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Digital Media Solutions, Inc. Form 424B3 Filed 2021-06-03

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Digital Media Solutions, Inc. Form 424B3 Filed 2021-06-03 SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-06-03 SEC Accession No. 0001140361-21-019771 (HTML Version on secdatabase.com) FILER Digital Media Solutions, Inc. Mailing Address Business Address 4800 140TH AVENUE N. 4800 140TH AVENUE N. CIK:1725134| IRS No.: 981399727 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 101 SUITE 101 Type: 424B3 | Act: 33 | File No.: 333-256518 | Film No.: 21993645 CLEARWATER FL 33762 CLEARWATER FL 33762 SIC: 7389 Business services, nec (877) 236-8632 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed Pursuant to Rule 424(b)(3) Registration No. 333-256518 PROSPECTUS Digital Media Solutions, Inc. 3,436,767 Shares of Class A Common Stock This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 3,436,767 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Digital Media Solutions, Inc., a Delaware corporation (“DMS”). This prospectus provides you with a general description of such securities and the general manner in which the Selling Holders may offer or sell the securities. More specific terms of any securities that the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. DMS will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Holders pursuant to this prospectus. However, DMS will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities by the Selling Holders pursuant to this prospectus. The registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of such securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. See the section of this prospectus entitled “Plan of Distribution” for additional information. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in DMS securities. The Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “DMS.” On May 25, 2021, the closing price of the Class A Common Stock was $10.14 per share. DMS is an “emerging growth company” and a “smaller reporting company,” as such terms are defined under the federal securities laws and, as such, is subject to certain reduced public company reporting requirements. Investing in DMS securities involves risks. See the risk factors set forth in the section of this prospectus entitled “Risk Factors” beginning on page 5 and in any applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 3, 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page No. ABOUT THIS PROSPECTUS ii MARKET, RANKING AND OTHER INDUSTRY DATA iii TRADEMARKS, SERVICE MARKS AND TRADE NAMES iii SELECTED DEFINITIONS iv CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS viii PROSPECTUS SUMMARY 1 THE OFFERING 4 RISK FACTORS 5 USE OF PROCEEDS 32 DIVIDEND POLICY 32 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 33 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 36 BUSINESS COMBINATION 37 BUSINESS 42 DMS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 49 OPERATIONS DIRECTOR AND EXECUTIVE COMPENSATION 75 MANAGEMENT 88 DESCRIPTION OF SECURITIES 92 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 103 BENEFICIAL OWNERSHIP OF SECURITIES 105 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 106 SELLING HOLDERS 109 PLAN OF DISTRIBUTION 111 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 113 LEGAL MATTERS 116 EXPERTS 116 CHANGE IN AUDITOR 116 WHERE YOU CAN FIND MORE INFORMATION 117 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ABOUT THIS PROSPECTUS Unless the context indicates otherwise, references to “DMS,” the “Company,” “we,” “us” and “our” in this prospectus refer to Digital Media Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries following the Business Combination (as defined in “Selected Definitions”). This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the Selling Holders may, from time to time, offer and sell the securities described in this prospectus in one or more offerings. The Selling Holders may use the shelf registration statement to sell up to an aggregate of 3,436,767 shares of Class A Common Stock from time to time through any means described in “Plan of Distribution.” More specific terms of any securities that the Selling Holders may offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A Common Stock being offered and the terms of the offering. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information.” Neither we nor the Selling Holders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.” ii Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents MARKET, RANKING AND OTHER INDUSTRY DATA Certain market, ranking and industry data included in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including its products and services relative to its competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate, which, in each case, we believe are reliable. We are responsible for all of the disclosure in this prospectus and while we believe the data from these sources to be accurate and complete, we have not independently verified data from these sources or obtained third-party verification of market share data and this information may not be reliable. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.
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