCat": "Details", "order": "43", "role": "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails", "shortName": "Fair Value Measurements - Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i2a435738aab3494f87139a56b2a73dab_I20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000044 - Disclosure - Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details)", "menuCat": "Details", "order": "44", "role": "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails", "shortName": "Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000045 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details)", "menuCat": "Details", "order": "45", "role": "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "shortName": "Balance Sheet Components - Schedule of Property and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DepreciationAndAmortization", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000046 - Disclosure - Balance Sheet Components - Additional Information of Property and Equipment Net (Details)", "menuCat": "Details", "order": "46", "role": "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "shortName": "Balance Sheet Components - Additional Information of Property and Equipment Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i7aa1a453a4d2455a8d04f514bcce13c3_D20220201-20230131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:DepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:ScheduleOfAccruedCompensationAndBenefitsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedBonusesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000047 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details)", "menuCat": "Details", "order": "47", "role": "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails", "shortName": "Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:ScheduleOfAccruedCompensationAndBenefitsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedBonusesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedProfessionalFeesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000048 - Disclosure - Balance Sheet Components - Schedule of Other Accrued Liabilities (Details)", "menuCat": "Details", "order": "48", "role": "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails", "shortName": "Balance Sheet Components - Schedule of Other Accrued Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedProfessionalFeesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000049 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details)", "menuCat": "Details", "order": "49", "role": "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails", "shortName": "Deferred Revenue and Remaining Performance Obligations - Schedule of Deferred Revenue Balances (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "menuCat": "Statements", "order": "5", "role": "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ifb541d8281ae4461812d79fb4c265162_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000050 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details)", "menuCat": "Details", "order": "50", "role": "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails", "shortName": "Deferred Revenue and Remaining Performance Obligations - Schedule of Changes In Deferred Revenue Balances (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000051 - Disclosure - Deferred Revenue and Remaining Performance Obligations - Additional Information (Details)", "menuCat": "Details", "order": "51", "role": "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails", "shortName": "Deferred Revenue and Remaining Performance Obligations - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InterestExpenseDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000052 - Disclosure - Debt - Additional Information (Details)", "menuCat": "Details", "order": "52", "role": "http://couchbase.com/role/DebtAdditionalInformationDetails", "shortName": "Debt - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6f42087309234adca74cc5339a1d8786_D20210201-20220131", "decimals": "3", "lang": "en-US", "name": "us-gaap:DebtInstrumentInterestRateDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000053 - Disclosure - Leases - Narrative (Details)", "menuCat": "Details", "order": "53", "role": "http://couchbase.com/role/LeasesNarrativeDetails", "shortName": "Leases - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000054 - Disclosure - Leases - Schedule of Supplemental Cash Flow Related to Leases (Details)", "menuCat": "Details", "order": "54", "role": "http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails", "shortName": "Leases - Schedule of Supplemental Cash Flow Related to Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000055 - Disclosure - Leases - Schedule of Supplemental Balance Sheet Information (Details)", "menuCat": "Details", "order": "55", "role": "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails", "shortName": "Leases - Schedule of Supplemental Balance Sheet Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": null, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000056 - Disclosure - Leases - Schedule of Operating Lease Maturities (Details)", "menuCat": "Details", "order": "56", "role": "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails", "shortName": "Leases - Schedule of Operating Lease Maturities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ifb541d8281ae4461812d79fb4c265162_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasesFutureMinimumPaymentsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000057 - Disclosure - Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details)", "menuCat": "Details", "order": "57", "role": "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails", "shortName": "Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ifb541d8281ae4461812d79fb4c265162_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasesFutureMinimumPaymentsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000058 - Disclosure - Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details)", "menuCat": "Details", "order": "58", "role": "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails", "shortName": "Commitments and Contingencies - Future Minimum Payments Non-cancelable Purchase Commitments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ia0966ec84f4e4671a32ed6cbbbbe9b5f_D20210701-20210731", "decimals": "INF", "first": true, "lang": "en-US", "name": "base:SaleOfStockSharesConversionOfConvertibleSecurities", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000059 - Disclosure - Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans - Additional Information (Details)", "menuCat": "Details", "order": "59", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "shortName": "Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "lang": "en-US", "name": "base:CommonStockNumberOfVote", "reportCount": 1, "unique": true, "unitRef": "vote", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS", "menuCat": "Statements", "order": "6", "role": "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000060 - Disclosure - Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details)", "menuCat": "Details", "order": "60", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "shortName": "Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans - Summary of Reserved Common Stock for Future Issuance (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "base:SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i7e298ca898ce4010b286c59e08bca650_I20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ia63dfc3c634f4333ac89d141637b648e_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000061 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details)", "menuCat": "Details", "order": "61", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock Option Activity under Stock Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i067e5f00adcf4989922953c4cbb97a12_D20220201-20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000062 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details)", "menuCat": "Details", "order": "62", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of RSU Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i0453d6ca2e2d49cd95af2a09aa5fbf4e_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000063 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details)", "menuCat": "Details", "order": "63", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i0453d6ca2e2d49cd95af2a09aa5fbf4e_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i8c18786f21c74f4081b9786b48418eeb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000064 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details)", "menuCat": "Details", "order": "64", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Fair Value of Employee Stock Options Estimated using Weighted-average Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i8c18786f21c74f4081b9786b48418eeb_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000065 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details)", "menuCat": "Details", "order": "65", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Weighted-Average Assumptions Used In Estimating Fair Value of Employee Stock Purchase Rights (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i5e0f6cfb686246e3896effbc413ac37c_D20220201-20230131", "decimals": null, "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000066 - Disclosure - Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details)", "menuCat": "Details", "order": "66", "role": "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails", "shortName": "Stockholders' Equity (Deficit) and Employee Incentive Plans - Summary of Stock-based Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i11050c0d09f24ef893f1ebd23846644f_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000067 - Disclosure - Income Taxes - Components of Income Before Income Taxes (Details)", "menuCat": "Details", "order": "67", "role": "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails", "shortName": "Income Taxes - Components of Income Before Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000068 - Disclosure - Income Taxes - Components of Income Tax Expense (Details)", "menuCat": "Details", "order": "68", "role": "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails", "shortName": "Income Taxes - Components of Income Tax Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000069 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "menuCat": "Details", "order": "69", "role": "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails", "shortName": "Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i173788df6f9c4f7b85921e05250bc075_I20200131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquityCarryingAmountAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000007 - Statement - CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS\u2019 EQUITY (DEFICIT)", "menuCat": "Statements", "order": "7", "role": "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "shortName": "CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS\u2019 EQUITY (DEFICIT)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i173788df6f9c4f7b85921e05250bc075_I20200131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquityCarryingAmountAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000070 - Disclosure - Income Taxes - Components of Deferred Tax Assets (Details)", "menuCat": "Details", "order": "70", "role": "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails", "shortName": "Income Taxes - Components of Deferred Tax Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsValuationAllowance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000071 - Disclosure - Income Taxes - Additional Information (Details)", "menuCat": "Details", "order": "71", "role": "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails", "shortName": "Income Taxes - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ifb541d8281ae4461812d79fb4c265162_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000072 - Disclosure - Income Taxes - Unrecognized Tax Benefits (Details)", "menuCat": "Details", "order": "72", "role": "http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails", "shortName": "Income Taxes - Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i62fda42e2a63429682797e4390ac47d6_I20200131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000073 - Disclosure - Restructuring - Schedule of Restructuring Expense (Details)", "menuCat": "Details", "order": "73", "role": "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails", "shortName": "Restructuring - Schedule of Restructuring Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i7fb86f3a89124c14b952bc9048fe802e_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i6b1b064deeb64a2f9b3ee1e792c9993e_I20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringReserveCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000074 - Disclosure - Restructuring - Additional Information (Details)", "menuCat": "Details", "order": "74", "role": "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "shortName": "Restructuring - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:PaymentsForRestructuring", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000075 - Disclosure - Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details)", "menuCat": "Details", "order": "75", "role": "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails", "shortName": "Geographic Information - Schedule of Disaggregation of Revenue by Geographic Area (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "ib651f7d43b9f4efd89cfc289b61a50dd_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000076 - Disclosure - Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details)", "menuCat": "Details", "order": "76", "role": "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails", "shortName": "Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000077 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details)", "menuCat": "Details", "order": "77", "role": "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails", "shortName": "Net Loss per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i0453d6ca2e2d49cd95af2a09aa5fbf4e_D20220201-20230131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000078 - Disclosure - Subsequent Events (Details)", "menuCat": "Details", "order": "78", "role": "http://couchbase.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "i5fef64e4e11d4a60978ea24e52a66b6b_D20230320-20230320", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "menuCat": "Statements", "order": "8", "role": "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000009 - Disclosure - Organization, Consolidation and Presentation of Financial Statements", "menuCat": "Notes", "order": "9", "role": "http://couchbase.com/role/OrganizationConsolidationandPresentationofFinancialStatements", "shortName": "Organization, Consolidation and Presentation of Financial Statements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "base-20230131.htm", "contextRef": "id11e6c6f850e4d18a52ae77bd4099bae_D20220201-20230131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 73, "tag": { "base_AmendedTermLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Amended Term Loan", "label": "Amended Term Loan [Member]", "terseLabel": "Amended Loan" } } }, "localname": "AmendedTermLoanMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "base_AssetsAndLiabilitiesLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets And Liabilities, Lessee", "label": "Assets And Liabilities, Lessee [Table Text Block]", "terseLabel": "Schedule of Supplemental Balance Sheet Information" } } }, "localname": "AssetsAndLiabilitiesLesseeTableTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "base_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://couchbase.com/20230131", "xbrltype": "stringItemType" }, "base_BasicAndDilutedEarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Basic And Diluted Earnings Per Share [Abstract]", "label": "Basic And Diluted Earnings Per Share [Abstract]", "terseLabel": "Denominator" } } }, "localname": "BasicAndDilutedEarningsPerShareAbstract", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "stringItemType" }, "base_BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]", "label": "Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]", "terseLabel": "Basis Of Presentation And Summary Of Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesLineItems", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "base_BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Basis Of Presentation And Summary Of Significant Accounting Policies", "label": "Basis Of Presentation And Summary Of Significant Accounting Policies [Table]", "terseLabel": "Basis Of Presentation And Summary Of Significant Accounting Policies [Table]" } } }, "localname": "BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesTable", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "base_CashCashEquivalentsAndShortTermInvestmentsEstimatedFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash Cash Equivalents And Short Term Investments Estimated Fair Value", "label": "Cash Cash Equivalents And Short Term Investments Estimated Fair Value", "terseLabel": "Estimated Fair Value" } } }, "localname": "CashCashEquivalentsAndShortTermInvestmentsEstimatedFairValue", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "base_CashEquivalentsAndShortTermInvestmentsAmortizedCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash Equivalents And Short Term Investments Amortized Cost", "label": "Cash Equivalents And Short Term Investments Amortized Cost", "terseLabel": "Amortized Cost" } } }, "localname": "CashEquivalentsAndShortTermInvestmentsAmortizedCost", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "base_CashPaidForAmountsIncludedInTheMeasurementOfLeaseLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cash paid for amounts included in the measurement of lease liabilities:", "label": "Cash paid for amounts included in the measurement of