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Bumble Inc. Class a Common Stock $43.00 Per Share This Is the Initial Public Offering of Shares of Class a Common Stock of Bumble Inc

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Bumble Inc. Class a Common Stock $43.00 Per Share This Is the Initial Public Offering of Shares of Class a Common Stock of Bumble Inc PROSPECTUS 50,000,000 Shares Bumble Inc. Class A Common Stock $43.00 per share This is the initial public offering of shares of Class A common stock of Bumble Inc. We are selling 50,000,000 shares of our Class A common stock. Our ClassA common stock has been approved for listing on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “BMBL.” In general, holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held of record on all matters on which stockholders are entitled to vote generally. Each holder of Class B common stock shall generally be entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Common Unit (as defined herein) of Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”) held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Notwithstanding the foregoing, unless they elect otherwise, each of Whitney Wolfe Herd, the founder of Bumble (our “Founder”) and affiliates of The Blackstone Group Inc. (“Blackstone” or “our Sponsor”), to whom we refer collectively as our “Principal Stockholders,” will be entitled to outsized voting rights as follows. Until seven years from the closing of this offering (or, if earlier, the date the parties to the stockholders agreement we intend to enter into in connection with this offering cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming the exchange of all Common Units), each share of Class A common stock held by a Principal Stockholder will entitle such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock will be entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units (as defined herein)) of Bumble Holdings held by such Principal Stockholder. See “Description of Capital Stock.” The purpose of providing our Principal Stockholders with outsized voting rights, subject to a reasonable time-based sunset, is to promote the ability of our board of directors to execute our mission-first strategy by reducing, during Bumble’s initial years as a public company, the board’s exposure to pressure that might be brought by activist shareholders to focus on short-term objectives rather than our long-term strategy. After the completion of this offering, our Principal Stockholders will beneficially own a majority of the combined voting power of our Class A and ClassB common stock. More specifically, upon completion of this offering our Founder will beneficially own approximately 11% of the outstanding economic interests in Bumble and 16% of the combined voting power in Bumble Inc. (or 17% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and Blackstone will beneficially own approximately 57% of the outstanding economic interests in Bumble and 80% of the outstanding voting power in Bumble Inc. (or 53% and 78% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, the voting rights held by our Principal Stockholders are significantly in excess of their level of economic ownership. As a result, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards. See “Management—Controlled Company Exception” and “Principal Stockholders.” Our organizational structure following this offering is commonly referred to as an umbrella partnership-C-corporation (or UP-C) structure. Prior to this offering, Bumble Holdings is the parent company of our business. In connection with this offering, Bumble Inc. will become the general partner of Bumble Holdings. As sole general partner, Bumble Inc. will hold 100% of the voting power in Bumble Holdings. The interests in Bumble Holdings held by the limited partners of Bumble Holdings, which we refer to as the Pre-IPO Common Unitholders, will be generally non-voting. Bumble Inc. will directly and indirectly hold 60% of the outstanding Common Units in Bumble Holdings (or 62% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and the Pre-IPO Common Unitholders will hold 40% of the outstanding Common Units in Bumble Holdings (or 38% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The Pre-IPO Common Unitholders will also hold shares of Class B common stockin Bumble Inc. See “Organizational Structure.” We and the holders of our Common Units will also enter into an exchange agreement under which they (or certain permitted transferees) will have the right (subject to the terms of the exchange agreement) to exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. See “Certain Relationships and Related Person Transactions—Exchange Agreement.” Bumble Inc. intends to use the proceeds (net of underwriting discounts) from the issuance of 9 million shares ($369.6 million) to acquire an equivalent number of newly-issued Common Units from Buzz Holdings L.P., as described under “Organizational Structure—Offering Transactions,” which Buzz Holdings L.P. will in turn use to repay outstanding indebtedness under our Term Loan Facility (as defined herein) totaling approximately $200.0 million in aggregate principal amount and approximately $148.3 million for general corporate purposes, and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $21.3 million. See “Use of Proceeds.” Bumble Inc. intends to use the proceeds (net of underwriting discounts) from the issuance of 41 million shares ($1,683.7 million) (or 48.5 million shares and $1,991.6 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from our pre-IPO owners, as described under “Organizational Structure—Offering Transactions.” We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “Summary—Implications of Being an Emerging Growth Company.” Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 30. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price ................................... $43.000 $2,150,000,000 Underwriting discounts and commissions ........................ $ 1.935 $ 96,750,000 Proceeds, before expenses, to Bumble Inc. ....................... $41.065 $2,053,250,000 Please see the section entitled “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters. To the extent that the underwriters sell more than 50,000,000 shares of our Class A common stock, the underwriters have the option to purchase up to an additional 7,500,000 shares of our Class A common stock from us at the initial public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about February 16, 2021. Goldman Sachs & Co. LLC Citigroup Morgan Stanley J.P. Morgan Jefferies RBC Capital Markets Evercore ISI Blackstone Capital Markets BMO Capital Markets Cowen Raymond James Stifel BTIG Nomura SMBC Nikko AmeriVet Securities C.L. King & Associates Drexel Hamilton Loop Capital Markets R. Seelaus & Co., LLC Ramirez & Co., Inc. Siebert Williams Shank Telsey Advisory Group The date of this prospectus is February 10, 2021. MAKE THE FIRST MOVE R elationships Are the Backb one of Ou r Lives Where We Are Today ~4 2M $ 417M Q3 ’20 MAUs YTD Sep ’20 Revenue 1 +15% YOY 2.4M$(117 )M YTD Sep ’20 Paying UsersYTD Sep ’20 Net (Loss) Earning s 2 (28)% Margin 3 650+$108M Q3 ’20 Full Time EmployeesYTD Sep ’20 Adjusted EBITDA 4 26% Margin 5 1 Includes $40.0 million for the predecessor period from January 1,4 Includes $9.4 million for th e predecessor period from January 1, 2020 to January 28, 2020 and $376.6 million for the successor20 20 to January 28, 2020 and $98.9 million for the successor period from January 29, 2020 to September 30, 2020.p eriod from January 29, 2020 to September 3 0, 2020. 2 Includes $(32.6) million for the predecessor period from January 1, 5 Adjusted EBITDA Margin was 23.4% and 26.3% for the 2020 to January 28, 2020 and $(84.1) million for the successorpredecessor period from January 1, 2020 to January 28, 2020 and period from January 29, 2020 to September 30, 2020 .for the su ccessor period from January 29, 2020 to September 30, 2020, respectively. 3 Net (Loss) Earnings Margin was (81.4)% and (22.3)% for the predecessor period from January 1, 2020 to January 2 8, 2020 and fo r the successor period from January 29, 202 0 to September 30, 2020 , respectively. In Love In Life In Work D at e H o ne stly Table of Contents Page Page A Letter from Whitney Wolfe Herd, Founder Business .............................
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