1Stdibs.Com, Inc. Form S-1/A Filed 2021-06-08
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SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-06-08 SEC Accession No. 0001193125-21-185143 (HTML Version on secdatabase.com) FILER 1stdibs.com, Inc. Mailing Address Business Address 51 ASTOR PLACE 51 ASTOR PLACE CIK:1600641| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 3RD FLOOR 3RD FLOOR Type: S-1/A | Act: 33 | File No.: 333-256188 | Film No.: 211001620 NEW YORK NY 10003 NEW YORK NY 10003 SIC: 5961 Catalog & mail-order houses 212-627-3927 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on June 8, 2021. Registration No. 333-256188 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 1STDIBS.COM, INC. (Exact name of Registrant as specified in its charter) Delaware 5961 94-3389618 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 51 Astor Place, 3rd Floor New York, New York 10003 (212) 627-3927 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) David S. Rosenblatt Chief Executive Officer 1stdibs.com, Inc. 51 Astor Place, 3rd Floor New York, New York 10003 (212) 627-3927 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Ronald A. Fleming, Jr. Davina K. Kaile Tu Nguyen Stephen M. Davis Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Chief Financial Officer Edwin M. OConnor 31 West 52nd Street 2550 Hanover St 1stdibs.com, Inc. Erica D. Kassman New York, New York 10019 Palo Alto, California 94304 51 Astor Place, 3rd Floor Goodwin Procter LLP (212) 858-1000 (650) 233-4500 New York, New York 10003 620 Eighth Avenue (212) 627-3927 New York, New York 10018 (212) 813-8800 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. 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, 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, 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 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ 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. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Securities To Be Offering Price Per Aggregate Amount of To Be Registered Registered(1) Share(2) Offering Price Registration Fee(3) Common Stock, $0.01 par value per share 6,612,500 $21.00 $138,862,500 $15,149.90 (1) Includes 862,500 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) Previously paid. 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 which specifically states that this Registration Statement shall thereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated June 8, 2021 PROSPECTUS 5,750,000 Shares Common Stock This is 1stdibs.com, Inc.s initial public offering. We are selling 5,750,000 shares of our common stock. We expect the public offering price to be between $18.00 and $21.00 per share. Currently, no public market exists for the shares. Our common stock has been approved for listing on the Nasdaq Global Market under the symbol DIBS. Investing in our common stock involves risks that are described in the Risk Factors section beginning on page 18 of this prospectus. Per Share Total Public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 862,500 shares from us, at the public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. 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 will be ready for delivery on or about , 2021. BofA Securities Barclays Allen & Company LLC Evercore ISI William Blair Raymond James JMP Securities The date of this prospectus is , 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All