lease liabilities: [Abstract]", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities:" } } }, "localname": "CashPaidForAmountsIncludedInTheMeasurementOfLeaseLiabilitiesAbstract", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails" ], "xbrltype": "stringItemType" }, "base_ChangeInContractWithCustomerLiabilityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Change In Contract With Customer Liability", "label": "Change In Contract With Customer Liability [Roll Forward]", "terseLabel": "Change In Contract With Customer Liability" } } }, "localname": "ChangeInContractWithCustomerLiabilityRollForward", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails" ], "xbrltype": "stringItemType" }, "base_ChangeInDeferredOfferingCostsIncludedInAccountsPayableAndOtherAccruedLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Change In Deferred Offering Costs Included In Accounts Payable And Other Accrued Liabilities", "label": "Change In Deferred Offering Costs Included In Accounts Payable And Other Accrued Liabilities", "terseLabel": "Change in deferred offering costs included in accounts payable and other accrued liabilities" } } }, "localname": "ChangeInDeferredOfferingCostsIncludedInAccountsPayableAndOtherAccruedLiabilities", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "base_CommonStockNumberOfVote": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Number Of Vote", "label": "Common Stock, Number Of Vote", "terseLabel": "Number of vote" } } }, "localname": "CommonStockNumberOfVote", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "base_CommonStockWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Warrants", "label": "Common Stock Warrants [Member]", "terseLabel": "Common stock warrants" } } }, "localname": "CommonStockWarrantsMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "base_ContractWithCustomerLiabilityIncreaseDueToInvoicingPriorToSatisfactionOfPerformanceObligations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer Liability Increase Due To Invoicing Prior To Satisfaction Of Performance Obligations", "label": "Contract With Customer Liability Increase Due To Invoicing Prior To Satisfaction Of Performance Obligations", "terseLabel": "Increases due to invoicing prior to satisfaction of performance obligations" } } }, "localname": "ContractWithCustomerLiabilityIncreaseDueToInvoicingPriorToSatisfactionOfPerformanceObligations", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails" ], "xbrltype": "monetaryItemType" }, "base_CustomerAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Customer A [Member]", "label": "Customer A [Member]", "terseLabel": "Customer A" } } }, "localname": "CustomerAMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "base_DeferredSalesCommissionExpectedFutureRevenueStreamOfBenefitPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Sales Commission, Expected Future Revenue Stream Of Benefit, Period", "label": "Deferred Sales Commission, Expected Future Revenue Stream Of Benefit, Period", "terseLabel": "Expected future revenue stream of benefit, period" } } }, "localname": "DeferredSalesCommissionExpectedFutureRevenueStreamOfBenefitPeriod", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "base_DeferredSalesCommissionImpairmentLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Sales Commission, Impairment Loss", "label": "Deferred Sales Commission, Impairment Loss", "terseLabel": "Deferred sales commission, impairment loss" } } }, "localname": "DeferredSalesCommissionImpairmentLoss", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpirationTaxableIncomeUtilizationLimitPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration, Taxable Income Utilization Limit, Percentage", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration, Taxable Income Utilization Limit, Percentage", "terseLabel": "Taxable income utilization limit, percentage" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpirationTaxableIncomeUtilizationLimitPercentage", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "base_DeferredTaxLiabilitiesDeferredCommissions": { "auth_ref": [], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Deferred Commissions", "label": "Deferred Tax Liabilities, Deferred Commissions", "negatedTerseLabel": "Deferred commissions" } } }, "localname": "DeferredTaxLiabilitiesDeferredCommissions", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "base_DefinedContributionPlanDiscountRateOnPriceOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Defined Contribution Plan, Discount Rate On Price Of Shares", "label": "Defined Contribution Plan, Discount Rate On Price Of Shares", "terseLabel": "Discount rate on market value of share, percentage" } } }, "localname": "DefinedContributionPlanDiscountRateOnPriceOfShares", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "base_EmployeeStockPurchasePlanInitialOfferingNumberOfPurchasePeriods": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial offering number of purchase periods.", "label": "Employee Stock Purchase Plan, Initial Offering, Number Of Purchase Periods", "terseLabel": "Initial offering number of purchase periods" } } }, "localname": "EmployeeStockPurchasePlanInitialOfferingNumberOfPurchasePeriods", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "base_EmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee stock purchase plan.", "label": "Employee Stock Purchase Plan [Member]", "terseLabel": "Employee stock purchase rights under the ESPP", "verboseLabel": "ESPP" } } }, "localname": "EmployeeStockPurchasePlanMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "domainItemType" }, "base_EquityAndCompensationRelatedCostsShareBasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity And Compensation Related Costs Share Based Payments", "label": "Equity And Compensation Related Costs Share Based Payments [Abstract]", "terseLabel": "Equity And Compensation Related Costs Share Based Payments [Abstract]" } } }, "localname": "EquityAndCompensationRelatedCostsShareBasedPaymentsAbstract", "nsuri": "http://couchbase.com/20230131", "xbrltype": "stringItemType" }, "base_FutureStockOptionGrantReservesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Future Stock Option Grant Reserves", "label": "Future Stock Option Grant Reserves [Member]", "terseLabel": "Shares available for future issuance under the 2023 Inducement Plan" } } }, "localname": "FutureStockOptionGrantReservesMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "base_ImpairmentOfShortTermInvestments": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Impairment Of Short-Term Investments", "label": "Impairment Of Short-Term Investments", "terseLabel": "Impairment of short-term investments" } } }, "localname": "ImpairmentOfShortTermInvestments", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_InducementEquityIncentivePlan2023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Inducement Equity Incentive Plan 2023", "label": "Inducement Equity Incentive Plan 2023 [Member]", "verboseLabel": "2023 Plan" } } }, "localname": "InducementEquityIncentivePlan2023Member", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "base_InitialOfferingPeriodDuration": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial offering period duration.", "label": "Initial Offering Period Duration", "terseLabel": "Initial offering period duration" } } }, "localname": "InitialOfferingPeriodDuration", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "base_InternationalMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "International.", "label": "International [Member]", "terseLabel": "International" } } }, "localname": "InternationalMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "base_LesseeOperatingLeaseLiabilityToBePaidYearFiveAndThereafter": { "auth_ref": [], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee, Operating Lease, Liability, to be Paid, Year Five And Thereafter", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five And Thereafter", "terseLabel": "Fiscal 2028 and thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityToBePaidYearFiveAndThereafter", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "base_LineOfCreditFacilityAdjustedQuickRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of credit facility adjusted quick ratio.", "label": "Line Of Credit Facility Adjusted Quick Ratio", "terseLabel": "Line of credit facility adjusted quick ratio" } } }, "localname": "LineOfCreditFacilityAdjustedQuickRatio", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "pureItemType" }, "base_LineOfCreditFacilityTerminationFee": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of credit facility termination fee.", "label": "Line Of Credit Facility Termination Fee", "terseLabel": "Line of credit facility termination fee (as a percent)" } } }, "localname": "LineOfCreditFacilityTerminationFee", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "base_MarketBasedRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Market-Based Restricted Stock Units (RSUs) [Member]", "label": "Market-Based Restricted Stock Units (RSUs) [Member]", "terseLabel": "Market-Based Restricted Stock Units (RSUs)" } } }, "localname": "MarketBasedRestrictedStockUnitsRSUsMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "base_NonCashLeaseExpense": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Non-Cash Lease Expense", "label": "Non-Cash Lease Expense", "terseLabel": "Non-cash lease expense" } } }, "localname": "NonCashLeaseExpense", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "base_NumberOfCustomers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Customers", "label": "Number Of Customers", "terseLabel": "Number of customers" } } }, "localname": "NumberOfCustomers", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "base_NumberOfParticipantMayPurchaseMoreThan1000Shares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of participant may purchase more than 1000 shares.", "label": "Number Of Participant May Purchase More Than1000 Shares", "terseLabel": "Number of participant may purchase more than 1000 shares" } } }, "localname": "NumberOfParticipantMayPurchaseMoreThan1000Shares", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "base_OperatingLeaseAssetsAndLiabilitiesLesseeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Lease, Assets And Liabilities, Lessee", "label": "Operating Lease, Assets And Liabilities, Lessee [Abstract]", "terseLabel": "Operating Lease, Assets And Liabilities, Lessee [Abstract]" } } }, "localname": "OperatingLeaseAssetsAndLiabilitiesLesseeAbstract", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "stringItemType" }, "base_OperatingLeasesFutureMinimumPaymentsReceivableInFiveYearsAndThereafter": { "auth_ref": [], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Leases, Future Minimum Payments Receivable, In Five Years And Thereafter", "label": "Operating Leases, Future Minimum Payments Receivable, In Five Years And Thereafter", "terseLabel": "2027 and thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFiveYearsAndThereafter", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "base_PaymentsForFractionalSharesInReverseStockSplit": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments for fractional shares in reverse stock split.", "label": "Payments For Fractional Shares In Reverse Stock Split", "negatedTerseLabel": "Payment for fractional shares in reverse stock split" } } }, "localname": "PaymentsForFractionalSharesInReverseStockSplit", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "base_PerformanceBasedRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance-Based Restricted Stock Units (RSUs)", "label": "Performance-Based Restricted Stock Units (RSUs) [Member]", "terseLabel": "Performance-Based Restricted Stock Units (RSUs)" } } }, "localname": "PerformanceBasedRestrictedStockUnitsRSUsMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "base_PrepaidSoftwareCurrent": { "auth_ref": [], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepaid Software Current", "label": "Prepaid Software Current", "terseLabel": "Prepaid software" } } }, "localname": "PrepaidSoftwareCurrent", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "base_PurchaseObligationToBePaidYearFiveAndThereafter": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": 4.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Purchase Obligation, to be Paid, Year Five And Thereafter", "label": "Purchase Obligation, to be Paid, Year Five And Thereafter", "terseLabel": "2028 and thereafter" } } }, "localname": "PurchaseObligationToBePaidYearFiveAndThereafter", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "base_RightOfUseAssetsObtainedInExchangeForLeaseObligationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right-of-use assets obtained in exchange for lease obligations:", "label": "Right-of-use assets obtained in exchange for lease obligations: [Abstract]", "terseLabel": "Right-of-use assets obtained in exchange for lease obligations:" } } }, "localname": "RightOfUseAssetsObtainedInExchangeForLeaseObligationsAbstract", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails" ], "xbrltype": "stringItemType" }, "base_SaleOfStockCarryingAmountAttributableToParent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Carrying Amount, Attributable To Parent", "label": "Sale Of Stock, Carrying Amount, Attributable To Parent", "terseLabel": "Redeemable convertible preferred stock carrying amount" } } }, "localname": "SaleOfStockCarryingAmountAttributableToParent", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_SaleOfStockNumberOfSharesOutstandingInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Number Of Shares Outstanding In Transaction", "label": "Sale Of Stock, Number Of Shares Outstanding In Transaction", "terseLabel": "Number of shares outstanding (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesOutstandingInTransaction", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "base_SaleOfStockSharesConversionOfConvertibleSecurities": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Shares, Conversion of Convertible Securities", "label": "Sale Of Stock, Shares, Conversion of Convertible Securities", "terseLabel": "Conversion of convertible securities (in shares)" } } }, "localname": "SaleOfStockSharesConversionOfConvertibleSecurities", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "base_SaleOfStockSharesConversionOfConvertibleSecuritiesAdditionalShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Shares, Conversion of Convertible Securities, Additional Shares", "label": "Sale Of Stock, Shares, Conversion of Convertible Securities, Additional Shares", "terseLabel": "Additional redeemable convertible preferred stock converted into shares of common stock" } } }, "localname": "SaleOfStockSharesConversionOfConvertibleSecuritiesAdditionalShares", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "base_SaleOfStockSharesConversionOfConvertibleSecuritiesDividends": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Shares, Conversion Of Convertible Securities, Dividends", "label": "Sale Of Stock, Shares, Conversion Of Convertible Securities, Dividends", "terseLabel": "Preferred stock and dividend features converted into common stock (in shares)" } } }, "localname": "SaleOfStockSharesConversionOfConvertibleSecuritiesDividends", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "base_ScheduleOfAccruedCompensationAndBenefitsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Accrued Compensation and Benefits", "label": "Schedule of Accrued Compensation and Benefits [Table Text Block]", "terseLabel": "Schedule of Accrued Compensation and Benefits" } } }, "localname": "ScheduleOfAccruedCompensationAndBenefitsTableTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "base_ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Prepaid Expenses and Other Current Assets", "label": "Schedule of Prepaid Expenses and Other Current Assets [Table Text Block]", "terseLabel": "Schedule of Prepaid Expenses and Other Current Assets" } } }, "localname": "ScheduleOfPrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "base_ScheduleOfShareBasedPaymentAwardRestrictedStockUnitsValuationAssumptionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions [Table Text Block]", "label": "Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardRestrictedStockUnitsValuationAssumptionsTableTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "base_SeniorManagementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Management", "label": "Senior Management [Member]", "terseLabel": "Senior Management" } } }, "localname": "SeniorManagementMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "base_SeriesEConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series E convertible preferred stock.", "label": "Series E Convertible Preferred Stock [Member]", "terseLabel": "Series E" } } }, "localname": "SeriesEConvertiblePreferredStockMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "base_SeriesGConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series G convertible preferred stock.", "label": "Series G Convertible Preferred Stock [Member]", "terseLabel": "Series G" } } }, "localname": "SeriesGConvertiblePreferredStockMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "base_ServiceBasedRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Service-Based Restricted Stock Units (RSUs) [Member]", "label": "Service-Based Restricted Stock Units (RSUs) [Member]", "terseLabel": "Service-Based Restricted Stock Units (RSUs)" } } }, "localname": "ServiceBasedRestrictedStockUnitsRSUsMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "domainItemType" }, "base_SettlementOfFractionalSharesShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Settlement of Fractional Shares, Shares", "label": "Settlement of Fractional Shares, Shares", "negatedTerseLabel": "Settlement of fractional shares paid in cash (in shares)" } } }, "localname": "SettlementOfFractionalSharesShares", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "base_SettlementOfFractionalSharesValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Settlement of Fractional