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Snap Inc. (Exact Name of Registrant As Specified in Its Charter)

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Snap Inc. (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on February 16, 2017. Registration No. 333-215866 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Snap Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 45-5452795 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 63 Market Street Venice, California 90291 (310) 399-3339 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Evan Spiegel Chief Executive Officer Snap Inc. 63 Market Street Venice, California 90291 (310) 399-3339 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Eric C. Jensen Chris Handman Richard A. Kline David Peinsipp Atul Porwal Anthony J. McCusker Seth J. Gottlieb Snap Inc. An-Yen E. Hu Alex K. Kassai 63 Market Street Goodwin Procter LLP Cooley LLP Venice, California 90291 135 Commonwealth Drive 3175 Hanover Street (310) 399-3339 Menlo Park, California 94025 Palo Alto, California 94304 (650) 752-3100 (650) 843-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. Table of Contents If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of each Class of Amount to be Offering Price Aggregate Offering Amount of Securities to be Registered Registered(1) Per Share(2) Price(1)(2) Registration Fee(3) Class A common stock, par value $0.00001 per share 230,000,000 $16.00 $3,680,000,000 $426,512 (1) Includes 30,000,000 shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. (3) The Registrant previously paid a registration fee of $347,700 in connection with the initial filing of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Dated February 16, 2017 200,000,000 Shares Class A Common Stock This is an initial public offering of shares of non-voting Class A common stock of Snap Inc. Snap Inc. is offering to sell 145,000,000 shares of Class A common stock in this offering. The selling stockholders identified in this prospectus are offering an additional 55,000,000 shares of Class A common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. We have three classes of common stock: Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting, conversion, and transfer rights. Class A common stock is non-voting. Anyone purchasing Class A common stock in this offering will therefore not be entitled to any votes. Each share of Class B common stock is entitled to one vote and is convertible into one share of Class A common stock. Each share of Class C common stock is entitled to ten votes and is convertible into one share of Class B common stock. The Class C common stock, which is held by our founders, each of whom is an executive officer and a director of the company, will represent approximately 88.5% of the voting power of our outstanding capital stock following this offering. Before this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “SNAP.” We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, have elected to comply with reduced public company reporting requirements, and may elect to comply with reduced public company reporting requirements in future filings. See “Risk Factors” beginning on page 15 to read about factors you should consider before buying our Class A common stock. Underwriting Proceeds to Discounts and Proceeds to Selling Price to Public Commissions (1) Snap Inc. Stockholders Per share $ $ $ $ Total $ $ $ $ (1) See “Underwriting” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 7.0% of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us. See “Underwriting—Directed Share Program.” To the extent that the underwriters sell more than 200,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 30,000,000 shares of Class A common stock from us and certain of the selling stockholders at the initial public offering price less the underwriting discount. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares against payment in New York, New York on , 2017. Morgan Stanley Goldman, Sachs & Co. J. P. Morgan Deutsche Bank Securities Barclays Credit Suisse Allen & Company LLC Prospectus dated , 2017 Table of Contents Snap Inc. is a camera company. We believe that reinventing the camera represents our greatest opportunity to improve the way people live and communicate. Our products empower people to express themselves, live in the moment, learn about the world, and have fun together. Table of Contents 180 160 Five yeas at Snap Inc. 140 120 100 80 60 40 20 Launch Snapchat begins as Picaboo, a picture messaging app on iOS. 2011 Snapchat Picaboo is renamed—Snapchat is born! >1k daily active users 2012 >100k daily active users Android Snapchat launches on Android. >1m daily active users Video Snapchat adds video. users can now send picture and video messages. 2013 Table of Contents Stories Snapchat launches Stories. Users can watch the Story of a friend’s day in the order it happened! Party goat at edc Live Story Snapchat launches its first L ive Story, curating thousands of perspectives from users at a music festival into one community narrative. >50m daily active users 2014 Chat Snapchat adds Chat. Now users can send texts and video chats! Smart Filters & Replay Snapchat introduces Smart Filters (time stamp, temperature, and speed) as well as the ability to replay Snaps. First A d A “Brand Story” for the film Ouija becomes the first paid advertisement to run on Snapchat. 2015 Geofilters Geofilters launch. Users can show friends w here they are with location-specific artwor k. Table of Contents Lenses Lenses launch on Snapchat. Users barf rainbows for the first time. Discover Discover launches, featuring Publisher Stories w ith premium video content. Memories Memories launches, giving users a place to save their favorite Snaps and Stories, and then relive them later. Chat 2.0 Snapchat redesigns Chat by adding Stic kers, voice and video calling, and voice and video notes, which all can be sent in a Chat conversation. >100m daily active users International Snapchat’s first international sales office opens. On-Demand Geofilters With On-Demand Geofilters, users can now design and buy a filter to make any get-together more fun.
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