Nicely, that was quick.
This morning, I analyzed Palantir’s newly published 5th amendment of its S-1 filing with the SEC because it pursues a public direct itemizing on the NYSE. I known as the corporate “not a democracy” after it added new provisions to create a particular mechanism known as “Stockholder Occasion Excluded Shares” that may, within the language of Palantir, enable the corporate’s trio of founders to “unilaterally alter their whole voting energy” at will, now and into the long run.
Nicely, Palantir has now filed a sixth modification with the SEC just some hours after it filed its earlier modification, and the corporate has eliminated all references to this particular mechanism from its SEC submitting.
The 19 mentions of “Stockholder Occasion Excluded Shares” and a number of sections the place the mechanism have been mentioned and defined have now been fully excised. As well as, the corporate’s line about its founders having the aptitude to “unilaterally alter their whole voting energy” has additionally been equally eliminated.
Outdoors of these adjustments, the 2 completely different variations of the corporate’s S-1 submitting are basically similar. And for these conserving rating from this morning, on this tenth rendition of the corporate’s public providing paperwork together with its earlier draft registration statements, the most recent submitting consists of 168 mentions of “voting energy” — similar to the quantity this morning. Right here’s an up to date chart:
It’s a fast about-face for the enterprise software program firm, which has spent weeks prepping for its direct itemizing, initially scheduled for September 23 and which has since been moved again to September 29. Whereas company governance has actually gotten weaker over the previous few years, Palantir’s newly launched language this morning stretched the definition of shareholder governance fairly frankly to its breaking level. Strolling again these adjustments was the precise name.
There’s no telling whether or not the SEC, NYSE, potential traders within the direct itemizing, executives, or insiders pushed for these adjustments. Nonetheless, firms hardly ever make such speedy adjustments with their SEC filings (then once more, I’ve by no means seen an IPO with so many amendments within the first place, so we’re in uncharted territory). Palantir stays in an SEC-mandated quiet interval.
We’ll proceed to observe developments as Palantir heads to the general public markets presumably subsequent week.
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