09/11/2024 | Press release | Distributed by Public on 09/11/2024 14:13
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ABOUT THIS PROSPECTUS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
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PROSPECTUS SUMMARY
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RISK FACTORS
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USE OF PROCEEDS
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DESCRIPTION OF CAPITAL STOCK
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SELLING SHAREHOLDERS
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15
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PLAN OF DISTRIBUTION
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17
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LEGAL MATTERS
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20
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EXPERTS
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20
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our ability to execute our business plan and achieve the expected benefits of our workforce reduction and reorganization plan (the "Reorganization") and other cost saving measures we may take in the future;
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any indebtedness we may incur from time to time (including the Convertible Notes (as defined under "Prospectus Summary-Senior Secured Convertible Notes")), our cash position, and our ability to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings, including that additional financing (including any additional Convertible Notes) may not be available on acceptable terms or at all, or could be dilutive to our stockholders or impose additional restrictive debt covenants on our activities;
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our ability to achieve profitability;
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our ability to manage the impacts the Reorganization will have on our systems, processes and controls, including our ability to address competitive challenges, manage our employee base, or maintain our corporate culture;
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our past growth may not be indicative of our future prospects;
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our ability to compete in our industry;
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our ability to attract and retain homeowners and guests;
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our ability to provide high-quality customer service;
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our ability to develop new or enhanced offerings and services;
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our ability to maintain relationships with distribution partners;
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our ability to cost-effectively drive traffic to our platform;
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our ability to maintain and enhance our brand and reputation, and avoid negative publicity that could damage our brand;
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the safety or perception of safety of our platform and services;
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our ability to manage our international operations;
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our ability to consummate or successfully integrate recent and future acquisitions;
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our ability to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings;
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our ability to attract and retain capable management and employees;
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increased personnel costs or labor shortages;
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declines or disruptions to the travel and hospitality industries or general economic downturns;
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the effects of seasonal and other trends on our results of operations;
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our ability to obtain adequate insurance coverage for the needs of our business;
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any future impairment of our long-lived assets or goodwill;
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significant fluctuations in our results of operations from quarter to quarter and year to year as a result of seasonality and other factors;
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operational metrics subject to inherent challenges in measurement and real or perceived inaccuracies;
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upticks or downturns in bookings are not immediately reflected in our results of operations;
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our ability to manage funds held on behalf of customers;
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our expectations regarding our tax liabilities and the adequacy of our reserves;
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any undetected errors on our platform;
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reliance on third-party service providers in connection with key aspects of our platform and operations;
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our ability to adapt to changes in technology and the evolving demands of homeowners and guests;
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our ability to protect our intellectual property and our data;
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our use of "open source" software;
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our use of artificial intelligence, or AI, in our business and risks related to cyberattacks, data security breaches, or other security incidents;
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our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the United States and internationally and our expectations regarding the impact of various laws, regulations, and restrictions that relate to our business; and
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risks related to the ownership of our Class A Common Stock, including the significant influence our principal stockholders and holders of our Convertible Notes have over our company.
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Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 1, 2024.
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The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 8, 2024.
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the SEC on May 10, 2024, and August 9, 2024, respectively.
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Our Current Reports on Form 8-K filed with the SEC on February 16, 2024,February 28, 2024,March 8, 2024,April 25, 2024,May 9, 2024,May 23, 2024,August 8, 2024, and August 23, 2024, excluding in each case any information that is furnished to, rather than filed with, the SEC.
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The description of our Class A Common Stock incorporated by reference in our registration statement on Form 8-A, dated December 7, 2021 (File No. 001-41130), filed with the SEC on December 7, 2021, and any amendment or report filed with the SEC for the purpose of updating the description, including Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2023, as well as any additional amendments or reports filed for the purpose of updating such description.
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change the par value of our Class G Common Stock; or
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amend our Certificate of Incorporation to alter the powers, preferences, or special rights of our Class G Common Stock as a whole in a way that would adversely affect the holders of our Class G Common Stock.
