Bofa Securities ______Senior Co-Manager Needham & Company
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Filed Pursuant to Rule 424(b)(4) Registration No. 333-252617 P R O S P E C T U S 6,500,000 Shares CuriosityStream Inc. Common Stock _________________________________ We are offering 6,500,000 shares of our Common Stock, par value $0.0001 per share (“Common Stock”). Our Common Stock trades on The Nasdaq Capital Market (the “NASDAQ”) under the symbol “CURI.” On February 3, 2021, the last reported sale price of our Common Stock was $15.80 per share. We are a “controlled company” within the meaning of the NASDAQ rules. At our request, the underwriters will allocate for sale, at the public offering price, up to $5.0 million of shares of our common stock in this offering to John Hendricks and his affiliates. We do not know if Mr. Hendricks will choose to purchase all or any portion of the allocated shares but the number of shares of our common stock available for sale to the general public will be reduced to the extent these persons purchase the allocated shares. Any shares of our common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of our common stock offered by this prospectus. 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. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of this prospectus. _________________________________ Per Share Total Public offering price $ 13.50 $ 87,750,000 Underwriting discounts and commissions(1) $ 0.91125 $ 5,923,125 Proceeds, before expenses, to us $ 12.58875 $ 81,826,875 ____________ (1) See “Underwriting” beginning on page 117 for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 975,000 shares of Common Stock from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has 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 shares of Common Stock will be ready for delivery on or about February 8, 2021. _________________________________ Bookrunner BofA Securities _________________________________ Senior Co-Manager Needham & Company Co-Managers D.A. Davidson & Co. Roth Capital Partners Barrington Research The Benchmark Company _________________________________ The date of this prospectus is February 3, 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 11 USE OF PROCEEDS 37 CAPITALIZATION 38 DILUTION 39 MARKET FOR OUR SECURITIES 40 DIVIDEND POLICY 41 SELECTED HISTORICAL FINANCIAL INFORMATION OF CURIOSITYSTREAM 42 SELECTED HISTORICAL FINANCIAL INFORMATION OF LEGACY CURIOSITYSTREAM 44 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 49 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 BUSINESS 71 MANAGEMENT 79 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 85 EXECUTIVE COMPENSATION 89 PRINCIPAL STOCKHOLDERS 106 DESCRIPTION OF SECURITIES 108 UNDERWRITING 117 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 124 LEGAL MATTERS 128 EXPERTS 128 WHERE YOU CAN FIND MORE INFORMATION 128 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities in any state where the offer is not permitted. For investors outside the United States: we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document filed with the Securities and Exchange Commission before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. i Table of Contents ABOUT THIS PROSPECTUS A prospectus supplement or post-effective amendment 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 or post-effective amendment 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, post-effective amendment or any related free writing prospectus. See “Where You Can Find More Information.” We have not 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 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.” On October 14, 2020 (the “Closing Date”), CuriosityStream Inc., a Delaware corporation (formerly named Software Acquisition Group Inc.) (the “Company”), consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated August 10, 2020, by and among the Company, CS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), CuriosityStream Operating Inc., a Delaware corporation (formerly named CuriosityStream Inc.) (“Legacy CuriosityStream”), and Hendricks Factual Media LLC, a Delaware limited liability company (“HFM”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” Upon the consummation of the Business Combination, Merger Sub merged with and into Legacy CuriosityStream, with Legacy CuriosityStream surviving the merger in accordance with the Delaware General Corporation Law as a wholly-owned subsidiary of the Company (the “Merger” and, the completion of the Merger, the “Closing”). In connection with the Closing, the Company changed its name from “Software Acquisition Group Inc.” to “CuriosityStream Inc.” Unless the context