S-1MEF

As filed with the Securities and Exchange Commission on September 9, 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

 

 

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   7370   85-3604367

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

1105 West 41st Street

Austin, TX 78756

Telephone: (512) 696-1409

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Whitney Wolfe Herd

Chief Executive Officer

Bumble Inc.

1105 West 41st Street

Austin, TX 78756

Telephone: (512) 696-1409

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Joshua Ford Bonnie

William R. Golden III

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Telephone: (202) 636-5500

 

Laura Franco

Chief Legal and Compliance Officer

Bumble Inc.

1105 West 41st Street

Austin, TX 78756

Telephone: (512) 696-1409

 

Byron B. Rooney

Roshni Banker Cariello

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the 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, 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. 333-252124

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.

 

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
Registered(1)

 

Proposed

Maximum
Offering Price

Per Share

 

Proposed

Maximum
Aggregate

Offering Price(1)(2)

 

Amount of

Registration Fee

Class A Common Stock, par value $0.01 per share(3)

  3,450,000   $58.55(2)   $201,997,500   $22,037.93

 

 

(1)

Includes 450,000 shares of Class A common stock that are subject to the underwriters’ option to purchase additional shares.

(2)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low price of the Registrant’s shares of common stock on September 3, 2021, as reported on the Nasdaq Global Select Market.

(3)

The shares of Class A common stock being registered hereunder are in addition to the 17,250,000 shares of Class A common stock registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-259365).

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Bumble Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-259365), as amended, which was declared effective by the Commission on September 9, 2021.

The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on September 10, 2021) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.


EXHIBIT INDEX

 

Exhibit
No.

  

Description

5.1    Opinion of Simpson Thacher & Bartlett LLP (filed as Exhibit 5.1 to the Registration Statement on Form S-1 filed by the Registrant on September 7, 2021 (File No. 333-259365) and incorporated herein by reference)
23.1    Consent of Ernst & Young LLP as to Bumble Inc.
23.2    Consent of Ernst & Young LLP as to Buzz Holdings L.P.
23.3    Consent of Ernst & Young LLP as to Worldwide Vision Limited
23.4    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)
24.1    Power of Attorney (included in the signature page to the Registration Statement on Form S-1 filed by the Registrant on September 7, 2021 (File No. 333-259365) and incorporated herein by reference)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 9th day of September, 2021.

 

BUMBLE INC.
By:  

/s/ Anuradha B. Subramanian

 

Name: Anuradha B. Subramanian

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of September, 2021.

 

Signature    Title

*

   Chief Executive Officer and Director
Whitney Wolfe Herd    (principal executive officer)

*

   Chair of the Board of Directors
Ann Mather   

*

   Director
Christine L. Anderson   

*

   Director
R. Lynn Atchison   

*

   Director
Sachin J. Bavishi   

*

   Director
Matthew S. Bromberg   

*

   Director
Amy M. Griffin   

*

   Director
Jonathan C. Korngold   

*

   Director
Jennifer B. Morgan   

*

   Director
Elisa A. Steele   

*

   Director
Pamela A. Thomas-Graham   


Signature    Title

/s/ Anuradha B. Subramanian

   Chief Financial Officer
Anuradha B. Subramanian    (principal financial officer and principal accounting officer)

 

* By:  

/s/ Anuradha B. Subramanian

  Name:   Anuradha B. Subramanian
  Title:   Attorney-in-fact
EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” included in the Registration Statement (Form S-1 File No. 333-259365) and related Prospectus of Bumble Inc. for the registration of its Class A common stock and to the incorporation by reference therein of our report dated March 15, 2021, with respect to the financial statements of Bumble Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas

September 9, 2021

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” included in the Registration Statement (Form S-1 File No. 333-259365) and related Prospectus of Bumble Inc. for the registration of its Class A common stock and to the incorporation by reference therein of our report dated March 15, 2021, with respect to the consolidated financial statements of Buzz Holdings L.P. included in the Annual Report (Form 10-K) of Bumble Inc. for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas

September 9, 2021

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” in the Registration Statement (Form S-1 File No. 333-259365) and related Prospectus of Bumble Inc. for the registration of its Class A common stock, and to the incorporation by reference therein of our report dated October 30, 2020, with respect to the consolidated financial statements of Worldwide Vision Limited and subsidiaries included in the Annual Report (Form 10-K) of Bumble Inc. for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cambridge, United Kingdom

September 9, 2021