(Note: This is NOT an IPO. This is a direct listing on the NASDAQ. Sezzle Inc.’s stock trades on the Australian Securities Exchange (ASX) On Aug. 14, 2023, the company’s stock traded for A$18.36 (US$11.87) on the ASX. The company did not name a financial advisor for the direct listing.)

Sezzle is a “buy now pay later” digital payments platform that caters to Gen-Z and Millennial customers. Gen-Z people are ages 18-26. Millennials are ages 27-45. (Incorporated in Delaware)

We are a purpose-driven payments company that is on a mission to financially empower the next generation. Launched in 2017, we have built a digital payments platform that allows merchants to offer their consumers a flexible alternative to traditional credit. As of Dec. 31, 2022, our platform supports the business growth of 42 thousand Active Merchants while serving approximately 2.9 million Active Consumers. Through our products, we aim to enable consumers to take control over their spending, be more responsible, and gain access to financial freedom. Our vision is to create a digital ecosystem benefiting all of our stakeholders— merchants, partners, consumers, employees, communities, and investors—while continuing to drive ethical growth.

We launched Sezzle amid a backdrop in which digitally-enabled shopping began to claim a larger share of the retail sector and younger generations (i.e., Gen Z and Millennials) started to demonstrate a need for credit. Gen Z and Millennial consumers, which we define as individuals currently between ages 18–26 and 27–45, respectively, use credit cards less frequently relative to other generations and, in many cases, lack access to traditional credit. These same consumers are tech-savvy, gravitating towards modern, streamlined commerce solutions whether online or in-person. We believe that our platform addresses the shortcomings in legacy payment offerings faced by consumers by providing a flexible, secure, omnichannel alternative, with the structural benefit of “creditizing” traditional debit products. The technology solutions we have designed specifically align with our ethos of helping the next generation pave their way forward financially.

We believe our multi-stakeholder approach gives us a competitive advantage and positions our company for success. Stakeholders want to be affiliated with a purpose-driven partner and, to that extent, we elected to become a Delaware public benefit corporation in June 2020. Public benefit corporations are for-profit corporations intended to produce a public benefit and operate in a responsible and sustainable manner. Under Delaware law, public benefit corporations must identify in their certificate of incorporation the public benefit or benefits they will promote, and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation.

*Note: Net loss and revenue are for the 12 months that ended Dec. 31, 2022.

**Direct offering details from the prospectus: 

“Our common stock is publicly traded on the Australian Securities Exchange, or the ASX, under the ticker “SZL” in the form of CHESS Depositary Interests, or CDIs. CDIs are units of beneficial ownership in shares of our common stock that are held in trust for CDI holders by CHESS Depositary Nominees Pty Limited, or CDN, a subsidiary of ASX Limited, the company that operates the ASX. The CDIs entitle holders to dividends, if any, and other rights economically equivalent to shares of our common stock on a 1-for-1 basis. CDN, as the stockholder of record, will vote the underlying shares in accordance with the directions of the CDI holders from time to time. In addition, holders of CDIs have the right to attend stockholders’ meetings. The CDIs are also convertible at the option of the holders into shares of our common stock on a 1-for-1 basis, such that for every CDI converted, a holder will receive one share of common stock. On March 20, 2023, the last reported per share price of our CDIs on the ASX was A$0.555 (US$0.39) per share.”

“In addition to the CDIs trading on the ASX, we have applied to list our common stock on the Nasdaq Global Market under the symbol “SZL.” “

(Note: Sezzle Inc. announced on Aug. 16, 2023, that its stock would start trading on the NASDAQ under the symbol “SEZL” on Thursday, Aug. 17, 2023. This is a NASDAQ direct listing of Sezzle’s common stock. This is NOT an IPO. No new stock was issued. Sezzle Inc. did not name a financial advisor – a departure from the usual process for a direct listing. Sezzle’s stock closed Aug. 17, 2023, on the Australian Securities Exchange (ASX) at US$12.35.)

(Note: Sezzle Inc. filed an S-1/A dated July 28, 2023, disclosing that registered stockholders may offer up to 3.24 million shares (3,241,221 shares) in a NASDAQ direct listing. The company’s stock traded on the Australian Stock Exchange for the U.S. equivalent of $12.83. No financial advisor has been named for the NASDAQ direct listing, according to the S-1/A filing dated July 28, 2023. Background: Sezzle Inc. filed its S-1 for its direct listing on the NASDAQ on March 22, 2023, at this size: 117.2 million shares at an as yet-undetermined price. The company’s stock is already listed on the Australian Stock Exchange.)