Robinhood Markets, Inc. Files Acceleration Request for Resale Registration Statement
08 Outubro 2021 - 5:37PM
As previously announced, Robinhood Markets, Inc. (“Robinhood’)
filed a registration statement on Form S-1 (File No. 333-258474)
(as amended, the “Resale S-1”) with the Securities and Exchange
Commission (the “SEC”) on August 5, 2021 and a first amendment to
the Resale S-1 on September 1, 2021. The Resale S-1 was filed on
behalf of certain Robinhood shareholders that received Class A
common stock upon the automatic conversion of Tranche I convertible
notes in connection with Robinhood’s IPO (the “Conversion Shares”).
The Resale S-1 registers the potential resale of these Conversion
Shares and was filed pursuant to a pre-existing contractual
obligation under the purchase agreement for the Tranche I
convertible notes. Separately, in connection with the IPO, the
Tranche I note investors agreed to keep 50% of the Conversion
Shares locked up until the 28th day after the Resale S-1 is
declared effective (but no later than December 1, 2021). Robinhood
is not itself selling any additional securities and the filing does
not represent an underwritten secondary offering.
Today, Robinhood filed a second amendment to the Resale S-1 and
an acceleration request asking the SEC to declare the Resale S-1
effective at 4:30 p.m. Eastern Time on October 13, 2021. No sales
can be made off the Resale S-1 until the SEC staff declares it
effective. In addition, consistent with customary quarter-end
trading limitations and pursuant to the terms of the purchase
agreement for the Tranche I convertible notes, Robinhood has
determined that no sales may be made off the Resale S-1 at the time
of its effectiveness. Robinhood will publicly announce when sales
may be made off the Resale S-1. Robinhood’s Resale S-1 suspension
notice does not prevent Tranche I note investors from selling
unlocked Conversion Shares by other means.
As an alternative to selling under the Resale S-1, U.S.
securities law permits investors to sell Conversion Shares under
Rule 144 in certain circumstances. Beginning on October 27, 2021,
the 91st day after Robinhood’s IPO, the unlocked portion of the
Conversion Shares will be eligible for sale in the public market
under Rule 144. The portion of the Conversion Shares that remains
subject to the lock-up agreements will be released and become
eligible for sale in the public market 28 days after the Resale S-1
is declared effective (and no later than December 1, 2021).
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. Copies of the
prospectus, when available, may be obtained from the SEC’s website
at www.sec.gov. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective.
About Robinhood
Robinhood Markets is on a mission to democratize finance for
all. With Robinhood, people can invest with no account minimums
through Robinhood Financial LLC, buy and sell crypto through
Robinhood Crypto LLC, and learn about investing through
easy-to-understand educational content. Robinhood aims to build the
most trusted and most culturally relevant money app worldwide.
Contacts
Media
press@robinhood.com
Investor Relations
ir@robinhood.com
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