Shares, Value", "label": "Settlement of Fractional Shares, Value", "negatedTerseLabel": "Settlement of fractional shares paid in cash" } } }, "localname": "SettlementOfFractionalSharesValue", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "base_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedInPeriodFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted In Period, Fair Value", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted In Period, Fair Value", "terseLabel": "Aggregate fair value of RSU granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedInPeriodFairValue", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsCumulativeSharesExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Cumulative Shares Exercised", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Cumulative Shares Exercised", "terseLabel": "Cumulative shares exercised (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsCumulativeSharesExercised", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "base_ShortTermInvestmentsContractualMaturityGreaterThanOneYear": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Short-Term Investments, Contractual Maturity Greater Than One Year", "label": "Short-Term Investments, Contractual Maturity Greater Than One Year", "terseLabel": "Contractual maturity greater than one year" } } }, "localname": "ShortTermInvestmentsContractualMaturityGreaterThanOneYear", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_ShortTermInvestmentsContractualMaturityInOneYear": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Short-Term Investments, Contractual Maturity In One Year", "label": "Short-Term Investments, Contractual Maturity In One Year", "terseLabel": "Contractual maturity in one year" } } }, "localname": "ShortTermInvestmentsContractualMaturityInOneYear", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "base_SoftwareDevelopmentInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Software Development In Progress", "label": "Software Development In Progress [Member]", "terseLabel": "Construction in progress\u2014capitalized internal-use software" } } }, "localname": "SoftwareDevelopmentInProgressMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "base_StockBasedCompensationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock-Based Compensation [Member}", "label": "Stock-Based Compensation [Member]", "terseLabel": "Stock-based compensation" } } }, "localname": "StockBasedCompensationMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "domainItemType" }, "base_StockholdersEquityNoteAndCompensationRelatedCostsShareBasedPaymentsDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stockholders Equity Note And Compensation Related Costs Share Based Payments Disclosure", "label": "Stockholders Equity Note And Compensation Related Costs Share Based Payments Disclosure [Text Block]", "terseLabel": "Stockholders\u2019 Equity (Deficit) and Employee Incentive Plans" } } }, "localname": "StockholdersEquityNoteAndCompensationRelatedCostsShareBasedPaymentsDisclosureTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlans" ], "xbrltype": "textBlockItemType" }, "base_SubscriptionTypeAxisAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription Type Axis", "label": "Subscription Type Axis [Axis]", "terseLabel": "Subscription Type Axis [Axis]" } } }, "localname": "SubscriptionTypeAxisAxis", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "base_SubscriptionTypeAxisDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription Type Axis [Domain]", "label": "Subscription Type Axis [Domain]", "terseLabel": "Subscription Type Axis [Domain]" } } }, "localname": "SubscriptionTypeAxisDomain", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "base_SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Summary Of Reserved Common Stock For Future Issuance", "label": "Summary Of Reserved Common Stock For Future Issuance [Table Text Block]", "terseLabel": "Summary of Reserved Common Stock for Future Issuance" } } }, "localname": "SummaryOfReservedCommonStockForFutureIssuanceTableTextBlock", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "base_SupportAndOtherMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Support And Other", "label": "Support And Other [Member]", "terseLabel": "Support and other" } } }, "localname": "SupportAndOtherMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "base_TemporaryEquitySharesConversionOfConvertibleSecurities": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Shares, Conversion of Convertible Securities", "label": "Temporary Equity, Shares, Conversion of Convertible Securities", "negatedTerseLabel": "Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)" } } }, "localname": "TemporaryEquitySharesConversionOfConvertibleSecurities", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "base_TemporaryEquityStockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary equity, stock issued during period. shares, new issues.", "label": "Temporary Equity, Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of Series G redeemable convertible preferred stock, net of issuance costs (in shares)" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "base_TemporaryEquityValueConversionOfConvertibleSecurities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Value, Conversion of Convertible Securities", "label": "Temporary Equity, Value, Conversion of Convertible Securities", "negatedTerseLabel": "Conversion of redeemable convertible preferred stock to common stock upon initial public offering" } } }, "localname": "TemporaryEquityValueConversionOfConvertibleSecurities", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "base_ThirdPartyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Third party.", "label": "Third Party [Member]", "terseLabel": "Third Party" } } }, "localname": "ThirdPartyMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "base_TwoThousandTwentyOneEquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two thousand twenty one equity incentive plan.", "label": "Two Thousand Twenty One Equity Incentive Plan [Member]", "terseLabel": "2021 Plan" } } }, "localname": "TwoThousandTwentyOneEquityIncentivePlanMember", "nsuri": "http://couchbase.com/20230131", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r678", "r679", "r680" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r678", "r679", "r680" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r678", "r679", "r680" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r678", "r679", "r680" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r681" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r676" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r684" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r682" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r675" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r683" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r678", "r679", "r680" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r674" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r677" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://couchbase.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r802" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Schedule of Future Minimum Payments \u00a0Non-cancelable\u00a0Purchase Commitments" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r228", "r229", "r372", "r399", "r637", "r641", "r643" ], "lang": { "en-us": { "role": { "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_ExecutiveOfficerMember": { "auth_ref": [ "r710" ], "lang": { "en-us": { "role": { "documentation": "Person with designation of executive officer.", "label": "Executive Officer [Member]", "terseLabel": "Executive Officers" } } }, "localname": "ExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r300", "r660", "r728", "r792" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r356", "r357", "r358", "r359", "r440", "r591", "r602", "r624", "r625", "r657", "r664", "r673", "r726", "r780", "r781", "r782", "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/DebtAdditionalInformationDetails", "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r356", "r357", "r358", "r359", "r440", "r591", "r602", "r624", "r625", "r657", "r664", "r673", "r726", "r780", "r781", "r782", "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r300", "r660", "r728", "r792" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r296", "r592", "r658", "r671", "r721", "r722", "r728", "r791" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r296", "r592", "r658", "r671", "r721", "r722", "r728", "r791" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r356", "r357", "r358", "r359", "r433", "r440", "r466", "r467", "r468", "r567", "r591", "r602", "r624", "r625", "r657", "r664", "r673", "r717", "r726", "r781", "r782", "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/DebtAdditionalInformationDetails", "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r356", "r357", "r358", "r359", "r433", "r440", "r466", "r467", "r468", "r567", "r591", "r602", "r624", "r625", "r657", "r664", "r673", "r717", "r726", "r781", "r782", "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/DebtAdditionalInformationDetails", "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [ "r228", "r229", "r372", "r399", "r642", "r643" ], "lang": { "en-us": { "role": { "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r297", "r298", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r627", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r659", "r672", "r728" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r297", "r298", "r610", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r627", "r628", "r659", "r672", "r728" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r710", "r777" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r14", "r670" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r611" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r302", "r303" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedBonusesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 1.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for incentive compensation awarded to employees and directors or earned by them based on the terms of one or more relevant arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Bonuses, Current", "terseLabel": "Accrued bonus" } } }, "localname": "AccruedBonusesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedEmployeeBenefitsCurrent": { "auth_ref": [ "r17" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations, excluding pension and other postretirement benefits, incurred through that date and payable for perquisites provided to employees pertaining to services received from them. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Employee Benefits, Current", "terseLabel": "Employee contributions under the ESPP" } } }, "localname": "AccruedEmployeeBenefitsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r2", "r158", "r173" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Income taxes payable" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Other accrued expenses" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accrued Liabilities, Current [Abstract]", "terseLabel": "Other Accrued Liabilities" } } }, "localname": "AccruedLiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccruedProfessionalFeesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Professional Fees, Current", "terseLabel": "Accrued professional fees" } } }, "localname": "AccruedProfessionalFeesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalariesCurrent": { "auth_ref": [ "r17", "r640" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 4.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Salaries, Current", "terseLabel": "Accrued payroll and benefits" } } }, "localname": "AccruedSalariesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalesCommissionCurrent": { "auth_ref": [ "r17", "r640" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 2.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for sales commissions. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Sales Commission, Current", "terseLabel": "Accrued commissions" } } }, "localname": "AccruedSalesCommissionCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r88", "r195" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r28", "r29", "r30", "r201", "r598", "r607", "r608" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r27", "r30", "r141", "r557", "r603", "r604", "r691", "r692", "r693", "r703", "r704", "r705" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r9", "r670" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional\u00a0paid-in\u00a0capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r473", "r474", "r475", "r703", "r704", "r705", "r766" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r129", "r130", "r442" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash used in operating activities" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r477" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising costs" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r470" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-Based Payment Arrangement, Expense", "terseLabel": "Total stock-based compensation expense", "verboseLabel": "Recognized stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r202", "r306", "r320", "r322", "r325" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRecoveries": { "auth_ref": [ "r324" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in allowance for credit loss on accounts receivable, from recovery.", "label": "Accounts Receivable, Allowance for Credit Loss, Recovery", "terseLabel": "Add: bad debt expense" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRecoveries", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r323" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedLabel": "Less: write-offs, net of recoveries" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesSummaryofAccountReceivablesNetofAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfDeferredSalesCommissions": { "auth_ref": [ "r39", "r52" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period for the periodic realization of capitalized fees that were paid to salespeople, distributors, brokers, and agents at the time of the conclusion of the sale. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Deferred Sales Commissions", "terseLabel": "Amortization of deferred commissions" } } }, "localname": "AmortizationOfDeferredSalesCommissions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r36", "r391", "r538", "r697" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Amortization of Debt Issuance Costs", "terseLabel": "Amortization of debt issuance costs" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r258" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Potentially dilutive securities were excluded from computation of diluted net loss per share (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "verboseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "verboseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "verboseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetBackedSecuritiesMember": { "auth_ref": [ "r661", "r711" ], "lang": { "en-us": { "role": { "documentation": "Securities that are primarily serviced by the cash flows of a discrete pool of receivables or other financial assets for example, but not limited to, credit card receivables, car loans, recreational vehicle loans, and mobile home loans.", "label": "Asset-Backed Securities [Member]", "terseLabel": "Asset-backed securities" } } }, "localname": "AssetBackedSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r156", "r172", "r197", "r224", "r277", "r287", "r292", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r510", "r512", "r525", "r670", "r724", "r725", "r778" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r191", "r205", "r224", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r510", "r512", "r525", "r670", "r724", "r725", "r778" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r142" ], "calculation": { "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax": { "auth_ref": [ "r78" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails": { "order": 3.0, "parentTag": "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of unrealized gain in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax", "terseLabel": "Gross Unrealized Gains" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax": { "auth_ref": [ "r79" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails": { "order": 2.0, "parentTag": "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of unrealized loss in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax", "negatedTerseLabel": "Gross Unrealized Losses" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis": { "auth_ref": [ "r309", "r330" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale, Amortized Cost", "totalLabel": "Amortized Cost" } } }, "localname": "AvailableForSaleDebtSecuritiesAmortizedCostBasis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesContinuousUnrealizedLossPositionFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]", "terseLabel": "Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]" } } }, "localname": "AvailableForSaleSecuritiesContinuousUnrealizedLossPositionFairValueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [ "r77", "r308", "r330", "r593" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails": { "order": 1.0, "parentTag": "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis", "weight": 1.0 }, "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale", "terseLabel": "Total short-term investments", "verboseLabel": "Estimated Fair Value" } } }, "localname": "AvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesFairValueToAmortizedCostBasisAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract]", "terseLabel": "Short-Term