As filed with the U.S. Securities and Exchange Commission on May 12, 2021
Registration No. 333-254836
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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3844
(Primary Standard Industrial
Classification Code Number)
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84-4618156
(I.R.S. Employer
Identification Number)
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530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 689-5650
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Todd M. Fruchterman, M.D., Ph.D.
President and Chief Executive Officer
Butterfly Network, Inc.
530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 689-5650
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael L. Fantozzi, Esq.
John P. Condon, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Telephone: (617) 542-6000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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. ☐
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, a 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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
☒
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Emerging growth company
☒
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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. ☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
per Security
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A common stock, par value $0.0001 per share
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128,740,887(2)
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$
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11.55 – $18.77(3)
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$
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2,400,042,060.87(3)
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$
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261,844.59
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Class B common stock, par value $0.0001 per share
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26,426,937(4)
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—
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—
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—(5)
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Warrants to purchase Class A common stock
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6,853,333(6)
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—
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—
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—(7)
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Total
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$
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2,400,042,060.87
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$
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261,844.59(8)
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Class A common stock and Class B common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.
(2)
Consists of (i) 114,940,887 shares of Class A common stock, par value $0.0001 per share, of the Registrant (the “Class A common stock”) registered for sale by the selling securityholders named in this registration statement (the “Selling Securityholders”) (including the shares referred to in the following clause (ii)), (ii) 6,853,333 shares of Class A common stock issuable upon the exercise of 6,853,333 Private Placement Warrants (as defined herein), and (iii) 13,800,000 shares of Class A common stock issuable upon the exercise of 13,800,000 Public Warrants (as defined herein).
(3)
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is calculated as the product of (x)(i) 2,274,846 shares of Class A common stock and (ii) $11.55, which is the average of the high and low prices of the Class A common stock on May 10, 2021 on the New York Stock Exchange (the “NYSE”) (within five business days prior to the date of this Amendment No. 1) plus (y)(i) 126,466,041 shares of Class A common stock and (ii) $18.77, which is the average of the high and low prices of the Class A common stock on March 24, 2021 on the NYSE (within five business days prior to the date of the original Registration Statement).
(4)
Represents the potential resale of 26,426,937 shares of Class B common stock, par value $0.0001 per share, of the Registrant (“Class B common stock”) held by the Selling Securityholders, which are convertible into 26,426,937 shares of Class A common stock.
(5)
In accordance with Rule 457(i), the entire registration fee for the Class B common stock is allocated to the shares of Class A common stock into which the Class B common stock are convertible, and no separate fee is payable for the Class B common stock.
(6)
Represents the potential resale of 6,853,333 Private Placement Warrants held by the Selling Securityholders, which represent warrants to acquire 6,853,333 shares of Class A common stock.
(7)
In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of Class A common stock underlying such warrants, and no separate fee is payable for the Private Placement Warrants.
(8)
On March 29, 2021, the Registrant paid $258,978.04 in connection with the original Registration Statement relating to the total proposed maximum offering price of $2,373,767,589.57. In accordance with Rule 457(a) promulgated under the Securities Act, the amount of the registration fee due in connection with this Amendment No. 1 is offset by this amount. As a result, the Registrant is paying $2,866.55 in connection with this Amendment No. 1.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.