ThredUp Inc. Completes Acquisition/Disposition of Assets

TL;DR

ThredUp just closed a deal - acquisition or disposition of assets confirmed.

AI Summary

ThredUp Inc. announced on November 30, 2024, the completion of an acquisition or disposition of assets, and entered into a material definitive agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located in Oakland, California.

Why It Matters

This filing indicates a significant corporate action by ThredUp Inc., potentially impacting its business operations, financial structure, and future growth prospects.

Risk Assessment

Risk Level: medium — Acquisitions and dispositions can introduce significant financial and operational risks, depending on the nature and scale of the transaction.

Key Numbers

• 001-40249 — SEC File Number (Identifies the specific SEC filing for ThredUp Inc.)
• 26-4009181 — IRS Employer Identification No. (Tax identification number for ThredUp Inc.)

Key Players & Entities

• ThredUp Inc. (company) — Registrant
• November 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Oakland, California (location) — Address of principal executive offices
• Nasdaq Stock Market LLC (company) — Exchange

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share TDUP The Nasdaq Stock Market
• $1.0 million — eceives gross cash proceeds of at least $1.0 million. In the event of any qualified financin

Filing Documents

• tdup-20241130.htm (8-K) — 35KB
• ex21remixusholdingsinc-sto.htm (EX-2.1) — 110KB
• exhibit991remixbuyoutpress.htm (EX-99.1) — 11KB
• exhibit992unauditedproform.htm (EX-99.2) — 257KB
• tdup-20241130_g1.jpg (GRAPHIC) — 195KB
• thredup_wordmarkxrgbxblacka.jpg (GRAPHIC) — 195KB
• 0001484778-24-000179.txt ( ) — 1070KB
• tdup-20241130.xsd (EX-101.SCH) — 2KB
• tdup-20241130_lab.xml (EX-101.LAB) — 23KB
• tdup-20241130_pre.xml (EX-101.PRE) — 13KB
• tdup-20241130_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets Remix Divestiture On November 30, 2024 (the "Closing Date"), ThredUp Inc. (the "Company") entered into a Stock Purchase Agreement (the "SPA"), by and among the Company and Florin Filote, the general manager of the Company's European business and Bulgarian subsidiary, Remix Global EAD ("Remix"). To effectuate the Transaction, the Company established Remix US Holdings Inc. ("Remix US Holdings"), a new wholly owned subsidiary incorporated in Delaware, and transferred 100.0% of the shares of capital stock of Remix to Remix US Holdings. Pursuant to the SPA, the Company agreed to the divestiture (the "Transaction") of 91.0% of the common stock of Remix US Holdings Inc. to Florin Filote for an aggregate cash purchase price of 1.00 (one Euro). The Transaction was completed on the Closing Date. Immediately upon the closing of the Transaction, the Company owned 9.0% of the common stock of Remix US Holdings. Following the closing of the Transaction, the financial statements of Remix US Holdings and Remix will no longer be consolidated with the financial statements of the Company. The SPA contains customary representations, warranties and covenants of each of the parties thereto. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K. The Company entered into a customary investors' rights agreement, voting agreement, right of first refusal agreement and stockholder agreement with Remix US Holdings providing the Company with customary rights, protections and obligations as a minority investor in Remix US Holdings, including a board observer right. The Company also entered into a transition services agreement with Remix to facilitate an orderly transition of certain corporate services following the Transaction. In connection with the Transaction, Remix, as borrower,

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On December 3, 2024, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8K. The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information of exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (b) Pro Forma Financial Information . The unaudited pro forma condensed financial information of the Company giving effect to the Transaction is filed as Exhibit 99.2 hereto and is incorporated herein by reference. (d) Exhibits. Exhibit Number Description 2.1 Stock Purchase Agreement dated November 30, 2024 99.1 Press Release dated December 3, 2024 99.2 Unaudited Pro Forma Consolidated Financial Information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THREDUP INC. By: /s/ SEAN SOBERS Sean Sobers Chief Financial Officer (Principal Financial and Accounting Officer) Date: December 3, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR