Form 8-K SEMrush Holdings, Inc. For: Apr 23
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2021
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2021
Semrush Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
(State or Other Jurisdiction
of Incorporation)
| 333-254724 | 83-4053265 | |||||||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
800 Boylston Street, Suite 2475 Boston, Massachusetts | 02199 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(800) 851-9959
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) | ||||
| Securities | registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Class A Common stock, par value $0.00001 per share | SEMR | The New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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
13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously disclosed in its final prospectus dated March 24, 2021, the Company completed its initial public offering (the "IPO") of 10,000,000 shares of its Class A common stock, par value $0.00001 per share (the "Common Stock"), at a price to the public of $14.00 per share on March 24, 2021. The gross proceeds to the Company from the IPO were $140,000,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Pursuant to an underwriting agreement by and between the Company and Goldman Sachs & Co. LLP, J.P. Morgan Securities LLC, and Jefferies LLC, as representatives of the several underwriters (the “Underwriters”), the Company granted the Underwriters an option to purchase up to an additional 1,500,000 shares of Common Stock solely to cover over-allotments, if any.
Subsequently, on April 20, 2021, the Underwriters partially exercised their over-allotment option, and the closing of the issuance and sale of the additional 719,266 shares of Common Stock (the “Over-Allotment Closing”) occurred on April 23, 2021, resulting in additional gross proceeds to the Company of approximately $10.07 million, less underwriting discounts and commissions.
On April 26, 2021, the Company issued a press release announcing the Over-Allotment Closing. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMRUSH HOLDINGS, INC. | |||||||||||
| Date: April 26, 2021 | By: | /s/ Sharon Levine | |||||||||
| Sharon Levine | |||||||||||
| Senior Vice President and General Counsel | |||||||||||
Semrush Holdings, Inc. Announces Closing of Over-Allotment Option
April 26, 2021
BOSTON, Massachusetts (BUSINESS WIRE) Semrush Holdings, Inc. (NYSE: SEMR), announced today the April 23, 2021 closing of the sale of 719,266 shares of its Class A common stock, at a price to the public of $14.00 per share. The shares were sold pursuant to the partial exercise of the 30 day over-allotment option granted to the several underwriters in connection with Semrush’s initial public offering.
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Jefferies LLC acted as joint lead bookrunning managers. KeyBanc Capital Markets Inc. also acted as a joint bookrunning manager. Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated acted as co-managers.
The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from:
Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, collect telephone: 1-212-834-4533, or by emailing prospectus-eq_fi@jpmchase.com
Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: (877) 547-6340, or by emailing prospectus_department@jefferies.com
KeyBanc Capital Markets Inc., Attn: Prospectus Delivery Department, 127 Public Square, 4th Floor, Cleveland, Ohio 44114, telephone: 1-800-859-1783
A registration statement on Form S-1 relating to the sale of these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Semrush Holdings, Inc.
Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, pay-per-click, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage, and measure campaigns across various marketing channels. Semrush, with over 67,000 paying customers, is headquartered in Boston and has offices in Philadelphia, Dallas, Prague, St. Petersburg, Warsaw, and Limassol.
MEDIA:
Vincent Schiano
Semrush Holdings, Inc.
Vincent.Schiano@semrush.com
INVESTOR:
Bob Gujavarty
Semrush Holdings, Inc
Bobby.Gujavarty@semrush.com
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