On March 2, 2023, Bumble Inc. (the “Company”) announced that certain selling stockholders affiliated with Blackstone Inc. (“Blackstone”) and its founder, Whitney Wolfe Herd (collectively, the “Selling Stockholders”), have commenced an underwritten public offering of 12,500,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”) pursuant to an automatically effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2023. Additionally, Blackstone intends to grant the underwriters a 30-day option to purchase up to an additional 1,875,000 shares of the Company’s Class A common stock.
The Company is not selling any shares of Class A common stock in the offering and will not receive any of the proceeds from the sale. The Company will bear the costs associated with the sale of such shares, other than the underwriting discounts.
In connection therewith, the Company has announced preliminary estimates of its paying users for the quarter-to-date periods ended February 28, 2023 and 2022 based upon information available to it as of the date hereof. The results for the quarter-to-date period are preliminary and are not necessarily indicative of the results that may be expected for the full quarter ended March 31, 2023 or any other period. Historical results are not necessarily indicative of the results expected for any future period. In addition, during the course of the preparation of the Company’s results for the three months ended March 31, 2023, additional adjustments to the preliminary estimated information presented below may be identified. Any such adjustments may be material.
| | | | | | | | | | | | |
(Amounts in thousands) | | January 1
through
February 28,
2023 | | | January 1
through
February 28,
2022 | | | % Change | |
Bumble App Paying Users(1) | | | 2,279.2 | | | | 1,743.7 | | | | 30.7 | % |
Badoo App and Other Paying Users(1) | | | 1,143.2 | | | | 1,275.2 | | | | (10.4 | )% |
Total Paying Users(1) | | | 3,422.5 | | | | 3,018.9 | | | | 13.4 | % |
| (1) | See “Certain Definitions” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 28, 2023 (the “2022 Form 10-K”) for a definition of “Bumble App Paying User,” “Badoo App and Other Paying User” and “Total Paying Users.” |
The Company uses a number of operational and other metrics in order to evaluate performance and make decisions about its business. For additional information regarding the Company’s use of these metrics, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics” in the 2022 Form 10-K. Growth in paying users is subject to inherent risk, uncertainties and challenges. See “Part I. Item 1A. Risk Factors” in the 2022 Form 10-K.
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things, its operations, its financial performance and its industry. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors” in the Company’s registration statement relating to the offering and “Item 1A. Risk Factors” in the 2022 Form 10-K, each as filed with the SEC, as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
