
Cloudflare S-1/Amendment - hugoromano
https://www.sec.gov/Archives/edgar/data/1477333/000119312519242455/d735023ds1a.htm
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bardworx
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.

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bt848
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=...](https://www.sec.gov/cgi-bin/browse-
edgar?company=&CIK=&type=S-1%2FA&owner=include&count=40&action=getcurrent)

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

~~~
bt848
EDGAR's own search facilities are fairly poor. I mirror and index it in Lucene
for my own purposes.

~~~
godzillabrennus
Do you offer that on a public facing website?

~~~
bt848
Not sure I have the budget for that :-) . I've often thought it could make a
decent business offering though.

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deftnerd
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...](https://www.sec.gov/Archives/edgar/data/1477333/000119312519242455/d735023dex231.htm)

~~~
bardworx
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.

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hbcondo714
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

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yureka
This seems like a pretty big deal, and is part of the amendment:
[https://www.businessinsider.com/cloudflare-us-law-
terrorists...](https://www.businessinsider.com/cloudflare-us-law-terrorists-
narcotics-traffickers-2019-9)

~~~
judge2020
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...](https://www.sec.gov/Archives/edgar/data/1477333/000119312519222176/d735023ds1.htm)

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privateSFacct
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.

~~~
spyspy
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...](https://www.latimes.com/business/story/2019-09-11/wework-governance-
changes-ipo)

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

Is anyone...?

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

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Kovah
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.

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

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

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dawhizkid
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.

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

~~~
mike_d
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.

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ldoughty
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](https://www.investopedia.com/terms/s/sec-form-s-1.asp)

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