Investments" } } }, "localname": "AvailableForSaleSecuritiesFairValueToAmortizedCostBasisAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type", "verboseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails", "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetRelatedDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Balance Sheet Related Disclosures [Abstract]" } } }, "localname": "BalanceSheetRelatedDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r61" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Basis of Presentation and Summary of Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessDescriptionAndBasisOfPresentationTextBlock": { "auth_ref": [ "r0", "r61", "r71" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Business Description and Basis of Presentation [Text Block]", "terseLabel": "Description of Business" } } }, "localname": "BusinessDescriptionAndBasisOfPresentationTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/OrganizationConsolidationandPresentationofFinancialStatements" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r57", "r58", "r59" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Change in purchases of property and equipment included in accounts payable and other accrued liabilities" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizationOfInternalCostsPolicy": { "auth_ref": [ "r152", "r153" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for capitalizing internal costs associated with exploration and production activities.", "label": "Capitalization of Internal Costs, Policy [Policy Text Block]", "terseLabel": "Allocation of Overhead Costs" } } }, "localname": "CapitalizationOfInternalCostsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash and Cash Equivalents [Abstract]" } } }, "localname": "CashAndCashEquivalentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r54", "r193", "r638" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations [Abstract]", "terseLabel": "Cash, cash equivalents and restricted cash" } } }, "localname": "CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [ "r193" ], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Total cash equivalents", "verboseLabel": "Cash equivalents, estimated fair value" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Cash and Cash Equivalents [Line Items]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r55" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r55", "r155" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Restricted Cash" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsAndShortTermInvestmentsTextBlock": { "auth_ref": [ "r80" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of the components of cash, cash equivalents, and short-term investments. Short-term investments may include current marketable securities.", "label": "Cash, Cash Equivalents, and Short-Term Investments [Text Block]", "terseLabel": "Cash Equivalents and Short-Term Investments" } } }, "localname": "CashCashEquivalentsAndShortTermInvestmentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestments" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r49", "r54", "r60" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "totalLabel": "Total cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": { "auth_ref": [ "r49", "r54", "r60" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations", "periodEndLabel": "End of period", "periodStartLabel": "Beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r49", "r148" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r686" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash Equivalents, at Carrying Value", "terseLabel": "Cash equivalents, amortized cost" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r198", "r199", "r200", "r224", "r247", "r248", "r255", "r257", "r264", "r265", "r318", "r360", "r362", "r363", "r364", "r367", "r368", "r397", "r398", "r400", "r401", "r403", "r525", "r626", "r685", "r699", "r706" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "verboseLabel": "Class of Stock" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r404" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Exercise price of warrants or rights (in dollars per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights": { "auth_ref": [ "r404" ], "lang": { "en-us": { "role": { "documentation": "Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.", "label": "Class of Warrant or Right, Number of Securities Called by Warrants or Rights", "terseLabel": "Warrants issued to purchase common stock (in shares)" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommercialPaperMember": { "auth_ref": [ "r98" ], "lang": { "en-us": { "role": { "documentation": "Unsecured promissory note (generally negotiable) that provides institutions with short-term funds.", "label": "Commercial Paper [Member]", "terseLabel": "Commercial paper" } } }, "localname": "CommercialPaperMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r22", "r164", "r178" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies (Note\u00a09)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r96", "r354", "r355", "r612", "r723" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Number of shares reserved common stock for future issuance (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r113" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividend declared (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r703", "r704", "r766" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)", "verboseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "verboseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r8", "r106" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r8", "r670" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of January\u00a031, 2023 and 2022; 45,432,029 and 43,847,484 shares issued and outstanding as of January\u00a031, 2023 and 2022, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationRelatedCostsPolicyTextBlock": { "auth_ref": [ "r119" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.", "label": "Compensation Related Costs, Policy [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "CompensationRelatedCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r31", "r209", "r211", "r216", "r594", "r599" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Total comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer equipment" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r66", "r67", "r146", "r147", "r300", "r611" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r66", "r67", "r146", "r147", "r300", "r609", "r611" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r66", "r67", "r146", "r147", "r300", "r611", "r794" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r168", "r268" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r66", "r67", "r146", "r147", "r300" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r66", "r67", "r146", "r147", "r300", "r611" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r727" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "terseLabel": "Schedule of Deferred Revenue Balances and Changes in Deferred Revenues Balances" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerAssetNetCurrent": { "auth_ref": [ "r406", "r408", "r429" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss, Current", "terseLabel": "Deferred commissions" } } }, "localname": "ContractWithCustomerAssetNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetNetNoncurrent": { "auth_ref": [ "r406", "r408", "r429" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as noncurrent.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss, Noncurrent", "terseLabel": "Deferred commissions, noncurrent" } } }, "localname": "ContractWithCustomerAssetNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r406", "r407", "r429" ], "calculation": { "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "totalLabel": "Total deferred revenue" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails", "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Contract with Customer, Liability [Abstract]", "terseLabel": "Contract with Customer, Liability" } } }, "localname": "ContractWithCustomerLiabilityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r406", "r407", "r429" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails": { "order": 1.0, "parentTag": "us-gaap_ContractWithCustomerLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r406", "r407", "r429" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails": { "order": 2.0, "parentTag": "us-gaap_ContractWithCustomerLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "terseLabel": "Deferred revenue, noncurrent" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofDeferredRevenueBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "negatedLabel": "Performance obligations satisfied during the period that were included in the deferred revenue balance at the beginning of the year" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsScheduleofChangesInDeferredRevenueBalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockAmountConverted1": { "auth_ref": [ "r57", "r58", "r59" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Amount Converted", "terseLabel": "Conversion of redeemable convertible preferred stock to common stock" } } }, "localname": "ConversionOfStockAmountConverted1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CorporateDebtSecuritiesMember": { "auth_ref": [ "r661", "r663", "r793" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by domestic or foreign corporate business, banks and other entities with a promise of repayment.", "label": "Corporate Debt Securities [Member]", "terseLabel": "Corporate debt securities", "verboseLabel": "Corporate debt securities" } } }, "localname": "CorporateDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r38", "r224", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r525", "r724" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue", "terseLabel": "Total cost of revenue" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cost of Revenue [Abstract]", "terseLabel": "Cost of revenue:" } } }, "localname": "CostOfRevenueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r702", "r762", "r764" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r702", "r762" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r494", "r502", "r702" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Current tax expense" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r702", "r762", "r764" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r65", "r300" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r102", "r223", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r385", "r392", "r393", "r395" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r1", "r2", "r3", "r157", "r160", "r170", "r230", "r369", "r370", "r371", "r372", "r373", "r375", "r381", "r382", "r383", "r384", "r386", "r387", "r388", "r389", "r390", "r391", "r539", "r652", "r653", "r654", "r655", "r656", "r700" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Variable rate (as a percent)" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r19", "r150", "r388" ], "lang": { "en-us": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Debt Instrument, Interest Rate During Period", "terseLabel": "Effective interest rate (as a percent)" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r20", "r230", "r369", "r370", "r371", "r372", "r373", "r375", "r381", "r382", "r383", "r384", "r386", "r387", "r388", "r389", "r390", "r391", "r539", "r652", "r653", "r654", "r655", "r656", "r700" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRepurchasedFaceAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of the original debt instrument that was repurchased.", "label": "Debt Instrument, Repurchased Face Amount", "terseLabel": "Repayment of outstanding principal amount" } } }, "localname": "DebtInstrumentRepurchasedFaceAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r20", "r107", "r110", "r111", "r112", "r149", "r150", "r151", "r167", "r230", "r369", "r370", "r371", "r372", "r373", "r375", "r381", "r382", "r383", "r384", "r386", "r387", "r388", "r389", "r390", "r391", "r394", "r539", "r652", "r653", "r654", "r655", "r656", "r700" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-Term Debt Instruments [Table]", "terseLabel": "Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPosition12MonthsOrLonger": { "auth_ref": [ "r316", "r336", "r651" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": 2.0, "parentTag": "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPosition", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in continuous unrealized loss position for more than 12 months, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer", "terseLabel": "Short-term investments, 12 months or greater, fair value" } } }, "localname": "DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPosition12MonthsOrLonger", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPosition12MonthsOrLongerAccumulatedLoss": { "auth_ref": [ "r316", "r336" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": 2.0, "parentTag": "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrealized loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in continuous unrealized loss position for 12 months or longer, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss", "negatedTerseLabel": "Short-term investments,12 months or greater, unrealized Losses" } } }, "localname": "DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPosition12MonthsOrLongerAccumulatedLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12Months": { "auth_ref": [ "r316", "r336", "r651" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPosition", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in continuous unrealized loss position for less than 12 months, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, Less than 12 Months", "terseLabel": "Short-term investments, less than 12 months, fair value" } } }, "localname": "DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12Months", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12MonthsAccumulatedLoss": { "auth_ref": [ "r316", "r336" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrealized loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in continuous unrealized loss position for less than 12 months, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss", "negatedTerseLabel": "Short-term investments, less than 12 months, unrealized Losses" } } }, "localname": "DebtSecuritiesAvailableForSaleContinuousUnrealizedLossPositionLessThan12MonthsAccumulatedLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedGainLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale, Unrealized Gain (Loss)", "terseLabel": "Net change in unrealized gains or losses on available-for-sale debt securities" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPosition": { "auth_ref": [ "r313", "r332", "r651" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position without allowance for credit loss.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position", "totalLabel": "Short-term investments, fair value" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPosition", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss": { "auth_ref": [ "r314", "r333" ], "calculation": { "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrealized loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position, Accumulated Loss", "negatedTotalLabel": "Short-term investments, unrealized Losses" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionFairValueTable": { "auth_ref": [ "r331", "r651" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table]", "terseLabel": "Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table]" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPositionFairValueTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionFairValueTableTextBlock": { "auth_ref": [ "r312", "r651", "r716" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of fair value of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table Text Block]", "terseLabel": "Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPositionFairValueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionNumberOfPositions": { "auth_ref": [ "r315", "r334" ], "lang": { "en-us": { "role": { "documentation": "Number of investments in debt securities measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position, Number of Positions", "terseLabel": "Number of short-term investments in unrealized loss position | Investment" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPositionNumberOfPositions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtSecuritiesAvailableforSaleUnrealizedLossPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]", "terseLabel": "Debt Securities, Available-for-Sale, Unrealized Loss Position [Abstract]" } } }, "localname": "DebtSecuritiesAvailableforSaleUnrealizedLossPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r702", "r763", "r764" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r139", "r702", "r763" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r52", "r139", "r495", "r501", "r502", "r702" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Deferred income tax benefit" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r4", "r5", "r159", "r169", "r489" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRentCredit": { "auth_ref": [ "r186", "r776" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of rental payment required by lease over rental income recognized.", "label": "Deferred Rent Credit", "terseLabel": "Deferred rent credit" } } }, "localname": "DeferredRentCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r702", "r763", "r764" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetInterestCarryforward": { "auth_ref": [ "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible interest carryforward.", "label": "Deferred Tax Asset, Interest Carryforward", "terseLabel": "Interest carryforwards" } } }, "localname": "DeferredTaxAssetInterestCarryforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "auth_ref": [], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Assets, Goodwill