EFTA01377635.pdf

S-1/A Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation as a trusted brand, as well as have a material and adverse effect on our business; Our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business; • We derive substantially all of our revenue from payments services. Our efforts to expand our product portfolio and market reach may not succeed and may reduce our revenue growth; • Our success depends on our ability to develop products and services to address the rapidly evolving market for payments and POS, financial, and marketing services, and, if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected; • Substantial and increasingly intense competition in our industry may harm our business; • We are dependent on payment card networks and acquiring processors, and any changes to their rules or practices could harm our business; • Our quarterly results of operations and operating metrics fluctuate significantly and are unpredictable and subject to seasonality. which could result in the trading price of our Class A common stock being unpredictable or declining; and • The dual class structure of our common stock has the effect of concentrating voting control within our existing stockholders. including our employees and directors and their affiliates; this will limit or preclude your ability to influence corporate matters. The holders of our outstanding Class B common stock will hold approximately 99.1% of the voting power of our outstanding capital stock following this offering. 12 Table of Contents Our Corporate Information Square was incorporated in Delaware in June 2009. Our headquarters are located at 1455 Market Street, Suite 600, San Francisco, California 94103. Our telephone number is (415) 375-3176. Our website address is www.squareup.com. The information contained in, or accessible through, our website is not part of. and is not incorporated into, this prospectus, and investors should not rely on any such information in deciding whether to invest in our Class A common stock. We use various trademarks and trade names in our business, including "Square" and Square®, which we have registered in the United States and in various other countries. This prospectus also contains trademarks and trade names of other businesses that are the property of their respective holders. We have omitted the ® and TM designations, as applicable, for the trademarks we name in this prospectus. JOBS Act We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenue of at least $1.0 billion, or (c) in which we become a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report, and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. http://www.sec.gov/A rehi vestedgaddata/1512673Aaa1119312515369092/d937622dsI a.html 11/6/2015 7:37:12 AM1 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074786 CONFIDENTIAL SDNY_GM_00220970 EFTA01377635