Sezzle-IPO-Prospectus.Pdf
Total Page：16
File Type：pdf, Size：1020Kb
SEZZLE INC. ARBN 633 327 358 PROSPECTUS A fully underwritten initial public offer of 35,714,286 CHESS Depositary Interests (CDIs) over shares of common stock in the Company at an issue price per CDI of A$1.22 to raise approximately A$43.6 million before associated costs. This is an important document. Please consult your professional adviser(s) if you have any questions. Investment in the CDIs offered by this Prospectus should be regarded as speculative in nature. LEAD MANAGER AND UNDERWRITER Important 01 Notices Offer professional adviser before deciding to US Persons except in transactions whether to invest in the CDIs. exempt from, or not subject to, registration The offer (the Offer) contained in this under the US Securities Act and Except as required by law and only Prospectus (the Prospectus) is an invitation applicable US state securities laws. to acquire CHESS Depositary Interests to the extent so required, no person (CDIs) over shares of common stock named in this Prospectus warrants or This Prospectus does not constitute (Shares) in Sezzle Inc. (ARBN 633 327 358) guarantees the Company’s performance, an offer to sell, or the solicitation of (Sezzle or the Company), a foreign the repayment of capital by the Company an offer to buy, nor shall there be any company registered in Delaware. or any return on investment made sale of these securities in any state or pursuant to this Prospectus. other jurisdiction in which such offer, The Prospectus is issued by the Company solicitation or sale would be unlawful. for the purpose of Chapter 6D of the No person is authorised to give any Corporations Act. information or to make any representation For details of selling restrictions that in connection with the Offer, other than apply to the Offer and the sale of CDIs in Lodgement and listing as is contained in this Prospectus. Any certain jurisdictions outside of Australia, information or representation not please refer to Section 8.15. This Prospectus is dated 24 June 2019 and contained in this Prospectus should not was lodged with the Australian Securities be relied on as having been made or Notice to United States residents and Investments Commission (ASIC) on authorised by the Company, the Directors, The CDIs being offered pursuant to this that date. the Lead Manager or any other person in Prospectus have not been registered under connection with the Offer. You should rely The Company will apply to the Australian the US Securities Act or any US state only on the information in this Prospectus. Securities Exchange (ASX) for Admission securities laws and may not be offered of the Company to the Official List of the Foreign jurisdictions or sold in the United States or to a US ASX (the Official List) and for quotation Person absent registration or an applicable of the CDIs on the ASX within seven days This Prospectus does not constitute a exemption from registration under the of the date of this Prospectus. public offer or invitation to apply for CDIs US Securities Act and applicable US state You should not view the fact that the ASX in any jurisdiction other than Australia. securities laws. No action has been taken to register or may admit the Company to the Official This Prospectus does not constitute an qualify the CDIs or the Offer, or to List as an indication of the merits of the offer to sell, or the solicitation of an offer otherwise permit a public offering of CDIs, the Offer or the Company. to buy, nor shall there be any sale of the CDIs, in any jurisdiction outside Australia. Neither ASIC nor ASX (or their respective CDIs or distribution of this Prospectus or officers) take any responsibility for There may be legal restrictions related other offering material or advertisement the contents of this Prospectus or the to the distribution of this Prospectus in connection with the Offer in any state merits of the investment to which this (including in electronic form) outside or other jurisdiction in which such offer, Prospectus relates. Australia and therefore any person who solicitation, distribution or sale would be resides outside Australia and who receives unlawful under applicable law, including Expiry Date this Prospectus outside Australia should the US Securities Act and applicable state seek advice on, and observe, any such securities laws. In addition, any hedging No CDIs will be issued on the basis of this restrictions. Any person who has a transactions involving the CDIs or any Prospectus after 24 July 2020, which is registered address in any country Shares into which the CDIs may be 13 months from the date of this Prospectus. outside of Australia and who receives this converted may not be conducted unless Prospectus may only apply for CDIs if that in compliance with the US Securities Act Notice to Applicants person is able to reasonably demonstrate and applicable US state securities laws. to the satisfaction of the Company that The information in this Prospectus is not Persons who come into possession of this they may participate in the Offer relying financial product advice and does not take Prospectus outside of Australia should on a relevant exception from, or are not into account your investment objectives, seek advice on, and observe, any such otherwise subject to, the lodgement, financial situation or particular needs. restrictions. This Prospectus should not be construed filing, registration or other requirements as financial, taxation, legal or other advice. of any applicable securities laws in the FOR US restrictions The Company is not licensed to provide jurisdiction in which they have such financial product advice in respect of its registered address. The CDIs being offered pursuant to this Prospectus are being made available to securities or any other financial products. The Company will not offer to sell, nor investors in reliance on the exemption from solicit an offer to purchase, any securities This Prospectus is important and you registration contained in Regulation S in any jurisdiction where such offer, sale should read it in its entirety, along with of the US Securities Act for offers which or solicitation may be unlawful. Any failure each of the documents incorporated by are made outside of the United States. to comply with these restrictions may reference, prior to deciding whether to As a result of relying on the Regulation S constitute violation of applicable invest in the Company’s CDIs. There are exemption, the CDIs that are issued securities laws. risks associated with an investment in the under Regulation S and the Offer will be CDIs, and you must regard the CDIs offered This Prospectus may not be released ‘restricted securities’ under Rule 144 of under this Prospectus as a speculative or distributed into the United States the US Securities Act. This means that investment. Some of the risks that you of America (the United States). This investors in the Offer will not be able to should consider are set out in Section 7 Prospectus does not constitute an offer sell the CDIs issued to them under the (Risk Factors). You should carefully to sell, or a solicitation of an offer to Offer into the United States or to a US consider these risks in light of your buy, securities in the United States or Person for a period of 12 months from personal circumstances including financial to a ‘US Person’ as defined in Rule 902(k) the date of allotment of the CDIs under and taxation issues. There may also be of Regulation S of the United States the Offer, unless the resale of the CDIs additional risks that you should consider Securities Act of 1933 (a US Person) under is registered under the US Securities Act in light of your personal circumstances. the US Securities Act, as amended or an exemption is available. (US Securities Act). If you do not fully understand this Please refer to Section 8.15 and Section 9.12 Prospectus or are in doubt as to how Any securities described in this Prospectus for further information. To enforce the to analyse or interpret it, you should have not been, and will not be, registered above transfer restrictions, the Company seek professional guidance from your under the US Securities Act and may not has requested that all CDIs issued under stockbroker, lawyer, accountant or other be offered or sold in the United States or the Offer, or any Shares into which the SEZZLE Prospectus 02 CDIs are converted into prior to the end contained in this Prospectus may not be Contract summaries of the restriction period, contain a legend relied on as having been authorised by the to the effect that transfer is prohibited Company, its Directors, the Lead Manager Summaries of contracts detailed in this except in accordance with Regulation S or any other person in connection with Prospectus are included for the information of the US Securities Act, or pursuant to the Offer. You should rely only on the of potential investors but do not purport an available exemption from registration information in this Prospectus. to be complete and are qualified by the and that hedging transactions involving text of the contracts themselves. This Prospectus contains industry data the CDIs, or any Shares into which and forecasts that were obtained from CDIs may be converted, may not be Risk factors industry publications, third-party market conducted unless in compliance with research and publicly available information. Shareholders and potential investors the US Securities Act. These publications generally state or should be aware that subscribing for In addition, the Company has requested imply that the information contained in CDIs in the Company involves a number that all CDIs issued under the Offer them has been obtained from sources of risks.