and Intangible Assets", "terseLabel": "Capitalized research & development costs" } } }, "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r490" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Gross deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r760" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets (liabilities)" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r760" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsNetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Domestic", "totalLabel": "Operating loss carryforward, federal" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "calculation": { "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Operating loss carryforwards, not subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal": { "auth_ref": [ "r137", "r761" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, State and Local", "terseLabel": "Operating loss carryforward, state and local" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "calculation": { "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Operating loss carryforwards, subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r135", "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Tax credit carryforwards" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost", "terseLabel": "Stock-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals", "terseLabel": "Accruals and reserves" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r491" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Less: Valuation allowance", "terseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails", "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Net [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "DeferredTaxLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r137", "r761" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedTerseLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofDeferredTaxAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum percentage of employee gross pay the employee may contribute to a defined contribution plan.", "label": "Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent", "terseLabel": "Employee maximum contribution (as a percent)" } } }, "localname": "DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r52", "r86" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "auth_ref": [ "r118", "r126" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of share-based payment arrangement.", "label": "Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]", "terseLabel": "Schedule of Stock-Based Compensation Expense" } } }, "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r217", "r236", "r237", "r238", "r239", "r240", "r244", "r247", "r255", "r256", "r257", "r261", "r516", "r517", "r595", "r600", "r648" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Net loss per share attributable to common stockholders, basic (in shares)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r217", "r236", "r237", "r238", "r239", "r240", "r247", "r255", "r256", "r257", "r261", "r516", "r517", "r595", "r600", "r648" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Net loss per share attributable to common stockholders, diluted (in shares)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r63", "r64" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss Per Share Attributable to Common Stockholders" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r258", "r259", "r260", "r262" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": { "auth_ref": [ "r771" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations", "terseLabel": "Effect of exchange rate changes on cash, cash equivalents and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r482" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Total" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Effective Income Tax Rate Reconciliation, Percent [Abstract]", "terseLabel": "Effective Income Tax Rate Reconciliation, Percent [Abstract]" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r226", "r482", "r504" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Provision for income taxes computed at federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Foreign rate differential" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent", "terseLabel": "Stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationRepatriationOfForeignEarnings": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to the repatriation of foreign earnings.", "label": "Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent", "terseLabel": "U.S. tax on foreign earnings" } } }, "localname": "EffectiveIncomeTaxRateReconciliationRepatriationOfForeignEarnings", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State taxes, net of federal benefits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits": { "auth_ref": [ "r758", "r765" ], "calculation": { "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Percent", "terseLabel": "Tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCredits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation and benefits", "totalLabel": "Total accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails", "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Employee-related Liabilities, Current [Abstract]", "terseLabel": "Accrued Compensation and Benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsCapitalizedAmount": { "auth_ref": [ "r471" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost capitalized for award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Amount Capitalized", "terseLabel": "Stock-based compensation capitalized as internal-use software costs" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsCapitalizedAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r472" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Share based compensation not yet recognized" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Stock-based compensation expected to be recognized weighted-average period (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r757" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized stock-based compensation expense related to service vesting-based RSUs" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions": { "auth_ref": [ "r757" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for option under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized stock-based compensation expense related to unvested stock options" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Employee severance and related costs" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-Based Payment Arrangement, Option [Member]", "terseLabel": "Stock options outstanding", "verboseLabel": "Stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r106", "r189", "r213", "r214", "r215", "r231", "r232", "r233", "r235", "r241", "r243", "r263", "r319", "r405", "r473", "r474", "r475", "r497", "r498", "r515", "r530", "r531", "r532", "r533", "r534", "r535", "r557", "r603", "r604", "r605" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r518", "r519", "r523" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisTextBlock": { "auth_ref": [ "r142", "r143" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Fair Value, Assets Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Fair Value Hierarchy For Company's Assets Measured at Fair Value on Recurring Basis" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r383", "r434", "r435", "r436", "r437", "r438", "r439", "r519", "r564", "r565", "r566", "r653", "r654", "r661", "r662", "r663" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r518", "r519", "r520", "r521", "r524" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r522" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r383", "r434", "r439", "r519", "r564", "r661", "r662", "r663" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level\u00a01" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r383", "r434", "r439", "r519", "r565", "r653", "r654", "r661", "r662", "r663" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level\u00a02" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r383", "r434", "r435", "r436", "r437", "r438", "r439", "r564", "r565", "r566", "r653", "r654", "r661", "r662", "r663" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r522", "r524" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r144", "r145" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r310", "r311", "r321", "r326", "r327", "r328", "r329", "r335", "r337", "r338", "r394", "r402", "r514", "r561", "r562", "r563", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r571", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585", "r586", "r587", "r588", "r589", "r590", "r651", "r712", "r713", "r714", "r795", "r796", "r797", "r798", "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Intangible asset, useful life" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiscalPeriod": { "auth_ref": [ "r140" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining an entity's fiscal year or other fiscal period. This disclosure may include identification of the fiscal period end-date, the length of the fiscal period, any reporting period lag between the entity and its subsidiaries, or equity investees. If a reporting lag exists, the closing date of the entity having a different period end is generally noted, along with an explanation of the necessity for using different closing dates. Any intervening events that materially affect the entity's financial position or results of operations are generally also disclosed.", "label": "Fiscal Period, Policy [Policy Text Block]", "terseLabel": "Fiscal Year" } } }, "localname": "FiscalPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossBeforeTax": { "auth_ref": [ "r526", "r527", "r528", "r529" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), before Tax", "negatedTerseLabel": "Foreign currency transaction (gains) losses" } } }, "localname": "ForeignCurrencyTransactionGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossRealized": { "auth_ref": [ "r769", "r770" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), Realized", "terseLabel": "Foreign currency transaction gain (loss)" } } }, "localname": "ForeignCurrencyTransactionGainLossRealized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r537" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r52", "r100", "r101" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedTerseLabel": "Debt prepayment costs" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r40" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r37", "r224", "r277", "r286", "r291", "r294", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r525", "r650", "r724" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsToBeDisposedOf": { "auth_ref": [ "r52", "r85" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long-lived assets held for abandonment, exchange or sale.", "label": "Impairment of Long-Lived Assets to be Disposed of", "terseLabel": "Impairment of long-lived assets" } } }, "localname": "ImpairmentOfLongLivedAssetsToBeDisposedOf", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r84", "r90" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r225", "r503" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "United States" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r33", "r154", "r165", "r180", "r277", "r286", "r291", "r294", "r596", "r650" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Loss before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r225", "r503" ], "calculation": { "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "International" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestmentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]", "terseLabel": "Income (Loss) from Continuing Operations" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestmentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesComponentsofIncomeBeforeIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r341", "r345" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r345" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r133" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r226", "r483", "r487", "r493", "r499", "r505", "r507", "r508", "r509" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r227", "r242", "r243", "r276", "r481", "r500", "r506", "r601" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 }, "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for income taxes", "totalLabel": "Total provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/IncomeTaxesComponentsofIncomeTaxExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r212", "r479", "r480", "r487", "r488", "r492", "r496" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r758" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Change in deferred valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r56" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for income taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedTerseLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": { "auth_ref": [ "r696" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other.", "label": "Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities", "terseLabel": "Accrued expenses and other liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDeferredCompensation": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the obligation created by employee agreements whereby earned compensation will be paid in the future.", "label": "Increase (Decrease) in Deferred Compensation", "terseLabel": "Deferred commissions" } } }, "localname": "IncreaseDecreaseInDeferredCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDeferredRevenue": { "auth_ref": [ "r644" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Deferred Revenue", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInDeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Increase (Decrease) in Employee Related Liabilities", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "IncreaseDecreaseInEmployeeRelatedLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOperatingLeaseLiability": { "auth_ref": [ "r696", "r773" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation for operating lease.", "label": "Increase (Decrease) in Operating Lease Liability", "terseLabel": "Operating lease liabilities" } } }, "localname": "IncreaseDecreaseInOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInTemporaryEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Temporary Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Temporary Equity" } } }, "localname": "IncreaseDecreaseInTemporaryEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r42", "r389", "r396", "r655", "r656" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "negatedLabel": "Interest expense", "negatedTerseLabel": "Interest expense, debt" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r219", "r221", "r222" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r82", "r83" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Capitalized\u00a0Internal-Use\u00a0Software" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r317", "r790" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Short-Term Investments" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r774" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Schedule of Supplemental Cash Flow Related to Leases" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r543" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r775" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Schedule of Operating Lease Maturities" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "Fiscal 2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "Fiscal 2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "Fiscal 2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "Fiscal 2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r551" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseTermOfContract": { "auth_ref": [ "r772" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Term of Contract", "terseLabel": "Lease term (up to) (in years)" } } }, "localname": "LesseeOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r552" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Lessee, Operating Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LessorLeasesPolicyTextBlock": { "auth_ref": [ "r553", "r554", "r555", "r556" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangements entered into by lessor.", "label": "Lessor, Leases [Policy Text Block]", "terseLabel": "Lessor, Leases" } } }, "localname": "LessorLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r16", "r224", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r511", "r512", "r513", "r525", "r649", "r724", "r778", "r779" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r13", "r161", "r175", "r670", "r701", "r715", "r768" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Stockholders\u2019 Equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r18", "r192", "r224", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r511", "r512", "r513", "r525", "r670", "r724", "r778", "r779" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseMember": { "auth_ref": [ "r729" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License [Member]", "terseLabel": "License" } } }, "localname": "LicenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityMaximumAmountOutstandingDuringPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum amount borrowed under the credit facility at any time during the period.", "label": "Line of Credit Facility, Maximum Amount Outstanding During Period", "terseLabel": "Current borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumAmountOutstandingDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r15" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Fee payable on unused portion of line of credit (as a percent)" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LoansPayableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Borrowing supported by a written promise to pay an