8-KSecurities & Listing

Affirm Holdings, Inc. 8-K Report, Unregistered Securities Sale (Apr 22, 2021)

Filed April 22, 2021For Securities:AFRM

Summary

Affirm Holdings, Inc. (AFRM) announced on April 22, 2021, an acquisition of Returnly Technologies, Inc. through a merger. This transaction involves the issuance of Affirm's Class A Common Stock valued at $255 million and $45 million in cash, subject to adjustments. The exact number of shares to be issued will be determined based on Affirm's average stock price in the ten trading days preceding the closing of the merger, indicating potential dilution for existing shareholders. Importantly, the shares of Affirm's Class A Common Stock being issued as part of this acquisition will not be registered with the SEC. This is being done under an exemption from registration, specifically Section 4(a)(2) of the Securities Act and/or Regulation D. Investors should note that this implies the shares are being offered to a limited group of investors and are not being made available through a public offering, which typically involves more extensive disclosure and regulatory scrutiny.

Key Highlights

  • 1Affirm Holdings, Inc. is acquiring Returnly Technologies, Inc. via a merger agreement.
  • 2The acquisition consideration totals approximately $300 million ($255 million in stock, $45 million in cash).
  • 3A significant portion of the purchase price will be paid in Affirm's Class A Common Stock.
  • 4The exact number of Affirm shares to be issued is not yet determined and depends on the average closing stock price over a ten-day period before closing.
  • 5The shares of Affirm's Class A Common Stock issued in this merger will be unregistered securities.
  • 6The unregistered shares are being issued in reliance on an exemption from registration under the Securities Act (Section 4(a)(2) and/or Regulation D).

Frequently Asked Questions

This 8-K filing announces Affirm Holdings, Inc.'s entry into a merger agreement to acquire Returnly Technologies, Inc. and discloses the terms of the transaction, including the consideration and the unregistered nature of the securities being issued.

Affirm will pay for the acquisition with a combination of its Class A Common Stock, valued at $255 million, and $45 million in cash, subject to adjustments as outlined in the merger agreement.

No, the shares of Affirm's Class A Common Stock to be issued as part of this acquisition will be unregistered securities. They are being issued under an exemption from registration under the Securities Act, meaning they are not being publicly offered and will not be immediately available for trading on public exchanges without further registration or specific exemptions.

The issuance of unregistered shares could lead to potential dilution for existing shareholders as new shares are being created. Investors should also be aware that unregistered securities may have restrictions on their resale.