Attached files
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EX-5.1 - EXHIBIT 5.1 - Opendoor Technologies Inc. | tm2038271d12_ex5-1.htm |
EX-3.3 - EXHIBIT 3.3 - Opendoor Technologies Inc. | tm2038271d12_ex3-3.htm |
As filed with the Securities and Exchange Commission on January 14, 2021
Registration No. 333-251529
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Opendoor Technologies Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of incorporation or organization) |
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7372
(Primary Standard Industrial
Classification Code Number) |
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98-1515020
(I.R.S. Employer Identification Number) |
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1 Post Street, Floor 11
San Francisco, California 94104
(415) 896-6737
San Francisco, California 94104
(415) 896-6737
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Carrie Wheeler
Chief Financial Officer
Opendoor Technologies Inc.
1 Post Street, Floor 11
San Francisco, California 94104
(415) 896-6737
Chief Financial Officer
Opendoor Technologies Inc.
1 Post Street, Floor 11
San Francisco, California 94104
(415) 896-6737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Rachel W. Sheridan, Esq.
Shagufa R. Hossain, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
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Elizabeth Stevens
Head of Legal Opendoor Technologies Inc. 1 Post Street, Floor 11 San Francisco, California 94104 (415) 896-6737 |
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Approximate date of commencement of proposed sale of the securities to the public: From time to time 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 (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, please 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, 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.
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☐
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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 or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
Explanatory Note
The sole purpose of this Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) is to refile certain exhibits to the Registration Statement, as indicated in Item 16 of Part II of this Amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this Explanatory Note, Item 16 of Part II and the signature page to the Registration Statement.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits and Financial Statement Schedules.
The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
II-1
II-2
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Exhibit No.
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Description
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| 21.1** | | | List of subsidiaries of Opendoor Technologies Inc. (incorporated by reference to Exhibit 21.1 to the registrant’s Form 8-K filed with the SEC on December 18, 2020). | |
| 23.1** | | | Consent of Marcum LLP. | |
| 23.2** | | | Consent of Deloitte & Touche LLP. | |
| 23.3 | | | Consent of Latham & Watkins LLP (included as part of Exhibit 5.1). | |
| 24.1 | | | Power of Attorney (included on signature page of the initial filing of this Registration Statement). | |
| 101.INS | | | XBRL Instance Document. | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document. | |
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101.CAL
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| | XBRL Taxonomy Extension Calculation Linkbase Document. | |
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101.DEF
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| | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | |
†
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
**
Previously filed.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 January 14, 2021.
| | | | Opendoor Technologies Inc. | | | | | ||||||
| | | | By: | | |
/s/ Carrie Wheeler
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| | | | | | | Name: | | | Carrie Wheeler | | | ||
| | | | | | | Title: | | |
Chief Financial Officer
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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on January 14, 2021.
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Signature
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Title
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*
Eric Wu
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Chairman, Director and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Carrie Wheeler
Carrie Wheeler
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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*
Adam Bain
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Director
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*
Cipora Herman
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Director
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*
Jonathan Jaffe
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Director
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*
Pueo Keffer
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Director
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*
Jason Kilar
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Director
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*
Glenn Solomon
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Director
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By
/s/ Carrie Wheeler
Carrie Wheeler
Attorney-in-fact |
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II-4