13 unchanged sentences
Unregistered Sales of Equity Securities
−Removed: The following sets forth information regarding all unregistered securities sold since October 31, 2021:
−Removed: • From November 1, 2021 to January 31, 2022, we issued an aggregate of 43,250 shares of common stock upon the exercise of stock options at a weighted-average exercise price of $2.21 per share, for an aggregate purchase price of $0.1 million.
−Removed: None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701.
−Removed: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions.
−Removed: All recipients had adequate access, through their relationships with us, to information about us.
−Removed: The sales of these securities were made without any general solicitation or advertising.
Use of Proceeds
−Removed: On November 19, 2021, we closed our initial public offering through which we sold 7,500,000 shares of our Class A common stock at an offering price of $65.00 per share, including 800,000 shares pursuant to the underwriters’ overallotment option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $487.5 million .
−Removed: In addition, the selling stockholders, named in our final prospectus that forms a part of the Registration Statement on Form S-1 (File No.
−Removed: 333-260428) for the initial public filed with the SEC pursuant to Rule 424(b)(4) on November 18, 2021, or the Final Prospectus, sold an additional 1,300,000 shares of our Class A common stock, for which we did not receive any proceeds.
−Removed: All of the shares issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
−Removed: 333-260428), which was declared effective by the SEC on November 16, 2021 .
−Removed: Goldman Sachs & Co.
−Removed: Morgan Securities LLC, Barclays Capital Inc., Piper Sandler & Co., William Blair & Company, L.L.C.,
−Removed: Canaccord Genuity LLC, Cowen and Company, LLC, JMP Securities LLC, Needham & Company, LLC, Oppenheimer & Co.
−Removed: Inc., Raymond James & Associates, Inc.
−Removed: and Loop Capital Markets LLC acted as underwriters for our initial public offering.
−Removed: Following the sale of all the shares upon the closing of our initial public offering, the offer terminated.
−Removed: The net proceeds to us after deducting underwriting discounts and commissions of $26.8 million and net offering expenses of $3.9 million were $456.8 million.
−Removed: No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates.
−Removed: There has been no material change in the planned use of proceeds from our initial public offering from those disclosed in the Final Prospectus.
+Added: Not applicable.
Issuer Purchases of Equity Securities
−Removed: The following table contains information relating to the repurchase of our early-exercised options made by us in the fourth quarter of fiscal year ended January 31, 2022:
−Removed: Period Total Number of Shares Purchased (1)
−Removed: Average Price Paid per Share
−Removed: November 1 - November 30, 2021 625 $1.64
−Removed: December 1 - December 31, 2021 292 $1.88
−Removed: January 1 - January 31, 2022 — —
−Removed: (1) All purchases represent the repurchase of unvested shares of Class A common stock previously issued to employees pursuant to our Amended and Restated 2011 Equity Incentive Plan.
−Removed: Not Applicable in accordance with Regulation S-K issued by the Securities and Exchange Commission, effective February 10, 2021.
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