Cloudflare S-1/Amendment | Hacker News Reader

Cloudflare S-1/Amendment

sec.gov

111 pointshugoromano35 comments

I asked my wife (audit, big 4, alternative investments) why there would be an amendment to an S1 and while she doesn’t deal with companies going public directly, she said that amendments are pretty common for funds that go public. The reason being is that a company can file for S1 (or Form 10) before the initial seed audit is complete and SEC or audit firm may have some additional requirements/disclosures to be added.

Perhaps someone for Finance world can chime in with additional info.

My wife is also in Finance. She said an amended S1 is nothing special whatsoever, it's common.

Not a finance person, but this sounds like good news for Cloudflare then. I'm sure they'd prefer to avoid the type of attention WeWork is getting (WeWork's roadshow reportedly begins Monday).

Former lawyer who worked on IPOs. Can confirm, amendments to S1s are common af. Basically always see them

Groupon for example had quite a few amendments.

S-1/A are extremely common. I can't recall an IPO without one. There were 8 of them filed today alone.

https://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=&type=...

Thanks for that link. I wasn’t familiar with EDGAR enough to know you can sort by latest fillings. Really helpful.

EDGAR's own search facilities are fairly poor. I mirror and index it in Lucene for my own purposes.

Do you offer that on a public facing website?

Not sure I have the budget for that :-) . I've often thought it could make a decent business offering though.

At the end of the page, there is a list of exhibits. The only exhibit marked as not being previously included is Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm [1]

It's just a few lines from KPMG saying "We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus"

I think someone just forgot to include that attachment, hence the amendment.

[1] https://www.sec.gov/Archives/edgar/data/1477333/000119312519...

From my understanding and per my wife, who is an audit accountant, she said that you can actually file before KPMG completed their seed audit. However, since KPMG is liable for the audit, they won’t attach their name until all of the review is complete and partner signs off.

I’m her works (alternative investments), when funds go public, amendments are commonplace because of the length and complexity of audit.

So, why did people vote this up to the front page, when there is pretty much nothing to see here?

There have been 2 amendments to their original S-1 filing. Main difference appears to be that it is currently estimated that the initial public offering price per share will be between $12.00 to $14.00, an increase from $10.00 to $12.00

This seems like a pretty big deal, and is part of the amendment: https://www.businessinsider.com/cloudflare-us-law-terrorists...

The paragraphs from that article are not part of the amendment changes, as they're also on the initial S-1[0].

0: https://www.sec.gov/Archives/edgar/data/1477333/000119312519...

I'm not a big fan of the dual class voting structure of these IPOs. It just seems cleaner when a share gets a vote. Obviously this seems to let some private individuals lock up control of a "public" company.

You're not a fan of dual voting classes? Then I assume you're not investing in We when they IPO.

https://www.latimes.com/business/story/2019-09-11/wework-gov...

>Then I assume you're not investing in We when they IPO.

Is anyone...?

People ultimately will despite all the press, it seems inevitable.

I'm there with you, however these [0] are the consequences of not having dual class voting structure.

[0] https://www.axios.com/starboard-value-box-shareholder-activi...

Dual-class voting has become popular because all the current founders grew up on stories of apple being taken from Jobs and want to avoid the same fate. In addition activist investors are a lot more common today than 20-30 years ago.

Dual class can, and often leads to bad corporate governance over the long term. Some stock indexes exclude or limit them. S&P Dow Jones for example.

This is complex issue. More discussion: https://corpgov.law.harvard.edu/2018/08/22/dual-class-index-...

I am not into shares really so allow me the question: does someone know when these shares will "launch"? Couldn't find a date and honestly don't know where to look exactly.

A few months. There are still a few steps a company and exchange have to take between S1 filling and the stock getting listed.

I can’t seem to edit on mobile but I was wrong. It launched today under the ticker NET on NYSE.

There seems to have been a few big moves down among recent SaaS IPOs (Slack, Medallia, CrowdStrike).

Not sure why the market is suddenly fearful, though objectively these are mostly still overpriced.

Its never in a sudden, people smell blood around the corner for more than a year now

I mean these companies have been getting crushed in the last week or so when the rest of the market has been rising. Medallia and Slack near all time lows since IPO.

I really want to believe Cloudflare is worth more than $12/share by a considerable amount.

Can’t base intrinsic value on hope.

What if they issue 100 billion shares? Or 10?

People often make the mistake of comparing a company at $5 a share to a company at $100 a share as if all else is equal. In reality the company at $5 could be worth twice as much by having fewer shares outstanding.

the value of a share doesn't mean anything until you know how many shares there are out there.

What is this?

Here's an explanation of S-1 forms:

SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange.

More: https://www.investopedia.com/terms/s/sec-form-s-1.asp

I know about S-1s but it's the first time I see an S-1 amendment

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