0001140361-22-008020.txt : 20220304 0001140361-22-008020.hdr.sgml : 20220304 20220304172640 ACCESSION NUMBER: 0001140361-22-008020 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220228 FILED AS OF DATE: 20220304 DATE AS OF CHANGE: 20220304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zip Co Ltd CENTRAL INDEX KEY: 0001822475 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56267 FILM NUMBER: 22715368 BUSINESS ADDRESS: STREET 1: LEVEL 14, 10 SPRING STREET CITY: SYDNEY, NEW SOUTH WALES STATE: C3 ZIP: 2000 BUSINESS PHONE: 02 8294 2345 MAIL ADDRESS: STREET 1: LEVEL 14, 10 SPRING STREET CITY: SYDNEY, NEW SOUTH WALES STATE: C3 ZIP: 2000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sezzle Inc. CENTRAL INDEX KEY: 0001662991 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 810971660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 251 1ST AVENUE N STREET 2: SUITE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 651-235-6009 MAIL ADDRESS: STREET 1: 251 1ST AVENUE N STREET 2: SUITE 200 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 3 1 form3.xml FORM 3 X0206 3 2022-02-28 0 0001662991 Sezzle Inc. ASX:SZL 0001822475 Zip Co Ltd LEVEL 14, 10 SPRING STREET SYDNEY, NEW SOUTH WALES C3 2000 AUSTRALIA true Common Stock, par value $0.00001 0 I See Footnotes On February 28, 2022, Zip Co Limited, an Australian public company limited by shares (the "Reporting Person"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Reporting Person, Sezzle Inc., a Delaware public benefit corporation (the "Issuer"), and Miyagi Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Reporting Person. In connection with the Merger Agreement, the Reporting Person entered into separate support agreements (the "Support Agreements") with each of (a) Charles G. Youakim, Charles G. Youakim 2020 Grantor Retained Annuity Trust #1, Charles G. Youakim 2020 Grantor Retained Annuity Trust #2, Charles G. Youakim 2020 Irrevocable GST Trust and Cerro Gordo LLC (collectively, the "Youakim Stockholders"), and (b) Paul Paradis and Paradis Family LLC (collectively, the "Paradis Stockholders"), in connection with which the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding shares of Common Stock, par value $0.00001, of the Issuer. Pursuant to the Support Agreements, subject to certain exceptions, each of the Youakim Stockholders and the Paradis Stockholders agreed to vote, or cause to be voted, their respective shares of Common Stock of the Issuer (representing together approximately 48.1% of the outstanding shares of Common Stock of the Issuer), together with any additional shares of Common Stock of the Issuer acquired by them after February 28, 2022 (collectively, the "Covered Company Shares"), in favor of the Merger and the adoption of the Merger Agreement and otherwise in favor of the Company Stockholder Approval (as defined in the Merger Agreement), and against any competing transaction, at the meeting of stockholders of the Issuer to be held for that purpose. In addition, each of the Youakim Stockholders and the Paradis Stockholders granted the Reporting Person an irrevocable proxy to vote their respective Covered Company Shares in the manner contemplated by their respective Support Agreements and agreed not to transfer such shares until the first to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the effective time of the Merger, (c) the termination of the Support Agreement by written notice by the Reporting Person to either the Youakim Stockholders or the Paradis Stockholders, as applicable or (d) in connection with an adverse recommendation change by the Issuer's board of directors (or a duly authorized and empowered committee thereof) in accordance with the terms of the Merger Agreement. As a result, the Reporting Person is filing this Form 3. Based on their respective Support Agreements, as of February 28, 2022, the Youakim Stockholders owned 88,368,983 shares of Common Stock of the Issuer, and the Paradis Stockholders owned 10,009,443 shares of Common Stock of the Issuer. The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the Youakim Stockholders and the Paradis Stockholders, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Person of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose. /s/ Larry Diamond 2022-03-04