![]() Our historical results are not necessarily indicative of the results to be expected for any other period in the future and the results of operations for the six months ended Octoare not necessarily indicative of the results to be expected for any other period in the future. We have included, in our opinion, all adjustments necessary to state fairly our financial position as of Octoand the results of operations for the six months ended Octoand 2020. We have prepared the unaudited interim consolidated financial statements on the same basis as the audited consolidated financial statements. The summary consolidated statements of operations data for the six months ended Octoand 2020 and the consolidated balance sheet data as of Octoare derived from our unaudited interim consolidated financial statements that are included elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended Apand 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. For additional information, see the section titled “Underwriters.” See the section titled “Use of Proceeds” for additional information.Īt our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price to certain individuals identified by our officers and directors who have expressed an interest in purchasing common stock in this offering. However, we do not have agreements or commitments to enter into any acquisitions at this time. We may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, we currently intend to use the net proceeds we receive from this offering and the concurrent private placements for general corporate purposes, including working capital, operating expenses and capital expenditures. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering and the concurrent private placements. The principal purposes of this offering and the concurrent private placements are to increase our capitalization and financial flexibility, and create a public market for our Class A common stock. Total Class A and Class B common stock to be outstanding after this offering and the concurrent private placementsĩ5,848,002 shares (or approximately 98,173,002 shares if the underwriters option to purchase additional shares of our Class A common stock is exercised in full). We refer to the private placements of these shares of Class A common stock as the concurrent private placements. See “Shares Eligible for Future Sale-Lock-Up Agreements and Market Standoff Provisions” for additional information regarding such restrictions. The sale of these shares to Spring Creek Capital LLC and Microsoft Corporation will not be registered in this offering and will be subject to a market standoff agreement with us for a period of up to 365 days after the date of this prospectus and lock-up agreement with the underwriters for a period of up to 180 days after the date of this prospectus. The sale of the shares in the private placements is contingent upon the completion of this offering. We will receive the full proceeds and will not pay any underwriting discounts or commissions with respect to the shares that are sold in the private placements. Based on the initial public offering price of $42.00 per share, this will be 2,380,952 and 1,190,476 shares, respectively. Immediately subsequent to the closing of this offering, and subject to certain conditions of closing as described in the section titled “Concurrent Private Placements,” each of Spring Creek Capital LLC, an affiliate of Koch Industries, Inc., and Microsoft Corporation will purchase from us in a private placement $100.0 million and $50.0 million, respectively, of our Class A common stock at a price per share equal to the initial public offering price. ![]() Option to purchase additional shares of Class A common stock offered by usĬlass A common stock sold by us in the concurrent private placements Class A common stock to be outstanding after this offering and the concurrent private placementsĬlass B common stock to be outstanding after this offering and the concurrent private placements
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