As filed with the U.S. Securities and Exchange Commission on March 3, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ThredUp Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware (State or Other Jurisdiction of Incorporation or Organization | | 26-4009181 (I.R.S. Employer Identification Number) |
969 Broadway
Suite 200
Oakland, California 94607
(Address of Registrant’s Principal Executive Offices)
2021 Stock Option and Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
James G. Reinhart
Chief Executive Officer
ThredUp Inc.
969 Broadway, Suite 200
Oakland, California 94607
(Name and address of agent for service)
(415) 402-5202
(Telephone number, including area code, of agent for service)
Copies to:
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Caine Moss Bradley C. Weber Bryan M. Quinn Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100 | | Alon Rotem Sarah Masako Kirk ThredUp Inc. 969 Broadway, Suite 200 Oakland, California 94607 (415) 402-5202 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer ☐ | Accelerated filer ☒ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by ThredUp Inc. (the “Registrant”) to register 5,806,723 additional shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), reserved for issuance under the Registrant’s 2021 Stock Option and Incentive Plan and 1,161,344 additional shares of Class A Common Stock reserved for issuance under the Registrant’s 2021 Employee Stock Purchase Plan.
Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2021 (File No. 333-254783), March 22, 2022 (File No. 333-263761), March 7, 2023 (File No. 333-270336) and March 5, 2024 (File No. 333-277651) are hereby incorporated by reference in this Registration Statement to the extent not superseded hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), filed with the Commission on March 3, 2025 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b)The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024;
(c)All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(d)The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40249) filed with the Commission on March 18, 2021 under Section 12(b) of the Exchange Act, as updated by the Description of Securities filed
as Exhibit 4.2 to the Annual Report on Form 10-K (File No. 001-40249) for the year ended December 31, 2021, filed with the Commission on March 22, 2022, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.Exhibits.
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| | Incorporated by Reference |
| Exhibit Number | Exhibit Title | Form | File No. | Exhibit | Filing Date |
| 4.1 | | 10-Q | 001-40249 | 3.1 | 8/5/2024 |
| 4.2 | | 8-K | 001-40249 | 3.1 | 2/21/2023 |
| 4.3 | | S-1 | 333-253834 | 4.1 | 3/3/21 |
| 4.4 | | S-1/A | 333-253834 | 10.3 | 3/17/21 |
| 4.3 | | S-1/A | 333-253834 | 10.4 | 3/17/21 |
| 5.1 | | Filed herewith | | | |
| 23.1 | | Filed herewith | | | |
| 23.2 | | | | | |
| 24.1 | | | | | |
| 107 | | Filed herewith | | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Oakland, California, on March 3, 2025.
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| THREDUP INC. |
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| By: | /s/ James Reinhart |
| James Reinhart |
| Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Reinhart, Sean Sobers and Alon Rotem, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of ThredUp Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ James Reinhart | | Chief Executive Officer and Director (Principal Executive Officer) | | March 3, 2025 |
| James Reinhart | | |
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| /s/ Sean Sobers | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 3, 2025 |
| Sean Sobers | | |
| | | | |
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| /s/ Ian Friedman | | Director | | March 3, 2025 |
| Ian Friedman | | |
| | | | |
| /s/ Mandy Ginsberg | | Director | | March 3, 2025 |
| Mandy Ginsberg | | |
| | | | |
| /s/ Timothy Haley | | Director | | March 3, 2025 |
| Timothy Haley | | |
| | | | |
| /s/ Jack Lazar | | Director | | March 3, 2025 |
| Jack Lazar | | |
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| /s/ Patricia Nakache | | Director | | March 3, 2025 |
| Patricia Nakache | | |
| | | | |
| /s/ Dan Nova | | Director | | March 3, 2025 |
| Dan Nova | | |
| /s/ Noam Paransky | | Director | | March 3, 2025 |
| Noam Paransky | | |
| | | | |
| | | | |
| /s/ Coretha Rushing | | Director | | March 3, 2025 |
| Coretha Rushing | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
ThredUp Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | | Security Class Title | | Fee Calculation Rule | | Amount Registered(1) | | Proposed Maximum Offering Price Per Unit | | Maximum Aggregate Offering Price | | Fee Rate | | Amount of Registration Fee |
| Equity | | Class A common stock, $0.0001 par value per share, 2021 Stock Option and Incentive Plan | | Other(2) | | 5,806,723 (3) | | $2.36(2) | | $13,703,866.28 | | 0.0001531 | | $2,098.06 |
| Equity | | Class A common stock, $0.0001 par value per share, 2021 Employee Stock Purchase Plan | | Other(4) | | 1,161,344 (5) | | $2.01(4) | | $2,334,301.44 | | 0.0001531 | | $357.38 |
| Total Offering Amounts | | | | $16,038,167.72 | | | | $2,455.44 |
Total Fee Offsets(6)
| | | | | | | | — |
| Net Fee Due | | | | | | | | $2,455.44 |
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of ThredUp Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock.
(2) Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $2.36 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025 as reported on the Nasdaq Global Select Market.
(3) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 Plan on January 1, 2025 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan automatically increases on January 1st of each year by five percent (5%) of the total number of shares of the Registrant’s Class A Common Stock and Class B common stock (“Class B Common Stock”) issued and outstanding on the immediately preceding December 31st or such lesser number of shares as approved by the Registrant’s board of directors or the Registrant’s compensation committee.
(4) Estimated in accordance with Rules 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $2.36 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. Pursuant to the 2021 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be eighty-five percent (85%) of the lower of the fair market value of a share of Class A Common Stock on the first trading day of the offering period or on the exercise date.
(5) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 ESPP on January 1, 2025 pursuant to an “evergreen” provision
contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1st of each year by the lesser of (i) 4,000,000 shares of Class A Common Stock, (ii) one percent (1%) of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding on the immediately preceding December 31st or (iii) such lesser number of shares of Class A Common Stock as approved by the administrator of the 2021 ESPP, which is a person or persons appointed by the Registrant’s board of directors.
(6) The Registrant does not have any fee offsets.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 3, 2025, relating to the financial statements of ThredUp Inc., appearing in the
Annual Report on Form 10-K of ThredUp Inc. for the year ended December 31, 2024.
/S/ DELOITTE & TOUCHE LLP
San Francisco, California
March 3, 2025
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| Goodwin Procter LLP 601 Marshall Street
Redwood City, CA 94063 goodwinlaw.com +1 650.742.3100 |
March 3, 2025
ThredUp Inc.
969 Broadway, Suite 200
Oakland, CA 94607
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,968,067 shares (the “Shares”) of Class A common stock, $0.0001 par value per share (“Common Stock”), of ThredUp Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
ThredUp, Inc.
March 3, 2025
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
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