Good morning, everyone,
My name is Audrey Zhou, and I am the lead associate at Calderwood & Harkness LLP working with Robert Adeyemi on the proposed initial public offering of Class A Common Stock of Lumos Analytics Inc. ("Lumos" or the "Company"). I will be serving as the primary day-to-day coordinator for the working group throughout this engagement.
The purpose of this email is to circulate the agenda for our kickoff all-hands meeting scheduled for this afternoon and to share the organizational checklist for your advance review. Please find attached:
- **IPO Organizational Checklist and Responsibility Matrix** (ipo-organizational-checklist.xlsx)
**Meeting Logistics:** - **Date/Time:** Monday, November 15, 2021, at 2:00 PM EST / 11:00 AM PST - **Format:** Video conference with dial-in option - A calendar invitation with connection details has been sent separately. Please let me know if you have not received it.
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## PARTICIPANT LIST
I have set forth below the expected participants for today's meeting. Please let me know if there are any corrections or additions.
**Lumos Analytics Inc. (Issuer):** - Priya Subramanian, CEO & Co-Founder - Marcus Henley, CTO & Co-Founder - David Lau, Chief Financial Officer - Naomi Feinberg, General Counsel & Corporate Secretary - Tomás Aguilar, Chief Revenue Officer
**Calderwood & Harkness LLP (Issuer's Counsel):** - Robert Adeyemi, Responsible Partner, Capital Markets - Jennifer Kwon, Billing Partner, Capital Markets - Audrey Zhou, Lead Associate, Capital Markets - Brendan Walsh, Working Associate, Capital Markets - Sylvia Hartwell, Specialist Partner, Tax (joining for tax-related agenda items only)
**Pinnacle Securities LLC (Lead Book-Running Managing Underwriter):** - Andrew Castellano, Managing Director (Coverage) - Lisa Drummond, Managing Director (ECM)
**Whitfield & Company LLC (Joint Book-Running Managing Underwriter):** - Derek Kaplan, Managing Director
**Graystone Capital Markets Inc. (Co-Manager):** - Hannah Morales, Managing Director
**Hargrove & Liddell LLP (Underwriters' Counsel):** - Michael Sorrentino, Lead Partner - Anika Patel, Lead Associate
**Meridian & Howe LLP (Independent Auditor):** - Gregory Simmons, Audit Partner
**Note:** Representatives of the selling stockholders — Velthryn Venture Partners and Arclight Equity Group — will not attend this working group session. They will be kept informed through Naomi Feinberg and the respective board designees (Jonathan Tsai for Velthryn and Rebecca Stahl for Arclight).
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## MEETING AGENDA
**I. Introductions and Engagement Overview (~10 minutes)**
- Brief introductions from each team - Confirmation of Calderwood & Harkness's engagement scope as issuer's counsel (engagement letter executed November 8, 2021; Matter No. 1008-00002) - Overview of roles: - Pinnacle Securities as lead left book-running managing underwriter - Whitfield & Company as joint book-running managing underwriter - Graystone Capital Markets as co-manager - Hargrove & Liddell as underwriters' counsel - Meridian & Howe as independent auditor
**II. Proposed Timeline and Key Milestones (~15 minutes)**
- Discussion of target timeline, including the following key dates: - **First draft of Registration Statement on Form S-1:** target circulation by approximately December 6, 2021 - **Confidential submission of Draft Registration Statement (DRS) to SEC:** target mid-January 2022 - **SEC comment letter process and response timing** - **Public filing of S-1:** target early-to-mid April 2022 - **Testing-the-waters meetings and road show:** target late April 2022 - **Anticipated pricing window:** late April / May 2022 - The timeline is aggressive but achievable; the market window will be monitored continuously by the banking teams and counsel
**III. Offering Structure Overview (~15 minutes)**
- Proposed offering of Class A Common Stock on the **Nasdaq Global Select Market**; ticker symbol **"LMSA"** - Preliminary target gross proceeds of approximately **$220 million** (primary shares) - Secondary component: - Up to 2,000,000 shares from Velthryn Venture Partners Fund IV, L.P. - Up to 1,500,000 shares from Arclight Equity Group Fund VII, L.P. - Total secondary shares: 3,500,000 - Overallotment option: 15% of total base shares - Preliminary price range to be determined based on valuation work and market conditions; for context, the Series D post-money valuation was approximately **$1.478 billion ($12.50/share)** - **Dual-class structure:** - Class A Common Stock: 1 vote per share (offered to public) - Class B Common Stock: 10 votes per share (held by co-founders Priya Subramanian and Marcus Henley) - Underwriting discount: **6.5%** - **180-day lock-up period** for directors, officers, and holders of more than 1% of outstanding shares, in favor of Pinnacle Securities
**IV. Workstream Assignments and Responsibilities (~20 minutes)**
Please refer to the attached organizational checklist for detailed assignments. Key workstreams are summarized below:
