Attached files
| file | filename |
|---|---|
| EX-3.2 - EX-3.2 - Brilliant Earth Group, Inc. | d64351dex32.htm |
As filed with the Securities and Exchange Commission on September 21, 2021
Registration No. 333- 259164
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
BRILLIANT EARTH GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 5944 | 87-1015499 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
300 Grant Avenue, Third Floor
San Francisco, California 94108
Telephone: (800) 691-0952
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Incorporating Services, Ltd.
3500 South DuPont Highway
Dover, Delaware 19901
Telephone: (800) 346-4646
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Tad J. Freese Haim Zaltzman Kristen Grannis Benjamin J. Cohen Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10022 Telephone: (212) 906-1200 Fax: (212) 751-4864 |
Alex K. Grab General Counsel 300 Grant Avenue, Third Floor San Francisco, California 94108 Telephone: (800) 691-0952 |
Shane Tintle Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Fax: (212) 701-5526 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED 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. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be |
Proposed maximum offering price per share(1) |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee(3) | ||||
| Class A common stock, $0.0001 par value per share |
19,166,667 | $16.00 | $306,666,672.00 | $33,457.33 | ||||
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| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
| (2) | Includes the shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is executed. |
| (3) | The filing fee has been 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 Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Brilliant Earth Group, Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-259164) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
Item 16. Exhibits and financial statements.
| (a) | Exhibits |
The following documents are filed as exhibits to this registration statement.
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| * | Filed herewith |
| ** | Previously filed |
| # | Indicates management contract or compensatory plan |
| † | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Brilliant Earth Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, state of California, on this 21st day of September, 2021.
| Brilliant Earth Group, Inc. | ||
| By: | /s/ Beth Gerstein | |
| Beth Gerstein | ||
| 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 September 21, 2021.
| Signature |
Title | |
| /s/ Beth Gerstein Beth Gerstein |
Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Jeffrey Kuo Jeffrey Kuo |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| * Eric Grossberg |
Executive Chairman and Director | |
| * Gavin Turner |
Director | |
| * Beth Kaplan |
Director | |
| * Jennifer Harris |
Director | |
| * Ian Bickley |
Director | |
| * Attica Jaques |
Director | |
| *By: | /s/ Jeffrey Kuo | |
| Jeffrey Kuo Attorney-in-fact | ||
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