obligation.", "label": "Loans Payable [Member]", "terseLabel": "Loans Payable" } } }, "localname": "LoansPayableMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r20" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-Term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r20", "r99" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-Term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r730" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money market funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r220" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r220" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash flows from investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r49", "r50", "r53" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "Cash flows from operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r34", "r53", "r166", "r179", "r190", "r208", "r210", "r215", "r224", "r234", "r236", "r237", "r238", "r239", "r242", "r243", "r253", "r277", "r286", "r291", "r294", "r318", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r517", "r525", "r650", "r724" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Attributable to Parent [Abstract]", "terseLabel": "Numerator" } } }, "localname": "NetIncomeLossAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r236", "r237", "r238", "r239", "r244", "r245", "r254", "r257", "r277", "r286", "r291", "r294", "r650" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "totalLabel": "Net loss attributable to common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r246", "r249", "r250", "r251", "r252", "r254", "r257" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "totalLabel": "Net loss attributable to common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncash Investing and Financing Items [Abstract]", "terseLabel": "Non-cash investing and financing activities:" } } }, "localname": "NoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r41" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "terseLabel": "Other income (expense), net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r277", "r286", "r291", "r294", "r650" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r544", "r669" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Liability, to be Paid [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "OperatingLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r541" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Operating lease, liability", "totalLabel": "Total operating lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/LeasesScheduleofOperatingLeaseMaturitiesDetails", "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r541" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liabilities", "verboseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r541" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities, noncurrent", "verboseLabel": "Operating lease liabilities, noncurrent" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r542", "r547" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash outflows from operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r540" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use assets", "verboseLabel": "Operating lease right-of-use assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r550", "r669" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average discount rate (percent)" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r549", "r669" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted-average remaining lease term (term)" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalBalanceSheetInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable": { "auth_ref": [ "r188" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Future minimum rental payments in aggregate as of the balance sheet date under operating leases.", "label": "Operating Leases, Future Minimum Payments Receivable", "totalLabel": "Total" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableCurrent": { "auth_ref": [ "r188" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Future rental payments receivable within one year of the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, Current", "terseLabel": "2023" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears": { "auth_ref": [ "r188" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Future rental payments receivable within the fourth year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Four Years", "terseLabel": "2026" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInFourYears", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears": { "auth_ref": [ "r188" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Future rental payments receivable within the third year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Three Years", "terseLabel": "2025" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears": { "auth_ref": [ "r188" ], "calculation": { "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsReceivable", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Future rental payments receivable within the second year from the balance sheet date under an operating lease.", "label": "Operating Leases, Future Minimum Payments Receivable, in Two Years", "terseLabel": "2024" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "totalLabel": "Total other accrued liabilities" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r204", "r670" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r196" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]", "terseLabel": "Other comprehensive income:" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax": { "auth_ref": [ "r206", "r207" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and before adjustment, of unrealized holding gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale). Excludes unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.", "label": "OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment, after Tax", "terseLabel": "Net unrealized gains (losses) on investments, net of tax", "verboseLabel": "Net unrealized gains (losses) on investments" } } }, "localname": "OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r21" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashIncomeExpense": { "auth_ref": [ "r53" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.", "label": "Other Noncash Income (Expense)", "negatedTerseLabel": "Other" } } }, "localname": "OtherNoncashIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSundryLiabilitiesCurrent": { "auth_ref": [ "r17", "r97" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are due within one year or operating cycle, if longer, from the balance sheet date.", "label": "Other Sundry Liabilities, Current", "terseLabel": "Other" } } }, "localname": "OtherSundryLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r344", "r695" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "terseLabel": "Payments for Restructuring" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r48" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedTerseLabel": "Payments of deferred offering costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r44" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Additions to property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireShortTermInvestments": { "auth_ref": [ "r45" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Payments to Acquire Short-Term Investments", "negatedTerseLabel": "Purchases of short-term investments" } } }, "localname": "PaymentsToAcquireShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementAndPostemploymentBenefitPlansLiabilitiesCurrent": { "auth_ref": [ "r2", "r115", "r116", "r117" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 3.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for pension, other postretirement and postemployment benefits, classified as current.", "label": "Liability, Pension and Other Postretirement and Postemployment Benefits, Current", "terseLabel": "Employee contributions under the ESPP" } } }, "localname": "PensionAndOtherPostretirementAndPostemploymentBenefitPlansLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [ "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756" ], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockDividendsAndOtherAdjustments": { "auth_ref": [ "r62", "r708" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate value of preferred stock dividends and other adjustments necessary to derive net income apportioned to common stockholders.", "label": "Preferred Stock Dividends and Other Adjustments", "negatedLabel": "Cumulative dividends on Series\u00a0G redeemable convertible preferred stock", "negatedTerseLabel": "Cumulative dividends on Series G redeemable convertible preferred stock" } } }, "localname": "PreferredStockDividendsAndOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r7", "r397" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r7", "r397" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r7", "r670" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of January\u00a031, 2023 and 2022; zero shares issued and outstanding as of January\u00a031, 2023 and 2022" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r689" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets", "totalLabel": "Total prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails", "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Prepaid Expense and Other Assets, Current [Abstract]", "terseLabel": "Prepaid Expense and Other Current Assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r203", "r339", "r340", "r639" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "terseLabel": "Prepaid expenses" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrimeRateMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate charged by financial institutions to their most creditworthy borrowers.", "label": "Prime Rate [Member]", "terseLabel": "Prime Rate" } } }, "localname": "PrimeRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromDebtNetOfIssuanceCosts": { "auth_ref": [ "r218" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination.", "label": "Proceeds from Debt, Net of Issuance Costs", "terseLabel": "Proceeds from issuance of debt, net of issuance costs" } } }, "localname": "ProceedsFromDebtNetOfIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r46" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from initial public offering, net of underwriting discounts and commissions" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfRedeemablePreferredStock": { "auth_ref": [ "r46" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of preferred stock that is classified as callable.", "label": "Proceeds from Issuance of Redeemable Preferred Stock", "terseLabel": "Proceeds from issuance of Series G redeemable convertible preferred stock, net of issuance costs" } } }, "localname": "ProceedsFromIssuanceOfRedeemablePreferredStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r47", "r700" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Borrowed line of credit" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleMaturityAndCollectionOfShorttermInvestments": { "auth_ref": [ "r43" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from sales, maturities, prepayments, calls and collections of all investments, including securities and other assets, having ready marketability and intended by management to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Proceeds from Sale, Maturity and Collection of Short-Term Investments", "terseLabel": "Maturities and sales of short-term investments" } } }, "localname": "ProceedsFromSaleMaturityAndCollectionOfShorttermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r46", "r127" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from exercise of stock options" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockPlans": { "auth_ref": [ "r46" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from the stock plan during the period.", "label": "Proceeds from Stock Plans", "terseLabel": "Proceeds from issuance of common stock under ESPP" } } }, "localname": "ProceedsFromStockPlans", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r87", "r194" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Total gross property and equipment" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r89", "r177", "r597", "r670" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Total property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r89", "r613", "r614" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsTables", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Property, plant and equipment, useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "totalLabel": "Total" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFourthYear": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": 3.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fourth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Four", "terseLabel": "2027" } } }, "localname": "PurchaseObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year One", "terseLabel": "2024" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInSecondYear": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in second fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Two", "terseLabel": "2025" } } }, "localname": "PurchaseObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInThirdYear": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails": { "order": 5.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in third fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Three", "terseLabel": "2026" } } }, "localname": "PurchaseObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Purchase Obligation, Fiscal Year Maturity [Abstract]", "terseLabel": "Minimum Annual Commitments" } } }, "localname": "PurchaseObligationFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CommitmentsandContingenciesFutureMinimumPaymentsNoncancelablePurchaseCommitmentsDetails", "http://couchbase.com/role/LeasesScheduleofFutureMinimumRentalPaymentsforOperatingLeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesNetCurrent": { "auth_ref": [ "r176", "r181", "r670" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount due to the entity within one year of the balance sheet date (or one operating cycle, if longer) from outside sources, including trade accounts receivable, notes and loans receivable, as well as any other types of receivables, net of allowances established for the purpose of reducing such receivables to an amount that approximates their net realizable value.", "label": "Receivables, Net, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "ReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r30", "r32", "r214", "r530", "r534", "r535", "r691" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "terseLabel": "Reclassify from accumulated other comprehensive income (loss)" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of type or class of redeemable convertible preferred stock. Convertible redeemable preferred stock possess conversion and redemption features. The stock has redemption features that are outside the control of the issuer.", "label": "Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Redeemable convertible preferred stock (on an\u00a0if-converted\u00a0basis)", "verboseLabel": "Redeemable Convertible Preferred Stock" } } }, "localname": "RedeemableConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RepaymentsOfDebt": { "auth_ref": [ "r694" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations.", "label": "Repayments of Debt", "negatedTerseLabel": "Payments of debt" } } }, "localname": "RepaymentsOfDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r131", "r182", "r786" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchMember": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Research tax credit carryforwards arising from certain qualifying expenditures incurred to develop new products and processes.", "label": "Research Tax Credit Carryforward [Member]", "terseLabel": "Research" } } }, "localname": "ResearchMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCash": { "auth_ref": [ "r686", "r698", "r787", "r789" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash", "terseLabel": "Restricted cash included in other assets" } } }, "localname": "RestrictedCash", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [ "r193" ], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted stock units issued and outstanding", "verboseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r342", "r344", "r347", "r352", "r353" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Restructuring" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/Restructuring" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r52", "r348", "r349", "r718" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Restructuring", "verboseLabel": "Total restructuring charges" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringChargesMember": { "auth_ref": [ "r93", "r95" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about restructuring charges have been included.", "label": "Restructuring Charges [Member]", "terseLabel": "Restructuring" } } }, "localname": "RestructuringChargesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [ "r343", "r344", "r349", "r350" ], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserveCurrent": { "auth_ref": [ "r687", "r719", "r720" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of known and estimated obligations associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, which are expected to be paid in the next twelve months or in the normal operating cycle if longer. