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Digitalocean Holdings, Inc. Form S-1/A Filed 2021-03-15

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Digitalocean Holdings, Inc. Form S-1/A Filed 2021-03-15 SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-03-15 SEC Accession No. 0001193125-21-080474 (HTML Version on secdatabase.com) FILER DigitalOcean Holdings, Inc. Mailing Address Business Address 101 AVENUE OF THE 101 AVENUE OF THE CIK:1582961| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1230 AMERICAS AMERICAS Type: S-1/A | Act: 33 | File No.: 333-253483 | Film No.: 21739753 10TH FLOOR 10TH FLOOR SIC: 7370 Computer programming, data processing, etc. NEW YORK NY 10013 NEW YORK NY 10013 341-985-0306 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 March 15, 2021 Registration No. 333-253483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DigitalOcean Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 7370 45-5207470 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 101 6th Avenue New York, New York 10013 (646) 827-4366 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) Yancey Spruill Chief Executive Officer DigitalOcean Holdings, Inc. 101 6th Avenue New York, New York 10013 (646) 827-4366 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Eric Jensen William Sorenson Michael Benjamin Brandon Fenn Alan Shapiro Latham & Watkins LLP Cooley LLP DigitalOcean Holdings, Inc. 885 Third Avenue 55 Hudson Yards 101 6th Avenue New York, New York 10022 New York, New York 10001 New York, New York 10013 (212) 906-1200 (212) 479-6000 (646) 827-4366 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 of 1933, 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, 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. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of Each Class of Securities Amount to be Maximum Offering Aggregate Offering Amount of to be Registered Registered(1) Price Per Share(2) Price(1)(2) Registration Fee(3) Common stock, par value $0.000025 per share 18,975,000 $47.00 $891,825,000 $97,299 (1) Includes 2,475,000 additional 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. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any. (3) The Registrant previously paid $10,910 of this amount in connection with the initial filing of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange 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. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated March 15, 2021. 16,500,000 Shares Common Stock This is the initial public offering of shares of common stock of DigitalOcean Holdings, Inc. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price will be between $44.00 and $47.00 per share. We have applied to list our common stock on the New York Stock Exchange under the symbol DOCN. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 14 to read about factors you should consider before buying our common stock. 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 $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to us $ $ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additional 2,475,000 shares of common stock from us at the initial public offering price less the underwriting discount. One or more funds affiliated with Tiger Global Management LLC and AI Droplet Subsidiary LLC, which is affiliated with one of our principal stockholders, have indicated an interest in purchasing an aggregate of up to a maximum of $175 million in shares of common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Tiger Global Management LLC and AI Droplet Subsidiary LLC could determine to purchase more, less or no shares of common stock in this offering, or the underwriters could determine to sell more, less or no shares to Tiger Global Management LLC and AI Droplet Subsidiary LLC. The underwriters will receive the same discount on any of our shares of common stock purchased by Tiger Global Management LLC and AI Droplet Subsidiary LLC as they will from any other shares sold to the public in this offering. The underwriters expect to deliver the shares against payment in New York, New York on or about , 2021. Morgan Stanley Goldman Sachs & Co. LLC J.P. Morgan BofA Securities Barclays KeyBanc Capital Markets Canaccord Genuity JMP Securities Stifel Prospectus dated , 2021. 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 Table of Contents 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 Table of Contents 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 Table of Contents TABLE OF CONTENTS Page Page A LETTER FROM YANCEY SPRUILL, OUR CHIEF EXECUTIVE COMPENSATION 121 EXECUTIVE OFFICER ii CERTAIN RELATIONSHIPS AND RELATED PARTY PROSPECTUS SUMMARY 1 TRANSACTIONS 134 RISK FACTORS 14 PRINCIPAL STOCKHOLDERS 136 SPECIAL NOTE REGARDING FORWARD-LOOKING DESCRIPTION OF CAPITAL STOCK 138 STATEMENTS 51 SHARES ELIGIBLE
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