Eventbrite, Inc. (Form: S-8, Received: 02/18/2022 16:22:58)

As filed with the U.S. Securities and Exchange Commission on February 18, 2022.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Eventbrite, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware
(State or other jurisdiction of
incorporation or organization)

14-1888467
(I.R.S. Employer
Identification No.)

535 Mission Street, 8th Floor

San Francisco, California 94105

(Address of Principal Executive Offices)

_____________________________

Eventbrite, Inc. 2018 Stock Option and Incentive Plan

Eventbrite, Inc. 2018 Employee Stock Purchase Plan

(Full titles of the plans)

_____________________________

Julia D. Hartz

Chief Executive Officer

Eventbrite, Inc.

535 Mission Street, 8th Floor

San Francisco, California 94105

(Name and address of agent for service)

_____________________________

(415) 692-7779

(Telephone number, including area code, of agent for service)

_____________________________

Copies to:

Kathleen Wells

Richard Kim
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600

Julia D. Taylor
Eventbrite, Inc.
535 Mission Street, 8th Floor
San Francisco, California 94105
(415) 692‑7779

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

_____________________________

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Eventbrite, Inc. (the “Registrant”) to register 4,862,323 additional shares of Class A common stock, par value $0.00001 per share, reserved for issuance under the Registrant's 2018 Stock Option and Incentive Plan and 972,464 additional shares of Class A common stock, par value $0.00001 per share, reserved for issuance under the Registrant's 2018 Employee Stock Purchase Plan.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 20, 2018, as amended on September 28, 2018 (File No. 333-227433), March 7, 2019 (File No. 333-230141), March 2, 2020 (File No. 333-236842) and March 1, 2021 (File No. 333-253706) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:


			(a)			The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 18, 2022 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and


			(b)			The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38658) filed with the Commission on September 17, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 18, 2022.

Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julia Hartz, Charles Baker and Julia Taylor, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Eventbrite, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Julia Hartz Julia Hartz	Chief Executive Officer and Director (Principal Executive Officer)	February 18, 2022

/s/ Charles Baker Charles Baker	Chief Financial Officer (Principal Financial Officer)	February 18, 2022

/s/ Xiaojing Fan Xiaojing Fan	Chief Accounting Officer (Principal Accounting Officer)	February 18, 2022

/s/ Katherine August-deWilde Katherine August-deWilde	Director	February 18, 2022

/s/ Roelof Botha Roelof Botha	Lead Independent Director	February 18, 2022

/s/ Kevin Hartz Kevin Hartz	Chairman and Director	February 18, 2022

/s/ Jane Lauder Jane Lauder	Director	February 18, 2022

/s/ Sean P. Moriarty Sean P. Moriarty	Director	February 18, 2022

/s/ Helen Riley Helen Riley	Director	February 18, 2022

/s/ Steffan C. Tomlinson Steffan C. Tomlinson	Director	February 18, 2022

/s/ Naomi Wheeless Naomi Wheeless	Director	February 18, 2022

Calculation of Filing Fee Tables

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.00001 par value per share	Rule 457(c) and Rule 457(h)	4,862,323(2)	$15.09(3)	$73,372,454.07	$0.0000927	$6,801.63
Equity	Class A common stock, $0.00001 par value per share	Rule 457(c) and Rule 457(h)	972,464(4)	$12.82(5)	$12,466,988.48	$0.0000927	$1,155.69
Total Offering Amounts					$85,839,442.55		$7,957.32
Total Fee Offsets							$—(6)
Net Fee Due							$7,957.32


(1)			Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock (“Class A common stock”) that become issuable under the Registrant’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) and the Registrant’s 2018 Employee Stock Purchase Plan (“2018 ESPP”) by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Class A common stock.
(2)			Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2022 pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2018 Plan automatically increases on January 1st of each year by five percent (5%) of the total number of shares of the Registrant’s Class A common stock and Class B common stock (“Class B common stock”) issued and outstanding as of the immediately preceding December 31st or such lesser number of shares as approved by the Registrant’s board of directors or the Registrant’s compensation committee.
(3)			Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $15.09 per share, which is the average of the high and low prices of Class A common stock on February 11, 2022, as reported on the New York Stock Exchange.
(4)			Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 ESPP automatically increases on January 1st of each year by the lesser of (i) 1,534,500 shares of Class A common stock, (ii) one percent (1%) of the total number of shares of Class A common stock and Class B common stock issued and outstanding as of the immediately preceding December 31st or (iii) such lesser number of shares of Class A common stock as approved by the administrator of the 2018 ESPP, which is a person or persons appointed by the Registrant’s board of directors.
(5)			Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $15.09 per share, which is the average of the high and low prices of Class A common stock on February 11, 2022, as reported on the New York Stock Exchange. Pursuant to the 2018 ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Class A common stock on the first day of trading of the offering period or on the exercise date.
(6)			The Registrant does not have any fee offsets.

US-DOCS\129732680.2 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Washington, D.C. Milan February 18, 2022 Eventbrite, Inc. 535 Mission Street, 8th Floor San Francisco, CA 94105 Re: Registration Statement on Form S-8; 5,834,787 shares of Class A common stock of Eventbrite, Inc., par value $0.00001 per share To the addressee set forth above: We have acted as special counsel to Eventbrite, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 5,834,787 shares of Class A common stock of the Company, par value $0.00001 per share (the “Common Stock”), consisting of 4,862,323 shares of Common Stock (the “2018 Plan Shares”) issuable under the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) and 972,464 shares of Common Stock (together with the 2018 Plan Shares, the “Shares”) issuable under the Company’s 2018 Employee Stock Purchase Plan (together with the 2018 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2022 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer

February 18, 2022 Page 2 US-DOCS\129732680.2 agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration not less than par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Sincerely, /s/ Latham & Watkins LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Eventbrite, Inc. of our report dated February 18, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Eventbrite, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

San Francisco, California