S-1/A 1 pattern-sx1a2exhibitsonly.htm S-1/A Document

As filed with the U.S. Securities and Exchange Commission on September 12, 2025.
Registration No. 333-289810
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pattern Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
5961
83-2556861
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
1441 West Innovation Way, Suite 500
Lehi, UT 84043
(866) 765-1355
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
David Wright
Chief Executive Officer
Pattern Group Inc.
1441 West Innovation Way, Suite 500
Lehi, UT 84043
(866) 765-1355
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Micheal J. ReaganBenjamin M. CravenTad J. Freese
W. Stuart OggGeneral CounselMarc D. Jaffe
Julia R. WhitePattern Group Inc.Brent T. Epstein
Goodwin Procter LLP1441 West Innovation Way, Suite 500Latham & Watkins LLP
601 Marshall Street
Lehi, UT 84043
(866) 765-1355
140 Scott Drive
Redwood City, California 94063
(650) 752-3100
Menlo Park, California 94025
(650) 328-4600
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


EXPLANATORY NOTE
Pattern Group Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-289810) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.  Exhibits and Financial Statement Schedules.
(a)Exhibits.
Exhibit NumberExhibit Title
1.1**
3.1*
3.2**
3.3**
3.4**
4.1**
4.2**
5.1**
10.1**
10.2#**
10.3#**
10.4#**
10.5#**
10.6†**
10.7**
10.8**
10.9**
10.10†**
10.11**
10.12†**
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10.13†**
10.14†**
10.15†**
10.16†**
10.17**
10.18†**
10.19#**
10.20#†**
10.21#**
10.22#**
10.23†**
21.1**
23.1**
23.2**
24.1**
107**
__________________
*Filed herewith.
**     Previously filed.
#Indicates management contract or compensatory plan, contract or agreement.
†       Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lehi, Utah on September 12, 2025.
PATTERN GROUP INC.
By:
/s/ David Wright
Name:David Wright
Title:Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ David Wright
Co-founder, Chief Executive Officer and Director
(Principal Executive Officer)
September 12, 2025
David Wright
/s/ Melanie Alder
Co-founder, Chief Strategy Officer and Director
September 12, 2025
Melanie Alder
/s/ Jason Beesley
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 12, 2025
Jason Beesley
*
Director
September 12, 2025
John Bailey
*
Director
September 12, 2025
Daniel Gay
*
Director
September 12, 2025
Scott Hilton
*
Director
September 12, 2025
Ann Mather
*
Director
September 12, 2025
Susan Taylor
*By:
/s/ David Wright
Attorney-in-Fact
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