**(a) S-1 Drafting** - **Lead:** Calderwood & Harkness (Audrey Zhou / Brendan Walsh); Lumos (Naomi Feinberg / David Lau) - Scope: Business section, risk factors, MD&A, executive compensation, related-party transactions, description of capital stock - Financial statements and notes: Meridian & Howe (Gregory Simmons) — audited financials for FY 2019, FY 2020, and FY 2021; interim financials as applicable - Pinnacle Securities, Whitfield & Company, and Hargrove & Liddell to provide comments on drafts
**(b) Corporate Housekeeping and Governance** - **Lead:** Calderwood & Harkness (Audrey Zhou) - Charter and bylaw amendments: Amended and Restated Certificate of Incorporation and Bylaws in IPO form - Board and committee composition: confirm three independent directors (Diane Ochoa, Samuel Adebayo, and Catherine Mercer) meet Nasdaq listing standards - Draft committee charters (Audit, Compensation, Nominating and Corporate Governance) - Insider trading policy - Foreign qualification review (California, New York, Texas, Illinois) - Registered agent confirmation with Capitol Registered Agents LLC in Delaware
**(c) Due Diligence** - **Lead:** Calderwood & Harkness (Brendan Walsh); Hargrove & Liddell (Anika Patel) - Due diligence request list to be issued to Lumos management promptly following this meeting - Document review to cover: corporate organization, capitalization, material contracts (including the Brindoval Data Centers LLC agreement, Nordwell Financial Technologies Inc. partnership, and the Ashford National Bank revolving credit facility), intellectual property (14 issued U.S. utility patents, 7 pending applications, registered trademarks), employment, litigation, regulatory compliance, tax, insurance, real property, and related-party transactions - Management interview sessions to be scheduled
**(d) Tax** - **Lead:** Calderwood & Harkness (Sylvia Hartwell) - Section 368/351 analysis, state tax nexus, QSBS considerations under Section 1202, stock option exercise implications
**(e) Underwriting Arrangements** - **Lead:** Pinnacle Securities (Lisa Drummond); Calderwood & Harkness (Audrey Zhou); Hargrove & Liddell (Michael Sorrentino) - Drafting and negotiation of underwriting agreement - Form of lock-up agreement - Agreement among underwriters - Comfort letter request to Meridian & Howe
**(f) Auditor Workstreams** - **Lead:** Meridian & Howe (Gregory Simmons) - Audit of FY 2021 financial statements (confirm completion timeline) - Consent for inclusion in Registration Statement - Comfort letter procedures and circle-up schedule
**(g) Ancillary Items** - **D&O Insurance:** Coordination with Terrace Hill Insurance Group (Julia Brennan) on IPO-related D&O policy - **Transfer Agent:** Engagement of Broadleaf Transfer Services Inc. - **Financial Printing / EDGAR Filing:** Engagement of Hennessy Consulting Group LLC (Martin Royce) - **Blue Sky Survey** - **Nasdaq Listing Application**
**V. Drafting Schedule and Comment Protocol (~10 minutes)**
- First full S-1 draft to be circulated by Calderwood & Harkness on or about **December 6, 2021** - **All comments to be consolidated through Audrey Zhou (C&H) and Naomi Feinberg (Lumos)** to avoid parallel edits and version-control issues - Weekly working group calls to be established — **proposed: Tuesdays at 4:00 PM EST / 1:00 PM PST** - All drafts and materials to be shared via the secure virtual data room; access details to follow under separate cover
**VI. Key Financial Data Points for S-1 (~10 minutes)**
- Discussion of financial highlights to be featured in the prospectus summary and MD&A: - FY 2021 Total Revenue: **$187.4 million** (58% YoY growth from FY 2020 revenue of $118.6 million) - FY 2021 ARR: **$206.8 million** (as of December 31, 2021) - FY 2021 Gross Margin: **72.3%** - FY 2021 Net Loss: **$(41.2) million** - FY 2021 Adjusted EBITDA: **$(18.7) million** - Cash and Cash Equivalents: **$94.3 million** (as of December 31, 2021) - Approximately **340 enterprise customers**; **2+ billion transactions processed per month** - Approximately **1,120 employees** - Capital structure overview: - 118,200,000 fully diluted pre-IPO shares - 14,800,000 share option pool (11,300,000 outstanding at WAEP of $4.82) - Series A through D preferred stock (62,400,000 shares) converting to Class A upon IPO - Class B shares held by founders: 28,500,000 total - David Lau and Gregory Simmons to align on Q1 2022 interim financial statement timing for inclusion in the public filing
**VII. Open Items and Next Steps (~10 minutes)**
- Confirm all participants have received the attached organizational checklist - Due diligence request list to be finalized and distributed by end of week (**November 19, 2021**) - Naomi Feinberg to begin assembling documents for data room population - SEC registration fee calculation to be confirmed ($92.70 per $1,000,000 of securities registered) - **Next working group call:** proposed Tuesday, November 23, 2021
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I would ask that all attendees please review the attached checklist in advance of this afternoon's meeting and come prepared with any questions regarding assignments or timing. Robert Adeyemi will lead the meeting and provide opening remarks.
If you have any questions or need anything in the meantime, please do not hesitate to reach out to me directly. Brendan Walsh is also available as an alternative point of contact.
Thank you, and I look forward to speaking with everyone this afternoon.
Best regards,
**Audrey Zhou** Associate, Capital Markets Group Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Direct: (415) 555-7184 Email: azhou@calderwoodharkness.com
Alternative Contact: Brendan Walsh, Associate Direct: (415) 555-7192 Email: bwalsh@calderwoodharkness.com
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