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.", "label": "Restructuring Reserve, Current", "terseLabel": "Accrued restructuring", "verboseLabel": "Restructuring liabilities" } } }, "localname": "RestructuringReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails", "http://couchbase.com/role/RestructuringAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r10", "r113", "r174", "r606", "r608", "r670" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r189", "r231", "r232", "r233", "r235", "r241", "r243", "r319", "r473", "r474", "r475", "r497", "r498", "r515", "r603", "r605" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r274", "r275", "r285", "r289", "r290", "r296", "r297", "r300", "r427", "r428", "r592" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Total revenue", "verboseLabel": "Total revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r419", "r420", "r421", "r422", "r423", "r424", "r425", "r426", "r432", "r645" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r409", "r410", "r411", "r412", "r413", "r414", "r417", "r418", "r431", "r432" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Deferred Revenue and Remaining Performance Obligations" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligations" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r75" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Disaggregation of Revenue by Geographic Area" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r645", "r646" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.", "label": "Revenue [Policy Text Block]", "terseLabel": "Cost of Revenue" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r415" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligation" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r416" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Revenue expected to be recognized from remaining performance obligations, period" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r416" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DeferredRevenueandRemainingPerformanceObligationsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenue:" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r548", "r669" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Operating leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesScheduleofSupplementalCashFlowRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Consideration received on transaction" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Number of common stock for sale and issuance (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Common stock public offering price per share (in dollar per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SalesAndExciseTaxPayableCurrent": { "auth_ref": [ "r14" ], "calculation": { "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred through that date and payable for statutory sales and use taxes, including value added tax. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Sales and Excise Tax Payable, Current", "terseLabel": "Sales and value added tax payable" } } }, "localname": "SalesAndExciseTaxPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsScheduleofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [ "r300", "r709" ], "lang": { "en-us": { "role": { "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue Benchmark [Member]", "terseLabel": "Revenue Benchmark" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r26" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "terseLabel": "Schedule of Changes in the Allowance for Doubtful Accounts" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Other Accrued Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Schedule of Potentially Dilutive Securities Were Excluded From The Computation of Diluted Net Loss Per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of cash and cash equivalent balances. This table excludes restricted cash balances.", "label": "Schedule of Cash and Cash Equivalents [Table]", "terseLabel": "Schedule of Cash and Cash Equivalents [Table]" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash, cash equivalents, and investments.", "label": "Cash, Cash Equivalents and Investments [Table Text Block]", "terseLabel": "Summary of Cash Equivalents and Short-term Investments" } } }, "localname": "ScheduleOfCashCashEquivalentsAndShortTermInvestmentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r138" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Income Tax Expense" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r134" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r707" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r132" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r125", "r128" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock": { "auth_ref": [ "r187" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.", "label": "Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]", "terseLabel": "Schedule of Future Net Minimum Lease Payments" } } }, "localname": "ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r702" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income Before Income Taxes" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r343", "r344", "r345", "r346", "r349", "r350", "r351" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTextBlock": { "auth_ref": [ "r91", "r92", "r94" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.", "label": "Restructuring and Related Costs [Table Text Block]", "terseLabel": "Schedule of Restructuring Expense" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r72", "r73", "r74", "r81" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r441", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock": { "auth_ref": [ "r120" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]", "terseLabel": "Share-based Payment Arrangement, Restricted Stock Unit, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r120", "r121", "r122" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-Based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Summary of Stock Option Activity under Stock Plans" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock": { "auth_ref": [ "r124" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r124" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r103", "r104", "r105", "r107", "r108", "r109", "r110", "r111", "r112", "r113", "r198", "r199", "r200", "r264", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r657", "r685", "r699" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r668", "r759" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Schedule of Unrecognized Tax Benefits" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r271", "r272", "r273", "r277", "r278", "r288", "r292", "r293", "r294", "r295", "r296", "r299", "r300", "r301" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Geographic Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/GeographicInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/GeographicInformationScheduleofDisaggregationofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r279", "r280", "r281", "r282", "r283", "r284", "r297" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Information" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ServiceMember": { "auth_ref": [ "r658" ], "lang": { "en-us": { "role": { "documentation": "Assistance, including, but not limited to, technology, license and maintenance, license and service, maintenance, oil and gas, and financial service.", "label": "Service [Member]", "terseLabel": "Services", "verboseLabel": "Cost of revenue - services" } } }, "localname": "ServiceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r51" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation, net of amounts capitalized" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period", "terseLabel": "Award requisite service period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r665" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period", "terseLabel": "Share-based compensation vesting period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r460" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "RSUs forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r460" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "RSUs forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Market based RSUs granted (in shares)", "verboseLabel": "RSUs granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "RSUs granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r455", "r456" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "RSUs Outstanding, Number of RSUs" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r455", "r456" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Ending balance (in dollars per share)", "periodStartLabel": "Beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "RSUs Outstanding, Weighted Average Grant Date Fair Value Per Share" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "RSUs vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "RSUs vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r467" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r468" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r667" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r126" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant", "terseLabel": "Share-based compensation available for grant (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Stock Options Additional Disclosures" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r462" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Aggregate intrinsic value of options exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r453" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period", "negatedTerseLabel": "Options cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Options granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Option granted weighted-average grant-date fair value (in dollar per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r126" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Options outstanding, aggregate intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r447", "r448" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Options Outstanding, Number of Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r447", "r448" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Ending balance (in dollars per share)", "periodStartLabel": "Beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Options Outstanding, Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue": { "auth_ref": [ "r464" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest exercisable or convertible options. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value", "terseLabel": "Options vested and exercisable, aggregate intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest exercisable options that may be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number", "terseLabel": "Options vested and exercisable as of January 31, 2022 (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest exercisable or convertible options. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price", "terseLabel": "Options vested and exercisable as of January 31, 2022 (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "terseLabel": "Options vested and expected to vest, aggregate intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Options vested and expected to vest as of January 31, 2022 (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Options vested and expected to vest as of January 31, 2022 (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum number of shares that may be issued in accordance with the plan as a proportion of outstanding capital stock.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum", "terseLabel": "Share-based compensation percentage of outstanding stock (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofRSUActivityDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofReservedCommonStockforFutureIssuanceDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails", "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r452" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Options exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r453" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Options cancelled (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Options granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-Based Payment Arrangement, Tranche One [Member]", "terseLabel": "First Anniversary" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-Based Payment Arrangement, Tranche Two [Member]", "terseLabel": "Second Anniversary" } } }, "localname": "ShareBasedCompensationAwardTrancheTwoMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r731" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Share-based compensation vesting rights (as a percent)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r666" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period", "terseLabel": "Share-based compensation granted expiration period (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected term (in years)", "verboseLabel": "Expected term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansScheduleofSharebasedPaymentAwardRestrictedStockUnitsValuationAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofFairValueofEmployeeStockOptionsEstimatedusingWeightedaverageAssumptionsDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofWeightedAverageAssumptionsUsedInEstimatingFairValueofEmployeeStockPurchaseRightsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r123" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options outstanding, weighted average remaining contractual term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest exercisable or convertible options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested and exercisable, weighted-average contractual term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested and expected to vest, weighted-average contractual term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r162", "r163", "r171", "r688" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-Term Investments", "terseLabel": "Short-term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r545", "r669" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-Term Lease, Cost", "terseLabel": "Short-term lease cost" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SoftwareDevelopmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internally developed software for sale, licensing or long-term internal use.", "label": "Software Development [Member]", "terseLabel": "Capitalized\u00a0internal-use\u00a0software" } } }, "localname": "SoftwareDevelopmentMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponentsAdditionalInformationofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r198", "r199", "r200", "r224", "r247", "r248", "r255", "r257", "r264", "r265", "r318", "r360", "r362", "r363", "r364", "r367", "r368", "r397", "r398", "r400", "r401", "r403", "r525", "r626", "r685", "r699", "r706" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r25", "r106", "r189", "r213", "r214", "r215", "r231", "r232", "r233", "r235", "r241", "r243", "r263", "r319", "r405", "r473", "r474", "r475", "r497", "r498", "r515", "r530", "r531", "r532", "r533", "r534", "r535", "r557", "r603", "r604", "r605" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r231", "r232", "r233", "r263", "r592" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r24", "r106", "r107", "r113", "r386" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Stock Issued During Period, Shares, Conversion of Convertible Securities", "terseLabel": "Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r7", "r8", "r106", "r113" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "terseLabel": "Share purchases related to ESPP (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r7", "r8", "r106", "r113" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "verboseLabel": "Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r7", "r8", "r106", "r113" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r7", "r8", "r106", "r113", "r452" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period", "negatedTerseLabel": "Options exercised (in shares)", "terseLabel": "Issuance of common stock upon exercise of stock, Shares", "verboseLabel": "Issuance of common stock upon exercise of stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockOptionActivityunderStockPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r25", "r106", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities", "terseLabel": "Conversion of redeemable convertible preferred stock to common stock upon initial public offering" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r7", "r8", "r106", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Stock Issued During Period, Value, Employee Stock Purchase Plan", "terseLabel": "Stock Issued During Period, Value, Employee Stock Purchase Plan" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r7", "r8", "r106", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r25", "r106", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Issuance of common stock upon exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r8", "r11", "r12", "r76", "r670", "r701", "r715", "r768" ], "calculation": { "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS", "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders\u2019 equity (deficit)" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteStockSplitConversionRatio1": { "auth_ref": [ "r114" ], "lang": { "en-us": { "role": { "documentation": "Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one.", "label": "Stockholders' Equity Note, Stock Split, Conversion Ratio", "terseLabel": "Reverse stock split of outstanding common stock" } } }, "localname": "StockholdersEquityNoteStockSplitConversionRatio1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "pureItemType" }, "us-gaap_SubscriptionAndCirculationMember": { "auth_ref": [ "r729" ], "lang": { "en-us": { "role": { "documentation": "Right to receive or access periodic material for specified period of time.", "label": "Subscription and Circulation [Member]", "terseLabel": "Cost of revenue - subscription", "verboseLabel": "Subscription" } } }, "localname": "SubscriptionAndCirculationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansSummaryofStockbasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r536", "r559" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r536", "r559" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r536", "r559" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r536", "r559" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r558", "r560" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesAdditionalInformationDetails", "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalBalanceSheetDisclosuresTextBlock": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for supplemental balance sheet disclosures, including descriptions and amounts for assets, liabilities, and equity.", "label": "Supplemental Balance Sheet Disclosures [Text Block]", "terseLabel": "Balance Sheet Components" } } }, "localname": "SupplementalBalanceSheetDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BalanceSheetComponents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental disclosures of cash activities" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r135" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credit carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardNameDomain": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "The name of the tax credit carryforward.", "label": "Tax Credit Carryforward, Name [Domain]", "terseLabel": "Tax Credit Carryforward, Name [Domain]" } } }, "localname": "TaxCreditCarryforwardNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r360", "r362", "r363", "r364", "r367", "r368" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityStockIssuedDuringPeriodValueNewIssues": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of new stock classified as temporary equity issued during the period.", "label": "Temporary Equity, Stock Issued During Period, Value, New Issues", "verboseLabel": "Issuance of Series G redeemable convertible preferred stock, net of issuance costs" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFREDEEMABLECONVERTIBLEPREFERREDSTOCKANDSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r183", "r184", "r185", "r304", "r305", "r307" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r310", "r311", "r394", "r402", "r514", "r561", "r562", "r563", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r571", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585", "r586", "r587", "r588", "r589", "r590", "r712", "r713", "r714", "r795", "r796", "r797", "r798", "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [ "r343", "r344", "r349", "r350" ], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/RestructuringAdditionalInformationDetails", "http://couchbase.com/role/RestructuringScheduleofRestructuringExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USGovernmentAgenciesDebtSecuritiesMember": { "auth_ref": [ "r647", "r661", "r788" ], "lang": { "en-us": { "role": { "documentation": "Debentures, notes, and other debt securities issued by US government agencies, for example, but not limited to, Government National Mortgage Association (GNMA or Ginnie Mae). Excludes US treasury securities and debt issued by government-sponsored Enterprises (GSEs), for example, but is not limited to, Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), Federal National Mortgage Association (FNMA or Fannie Mae), and the Federal Home Loan Bank (FHLB).", "label": "US Government Agencies Debt Securities [Member]", "terseLabel": "U.S. government agency securities" } } }, "localname": "USGovernmentAgenciesDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasurySecuritiesMember": { "auth_ref": [ "r647", "r661", "r663", "r788" ], "lang": { "en-us": { "role": { "documentation": "This category includes information about debt securities issued by the United States Department of the Treasury and backed by the United States government. Such securities primarily consist of treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years).", "label": "US Treasury Securities [Member]", "terseLabel": "U.S. government treasury securities" } } }, "localname": "USTreasurySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofCashEquivalentsandShorttermInvestmentsDetails", "http://couchbase.com/role/CashEquivalentsandShortTermInvestmentsSummaryofDebtSecuritiesAvailableforSaleUnrealizedLossPositionFairValueDetails", "http://couchbase.com/role/FairValueMeasurementsFairValueHierarchyForCompanysAssetsMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r478", "r484" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r486" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Increase related to current year tax positions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r485" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Increase related to prior year tax positions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r68", "r69", "r70", "r266", "r267", "r269", "r270" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r546", "r669" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease cost" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]", "terseLabel": "Vesting" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/StockholdersEquityDeficitandEmployeeIncentivePlansAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Common stock warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesWereExcludedFromTheComputationofDilutedNetLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.", "label": "Warrants and Rights Outstanding", "terseLabel": "Fair value of common stock" } } }, "localname": "WarrantsAndRightsOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantsAndRightsOutstandingTerm": { "auth_ref": [ "r767" ], "lang": { "en-us": { "role": { "documentation": "Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Warrants and Rights Outstanding, Term", "terseLabel": "Warrants exercisable period (in years)" } } }, "localname": "WarrantsAndRightsOutstandingTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r246", "r257" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r244", "r257" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://couchbase.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://couchbase.com/role/NetLossperShareScheduleofBasicandDilutedNetLossPerShareAttributabletoCommonStockholdersDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 9 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "https://asc.fasb.org/topic&trid=2122149", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126972273&loc=d3e12317-112629", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126972273&loc=d3e12355-112629", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "https://asc.fasb.org/topic&trid=2208564", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21553-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21484-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21488-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 4.C)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187143-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1703-114919", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1731-114919", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f(1))", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=SL79508275-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11149-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11178-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "https://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=d3e5291-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13279-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(2))", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126954596&loc=d3e511914-122862", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=123726384&loc=d3e516343-122869", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126941378&loc=d3e61044-112788", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-06(3))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=120401414&loc=d3e604059-122996", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "https://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5212-111524", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5093-111524", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "https://asc.fasb.org/extlink&oid=123415192&loc=d3e39896-112707", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "https://asc.fasb.org/extlink&oid=123406913&loc=d3e41502-112717", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "840", "URI": "https://asc.fasb.org/extlink&oid=123405975&loc=d3e41551-112718", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e637-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "https://asc.fasb.org/topic&trid=2144383", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e637-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e681-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669686-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "https://asc.fasb.org/topic&trid=2134510", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e4975-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=124260329&loc=d3e26610-111562", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e557-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27290-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27290-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27290-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27290-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27337-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124258926&loc=SL82898722-210454", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(3)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922890-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=126905020&loc=d3e5879-108316", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "https://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(e))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "https://asc.fasb.org/topic&trid=2175745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6036836-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130531-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130532-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130533-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130564-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "https://asc.fasb.org/topic&trid=49130388", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=SL116886442-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4534-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4549-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r509": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org/topic&trid=2144680", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=126980362&loc=d3e28228-110885", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123602790&loc=d3e30226-110892", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=125521441&loc=d3e30690-110894", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=124440516&loc=d3e30840-110895", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r537": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "https://asc.fasb.org/topic&trid=2175825", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r552": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/subtopic&trid=77888251", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=124258985&loc=SL77919352-209981", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=124258985&loc=SL119206284-209981", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=124258985&loc=SL117410129-209981", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=124258985&loc=SL117410129-209981", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r560": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "https://asc.fasb.org/topic&trid=2122774", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4304-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4313-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4332-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r61": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=126942805&loc=d3e3115-115594", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99779-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99893-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r626": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r627": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r628": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r629": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column B", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r630": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column C", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r631": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column D", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r632": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column E", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r633": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column F", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r634": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column G", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r635": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column H", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r636": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column I", "Publisher": "SEC", "Section": "12", "Subsection": "28", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r637": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(m)", "Publisher": "SEC", "Section": "4", "Subparagraph": "(1)(iii)", "Subsection": "08", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226049-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(ii)(A))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126976462&loc=d3e36027-109320", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r674": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r675": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r676": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r677": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r678": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r679": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r680": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r681": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r682": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r683": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r684": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r690": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "210", "URI": "https://asc.fasb.org/topic&trid=2122208", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r71": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org/topic&trid=2134479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=109237686&loc=d3e17752-110868", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r723": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8813-108599", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r759": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r769": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=125521441&loc=d3e30690-110894", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r770": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=124440516&loc=d3e30840-110895", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r771": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r772": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r773": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r774": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r775": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r776": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123408481&loc=SL77919140-209958", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r777": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r778": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r779": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r780": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r781": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r782": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r783": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r784": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r785": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r786": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "https://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r787": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r788": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126980459&loc=d3e62557-112803", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r789": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r790": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r791": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r792": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r793": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124508989&loc=d3e19393-158473", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r794": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r795": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r796": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r797": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r798": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r799": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "https://asc.fasb.org/topic&trid=2196928", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r800": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r801": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r802": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=126905981&loc=d3e2611-110228", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(c))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=99376301&loc=d3e1243-112600", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "12A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=99376301&loc=SL5988623-112600", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 100 0001845022-23-000038-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001845022-23-000038-xbrl.zip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