Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Unregistered Sales of Equity Securities
−Removed: In connection with the IPO, Zeta Global Holdings effected a series of transactions occurring at various times prior to and/or concurrently with the closing of the IPO that resulted in a reorganization of its business (the “Reorganization Transactions”).
−Removed: In connection with the Reorganization Transactions, the Company (i) amended and restated its certificate of incorporation and bylaws, (ii) converted 39,223,194 outstanding shares, and unpaid dividends on such outstanding shares, of its various series of preferred stock into 73,813,713 shares of the Class A common stock;
−Removed: (iii) issued 8,360,331 shares of the Class A common stock in connection with the exercise of outstanding warrants;
−Removed: (iv) reclassified 3,054,318 shares of its then existing Series B common stock and 26,722,208 shares of Series A common stock into shares of Class A common stock and reclassified 70,108,628 shares of restricted Series A common stock into shares of restricted Class A common stock (of which 8,734,893 shares vested in connection with the IPO and 4,138,866 shares were repurchased by us);
−Removed: (v) exchanged 39,463,787 shares of Class A common stock held by our Co-Founder
−Removed: and Chief Executive Officer and his affiliates for an equivalent number of shares of Class B common stock;
−Removed: and (vi) repurchased an aggregate of 4,138,866 shares of restricted Class A common stock and 2,307,692 shares of Class B common stock (of which 540,000 is restricted Class B common stock).
−Removed: None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.
−Removed: Use of Proceeds from our Initial Public Offering
−Removed: On June 9, 2021 the SEC declared effective our registration statement on Form S-1
−Removed: as amended, filed in connection with our initial public offering.
−Removed: On June 14, 2021, we completed our initial public offering of 14,773,939 shares of Class A common stock at a price to the public of $10.00 per share and a secondary offering of 6,726,061 shares of the Company’s Class A common stock at the price to the public of $10.00 per share by certain selling stockholders.
−Removed: The gross proceeds to us from the initial public offering were approximately $132.7 million, after deducting underwriting discounts and commissions and before offering expenses payable by the Company of $6.2 million.
−Removed: The gross proceeds to the selling stockholders were $67.3 million.
−Removed: The underwriters of the offering were represented by Morgan Stanley & Co.
−Removed: LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, and Barclays Capital Inc.
−Removed: There has been no material change in the use of proceeds from our initial public offering as described in the Prospectus, where we stated that we would use the proceeds:
−Removed: (i) to satisfy the anticipated tax withholding and remittance obligations of holders of our outstanding restricted stock and restricted stock units that vested in connection with the offering by repurchasing and canceling 1,799,650 shares of Class A restricted stock, 197,490 shares of Class B restricted stock and 92,671 restricted stock units (the “Tax Withholding Repurchase”);
−Removed: (ii) to repurchase and cancel 2,158,027 shares of Class A restricted stock and 88,518 restricted units at the election of certain holders (the “Class A Stock Repurchase”);
−Removed: (iii) to repurchase and cancel 1,767,692 shares of Class B common stock and 342,510 shares of restricted Class B common stock from our Chief Executive Officer and Co-Founder,
−Removed: David Steinberg (the “Class B Stock Repurchase”);
−Removed: and (iv) for general corporate purposes, including working capital, operating expenses and capital expenditures, although we have not designated any specific uses.
+Added: On July 28, 2021, the Company issued 200,000 shares of its Class A common stock to a vendor in connection with the settlement of a dispute alleging non-compensation
+Added: under a past services contract.
+Added: We did not receive any proceeds from such issuance.
+Added: The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving a public offering.
+Added: The vendor confirmed that it was an accredited investor and acknowledged that the securities must be acquired and held for investment.
Defaults Upon Senior Securities
2 unchanged sentences
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.