Curiositystream Inc. (Exact Name of Registrant As Specified in Our Charter) ______
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As filed with the U.S. Securities and Exchange Commission on May 7, 2021 Registration No. 333-249556 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ CuriosityStream Inc. (Exact name of registrant as specified in our charter) _____________________________________ Delaware 7812 84-1797523 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) 8484 Georgia Ave., Suite 700 Silver Spring, Maryland 20910 (301) 755-2050 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) _____________________________________ Tia Cudahy Chief Operating Officer, General Counsel and Secretary 8484 Georgia Ave., Suite 700 Silver Spring, Maryland 20910 (301) 755-2050 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________________________ Copies to: Christopher Peterson Arnold & Porter 250 West 55th Street New York, New York 10019 _____________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. 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: S If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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, 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 under the Securities Exchange Act of 1934: Large accelerated filer £ Accelerated filer £ Non-accelerated filer S Smaller reporting company S Emerging growth company S 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 7(a)(2)(B) of the Securities Act. £ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents EXPLANATORY NOTE On October 19, 2020, the registrant filed a Registration Statement on Form S-1 (Registration No. 333 - 249556), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 6, 2020, as amended by the Post-Effective Amendment No. 1 on Form S-8 to Form S-1 Registration Statement filed with the SEC on December 14, 2020, as amended by the Post-Effective Amendment No. 2 to Form S-1 Registration Statement filed with the SEC on March 31, 2021, which was subsequently declared effective by the SEC on April 7, 2021 (as amended, the “Registration Statement”). This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s Amendment No. 1 to the Annual Report on Form 10-K/A and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. Table of Contents The information in this prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 7, 2021 PRELIMINARY PROSPECTUS CuriosityStream Inc. Primary Offering of 19,229,000 Shares Common Stock Secondary Offering of 2,500,000 Shares of Common Stock 4,029,000 Warrants to Purchase Common Stock This prospectus relates issuance by us of up to (i) 7,475,000 shares of our Common Stock, par value $0.0001 per share (“Common Stock”) issuable upon the exercise of warrants (the “Public Warrants”) originally sold as part of the units in our initial public offering (the “IPO”); (ii) up to 3,676,000 shares of our Common Stock issuable upon the exercise of warrants (the “Private Placement Warrants”) issued to Software Acquisition Holdings LLC (the “Sponsor”) in a private placement that closed concurrently with our IPO; (iii) up to 353,000 shares of our Common Stock issuable upon the exercise of warrants (the “PIPE Warrants” and together with the Public Warrants and the Private Placement Warrants, the “Warrants”) issued to the PIPE Investors (as defined below) in a private placement that closed concurrently with our Business Combination, and (iv) 7,725,000 shares of Common Stock issuable under the Omnibus Incentive Plan. Each Warrant entitles the holder thereof to purchase upon exercise one share of our Common Stock for $11.50 per share. This prospectus also relates to the resale or distribution from time to time by the selling securityholders named in this prospectus or their permitted transferees of (i) up to 2,500,000 shares of our Common Stock (the “PIPE Shares”) issued to certain third-party investors (the “PIPE Investors”) in private placements immediately prior to the closing of the business combination pursuant to Subscription Agreements entered into on August 10, 2020; (ii) 353,000 PIPE Warrants and (iii) 3,676,000 Private Placement Warrants. The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales, but we will receive the proceeds from the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of any of the securities. See “Plan of Distribution”. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. Our Common Stock is traded on The Nasdaq Capital Market (the “NASDAQ”) under the symbol “CURI.” Our Public Warrants are traded on the NASDAQ under the symbol “CURIW” and, after resale, the PIPE Warrants and the Private Placement Warrants will also trade under the same ticker symbol as the Public Warrants. On May 5, 2021, the last reported sale price of our Common Stock was $12.36 per share and the last reported sale price of our Warrants was $4.67 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2021 Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii TRADEMARKS, SERVICE MARKS AND TRADE NAMES iii INDUSTRY AND MARKET DATA iii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS iv CERTAIN DEFINED TERMS vi PROSPECTUS SUMMARY 1 RISK FACTORS 6 USE OF PROCEEDS 32 MARKET FOR OUR SECURITIES 32 DIVIDEND POLICY 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 BUSINESS 42 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 50 MANAGEMENT 56 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 62 EXECUTIVE COMPENSATION 66 BENEFICIAL OWNERSHIP OF SECURITIES 82 DESCRIPTION OF SECURITIES 84 SELLING SECURITYHOLDERS 93 PLAN OF DISTRIBUTION 96 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 98 LEGAL MATTERS 104 EXPERTS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO FINANCIAL STATEMENTS F-1 PART II — INFORMATION NOT REQUIRED IN PROSPECTUS