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Name of Selling Shareholder
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Shares of Class A
Common Stock
Beneficially
Owned Prior to
the
Offering
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Number of Shares
Being Offered
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Shares of Class A
Common
Stock Beneficially Owned
After the Offering
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Number
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Percentage
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DK VCSA Lender LLC(1)
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9,590,234
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9,590,234
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DKOF VI Trading Subsidiary LP(2)
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1,270,442
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1,270,442
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Davidson Kempner Opportunistic Credit LP(3)
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71,559
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71,559
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M.H. Davidson & Co.(4)
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555
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555
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(1)
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Consists of (i) 174,825 shares of Class A Common Stock outstanding on the date of this prospectus, (ii) 7,211,538 shares of Class A Common Stock issuable upon the conversion of the Initial Notes and (iii) up to 2,203,871 shares of Class A Common Stock issuable upon the conversion of additional notes that we may deliver as interest payments on the Initial Notes. Effective on August 7, 2024, Alan Liu ("Mr. Liu"), Principal at Davidson Kempner Capital Management LP ("DKCM"), the investment manager of DK VCSA Lender LLC, and Luis Sosa ("Mr. Sosa"), Operating Principal with Davidson Kempner Hawthorne Partners LLC ("DKHP"), an affiliate of DKCM, joined the board of directors of the Company. Anthony A. Yoseloff ("Mr. Yoseloff"), the executive managing member of DK VCSA Lender LLC, is the natural person with voting and investment power over the securities held by DK VCSA Lender LLC. Mr. Yoseloff disclaims beneficial ownership of such securities. The address of each of the entities referenced in this footnote is 520 Madison Ave., Floor 30, New York, NY 10022.
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(2)
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Consists of 1,270,442 shares of Class A Common Stock outstanding on the date of this prospectus. Effective on August 7, 2024, Mr. Liu, Principal at DKCM, the investment manager of DKOF VI Trading Subsidiary LP, and Mr. Sosa, Operating Principal with DKHP, an affiliate of DKCM, joined the board of directors of the Company. Mr. Yoseloff, the executive managing member of DKOF VI Trading Subsidiary LP, is the natural person with voting and investment power over the securities held by DKOF VI Trading Subsidiary LP. Mr. Yoseloff disclaims beneficial ownership of such securities. The address of each of the entities referenced in this footnote is 520 Madison Ave., Floor 30, New York, NY 10022.
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(3)
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Consists of 71,559 shares of Class A Common Stock outstanding on the date of this prospectus. Effective on August 7, 2024, Mr. Liu, Principal at DKCM, the investment manager of Davidson Kempner Opportunistic Credit LP, and Mr. Sosa, Operating Principal with DKHP,
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(4)
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Consists of 555 shares of Class A Common Stock outstanding on the date of this prospectus. Effective on August 7, 2024, Mr. Liu, Principal at DKCM, the investment manager of M.H. Davidson & Co., and Mr. Sosa, Operating Principal with DKHP, an affiliate of DKCM, joined the board of directors of the Company. Mr. Yoseloff, the executive managing member of M.H. Davidson & Co., is the natural person with voting and investment power over the securities held by M.H. Davidson & Co. Mr. Yoseloff disclaims beneficial ownership of such securities. The address of each of the entities referenced in this footnote is 520 Madison Ave., Floor 30, New York, NY 10022.
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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one or more underwritten offerings;
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block trades in which the broker-dealer will attempt to sell the shares of Class A Common Stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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distributions to their members, partners or shareholders;
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short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market;
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directly to one or more purchasers;
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through agents;
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broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares of Class A Common Stock at a stipulated price per share;
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through loans or pledges of the shares, including to a broker-dealer or an affiliate thereof;
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any other method permitted pursuant to applicable law; and
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a combination of any such methods of sale.
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