Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - KnowBe4, Inc. | exhibit231-sx1mef.htm |
| EX-5.1 - EX-5.1 - KnowBe4, Inc. | exhibit51-sx1mef.htm |
As filed with the Securities and Exchange Commission on August 11, 2021
Registration No. 333‑
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KNOWBE4, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 7370 | 36-4827930 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||
KnowBe4, Inc.
33 N. Garden Avenue
Clearwater, FL 33755
(855) 566-9234
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Sjoerd Sjouwerman
Chief Executive Officer
KnowBe4, Inc.
33 N. Garden Avenue
Clearwater, FL 33755
(855) 566-9234
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Tony Jeffries Megan J. Baier Wilson Sonsini Goodrich & Rosati, Professional Corporation 1301 Avenue of the Americas New York, NY 10019 (212) 999-5800 | Shrikrishna Venkataraman Co-President & Chief Financial Officer KnowBe4, Inc. 33 N. Garden Avenue Clearwater, FL 33755 (855) 566-9234 | Mark T. Bettencourt Joseph C. Theis, Jr. Jesse Nevarez Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | ||||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-258635
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 checkmark 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 Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||||||||
| Class A common stock, par value $0.00001 per share | 1,967,845 | $20.75 | $40,832,784 | $4,455 | ||||||||||
________________
(1)Includes 256,675 shares subject to the underwriters’ option to purchase additional shares. The shares being registered under this Registration Statement are in addition to the 10,027,701 shares previously registered pursuant to the Registration Statement on Form S-1 (File No. 333-258635).
(2)Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee based on the public offering price of $20.75. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $204,163,992.36 on the Registration Statement on Form S-1, as amended (File No. 333-258635), which was declared effective by the Securities and Exchange Commission on August 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $20.75 are hereby registered.
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
KnowBe4, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-258635) (the “Prior Registration Statement”), which the Commission declared effective on August 11, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing by 1,967,845 shares the aggregate number of shares of its Class A common stock, par value $0.00001 per share, to be registered for sale by the selling stockholders, 256,675 of which may be sold by the selling stockholders upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1* | ||||||||
________________
*Previously filed
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Clearwater, State of Florida, on the 11th day of August, 2021.
| KnowBe4, Inc. | |||||
| By: | /s/ Sjoerd Sjouwerman | ||||
| Name: | Sjoerd Sjouwerman | ||||
| Title: | 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 and on the dates indicated:
| Signature | Title | Date | ||||||||||||
| /s/ Sjoerd Sjouwerman | Chief Executive Officer & Director (Principal Executive Officer) | August 11, 2021 | ||||||||||||
Sjoerd Sjouwerman | ||||||||||||||
| /s/ Shrikrishna Venkataraman | Co-President and Chief Financial Officer (Principal Financial and Accounting Officer) | August 11, 2021 | ||||||||||||
Shrikrishna Venkataraman | ||||||||||||||
* | Director | August 11, 2021 | ||||||||||||
| Jeremiah Daly | ||||||||||||||
* | Director | August 11, 2021 | ||||||||||||
| Joseph DiSabato | ||||||||||||||
* | Director | August 11, 2021 | ||||||||||||
Kevin Klausmeyer | ||||||||||||||
* | Director | August 11, 2021 | ||||||||||||
Stephen Shanley | ||||||||||||||
| * | Director | August 11, 2021 | ||||||||||||
Gerhard Watzinger | ||||||||||||||
| * | Director | August 11, 2021 | ||||||||||||
| Kara Wilson | ||||||||||||||
| * By: | /s/ Sjoerd Sjouwerman | ||||
| Sjoerd Sjouwerman | |||||
| Attorney-in-Fact | |||||