SEC Info - Affirm Holdings, Inc. - IPO: ‘S-1/A’ on 11/20/20

Affirm Holdings, Inc. – IPO: ‘S-1/A’ on 11/20/20

On: Friday, 11/20/20, at 5:12pm ET · Accession #: 1104659-20-128032 · File #: 333-250184

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/20 Affirm Holdings, Inc. S-1/A 6:1M Toppan Merrill/FA

Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 46K (General Form) 2: EX-10.2 Material Contract HTML 116K 3: EX-10.3 Material Contract HTML 47K 4: EX-10.4 Material Contract HTML 176K 5: EX-10.5 Material Contract HTML 81K 6: EX-10.7 Material Contract HTML 187K

As filed with the Securities and Exchange Commission on November 20, 2020

Registration No. 333-250184

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

Affirm Holdings, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

7389
(Primary Standard Industrial
Classification Code Number)

84-2224323
(I.R.S. Employer
Identification Number)

Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108
Telephone: (415) 984-0490

(Address including zip code, telephone number, including area code, of Registrant’s Principal Executive Offices)

Max Levchin
Chief Executive Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108
Telephone: (415) 984-0490

(Name, address including zip code, telephone number, including area code, of agent for service)

Copies To:

Gregg A. Noel, Esq.
P. Michelle Gasaway, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
Telephone: (650) 470-4500

Sharda Caro del Castillo
Chief Legal Officer
Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108
Telephone: (415) 984-0490

Byron B. Rooney, Esq.
Emily Roberts, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

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, 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 ☒ (Do not check if a smaller reporting company)			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. ☐

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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California on November 20, 2020.

				AFFIRM HOLDINGS, INC.
				By:			/s/ *Max Levchin* Max Levchin Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 20, 2020.

	Signature			Capacity
	/s/ *Max Levchin* Max Levchin			Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
	* Michael Linford			Chief Financial Officer (principal financial officer)
	* Siphelele Jiyane			VP, Controller (principal accounting officer)
	* Jeremy Liew			Director
	* Christa S. Quarles			Director
	* Jeremy G. Philips			Director
	* Keith Rabois			Director
	By: /s/ Max Levchin* Max Levchin, Attorney-In-Fact

II-3

This ‘S-1/A’ Filing

Date

Other Filings

Filed on:

11/20/20

None on these Dates

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/25/23 Affirm Holdings, Inc. S-8 8/25/23 4:116K 8/25/23 Affirm Holdings, Inc. 10-K 6/30/23 155:21M 8/29/22 Affirm Holdings, Inc. S-8 8/29/22 4:166K Workiva Inc Wde… FA01/FA 8/29/22 Affirm Holdings, Inc. 10-K 6/30/22 145:22M Workiva Inc Wde… FA01/FA 9/17/21 Affirm Holdings, Inc. S-8 9/17/21 4:147K 9/17/21 Affirm Holdings, Inc. 10-K 6/30/21 134:21M 2/17/21 Affirm Holdings, Inc. 10-Q 12/31/20 95:11M Workiva Inc Wde… FA01/FA 2/02/21 Affirm Holdings, Inc. S-8 2/02/21 4:203K Toppan Merrill/FA 1/13/21 Affirm Holdings, Inc. S-8 1/13/21 4:82K Toppan Merrill/FA 1/11/21 Affirm Holdings, Inc. S-1/A 3:18M Toppan Merrill/FA 1/05/21 Affirm Holdings, Inc. S-1/A 8:18M Toppan Merrill/FA 12/22/20 Affirm Holdings, Inc. S-1/A 7:27M Toppan Merrill/FA 12/14/20 Affirm Holdings, Inc. S-1/A 13:28M Toppan Merrill/FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/18/20 Affirm Holdings, Inc. S-1 16:28M Toppan Merrill/FA

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement
	3.1**			Amended and Restated Certificate of Incorporation of the Company, as currently in effect
	3.2**			Amended and Restated Bylaws of the Company, as currently in effect
	3.3**			Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon the completion of this offering
	3.4**			Form of Amended and Restated Bylaws of the Company, to be in effect upon the completion of this offering
	4.1*			Specimen Stock Certificate for shares of Common Stock of the Company
	4.2**			Amended and Restated Investors’ Rights Agreement among the Company and certain holders of its capital stock, dated as of September 11, 2020
	4.3**			Warrant to Purchase Shares of Common Stock, dated as of October 8, 2019, by and between Affirm, Inc. and Delta Air Lines, Inc.
	4.4**			Warrant to Purchase Common Stock, dated as of May 15, 2014, by and between Affirm, Inc. and Silicon Valley Bank
	4.5**			Warrant to Purchase Common Stock, dated as of August 5, 2015, by and between Affirm, Inc. and Silicon Valley Bank
	4.6**			Stock Purchase Warrant, dated as of September 1, 2020, by and between Affirm Holdings, Inc. and Shopify Inc.
	5.1*			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1**			Form of Indemnification Agreement between the Company and its directors and officers
	10.2+			Amended and Restated 2012 Stock Plan
	10.3+			2020 Employee Stock Purchase Plan
	10.4#			Second Amended and Restated Loan Program Agreement, dated as of November 1, 2020, by and between Affirm, Inc. and Cross River Bank
	10.5#			Second Amended and Restated Loan Sale Agreement, dated as of November 1, 2020, by and between Affirm, Inc. and Cross River Bank
	10.6#**			Merchant Agreement, dated as of September 3, 2020, by and between Affirm, Inc. and Peloton Interactive, Inc.
	10.7#			Customer Installment Program Agreement, dated as of July 16, 2020, by and between Shopify Inc. and Affirm, Inc.
	16.1**			Letter Regarding Change in Accountants
	21.1**			Subsidiaries of the Company
	23.1**			Consent of Ernst & Young LLP, independent registered public accountants
	23.2**			Consent of Deloitte & Touche LLP, independent registered public accountants
	23.3*			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
	24.1**			Power of Attorney (see signature page of this Registration Statement)

Affirm Holdings, Inc. – IPO: ‘S-1/A’ on 11/20/20

On: Friday, 11/20/20, at 5:12pm ET · Accession #: 1104659-20-128032 · File #: 333-250184

Previous ‘S-1’: ‘S-1’ on 11/18/20 · Next: ‘S-1/A’ on 12/14/20 · Latest: ‘S-1/A’ on 1/11/21 · 14 References:

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 — SA’33
Filing Table of Contents

‘S-1/A’ — Pre-Effective Amendment to Registration Statement (General Form)

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

13 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Affirm Holdings, Inc. – IPO: ‘S-1/A’ on 11/20/20

On: Friday, 11/20/20, at 5:12pm ET · Accession #: 1104659-20-128032 · File #: 333-250184

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 — SA’33Filing Table of Contents

‘S-1/A’ — Pre-Effective Amendment to Registration Statement (General Form)

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

13 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 — SA’33
Filing Table of Contents