MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Market Price of Our Class A Common Stock
−Removed: Our Class A common stock, par value $0.0001 per share, is listed on the New York Stock Exchange, under the symbol “SNOW” and began trading on September 16, 2020.
−Removed: Prior to that date, there was no public trading market for our Class A common stock.
+Added: Market Information
+Added: Our Class A common stock, par value $0.0001 per share, is listed on the New York Stock Exchange, under the symbol “SNOW”.
Holders of Record
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Recent Sales of Unregistered Equity Securities
−Removed: In connection with our acquisition of the outstanding capital stock of Samooha, Inc.
−Removed: (Samooha) on December 20, 2023, pursuant to an Agreement and Plan of Merger and Reorganization, dated as of December 14, 2023 (Merger Agreement), we issued approximately 1.5 million shares of our common stock as consideration (Equity Consideration).
−Removed: The Equity Consideration includes approximately 0.2 million shares issued to one of our wholly-owned subsidiaries due to a prior investment we made in Samooha.
−Removed: A portion of the Equity Consideration issued to certain of Samooha’s stockholders is subject to vesting agreements pursuant to which the shares will vest over four years, subject to their continued employment with Snowflake or its affiliates.
−Removed: See Note 7, “Business Combinations,” and Note 11, “Equity,” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
−Removed: These issuances were made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (Securities Act):
−Removed: Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.
−Removed: Use of Proceeds
−Removed: On September 18, 2020, we closed our IPO of 32.2 million shares of our Class A common stock at an offering price of $120.00 per share, including 4.2 million shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $3.7 billion, net of underwriting discounts.
−Removed: All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
−Removed: 333-248280), which was declared effective by the SEC on September 15, 2020.
−Removed: We incurred offering expenses of approximately $0.3 million.
−Removed: As of January 31, 2024, we had used all the net proceeds.
−Removed: The net proceeds were used for general corporate purposes including cash used in operations and capital expenditures.
−Removed: There were no material changes to the use of proceeds from our IPO as described in our Final Prospectus for our IPO dated as of September 15, 2020, and filed with the SEC pursuant to Rule 424(b)(4) on September 16, 2020.
+Added: On November 25, 2024, we issued approximately 0.9 million shares of our Class A common stock (Equity Consideration) to certain securityholders of Datavolo, Inc.
+Added: (Datavolo), pursuant to the terms of an agreement and plan of merger and reorganization (Merger Agreement), dated as of November 19, 2024, as partial consideration for our acquisition of all of the outstanding capital stock and certain other securities of Datavolo.
+Added: A portion of the Equity Consideration that was issued to continuing Datavolo employees is subject to forfeiture upon the occurrence of certain events.
+Added: See Note 12, “Equity,” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
+Added: We issued the shares in reliance on an exemption from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
+Added: We relied on this exemption from registration based in part on the representations made by the applicable Datavolo securityholders.
Issuer Purchases of Equity Securities
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.