No, Shopify does not own 44% of Klaviyo

Twitter is abuzz with some misinterpreted info on Klaviyo today.

Shopify does NOT own a 44% stake in Klaviyo, as many misinterpreted this SEC disclosure from yesterday.

Disclosure: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001594805/326d1aa9-6b2e-4143-82fd-088503a66003.pdf

The one thing they have done since IPO is exercise vested warrants into shares (of 15M warrants that vested 25% at IPO then rest over 5yrs). Their stake is still around the 11.6% it was at on IPO day. They had 28.9M shares overall from Class B and warrants (plus option to buy 15.7M shares at $88). Those are all being converted to Class A shares (aka the open market) as they exercised vested warrants in Sept/Oct – and will do again in Jan.

Not sure where Shopify is getting 44% in the disclosure… but it showed them as having 29M shares of Series A (implying there are now 66M Series A shares).

This is CLEARLY INFLATED from the fact that there hasn’t been much conversion yet of Series B to Series A. The last 10-Q in November says 37M of Series A in Oct-23, plus 221M Series B = 258M current shares (and 309M diluted).

10Q: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001835830/bb927a6b-6856-42d6-a545-d40f067746ef.pdf

So a way more accurate way to think of this disclosure is that Shopify has 44% of FLOAT (Series A), not 44% overall.

-muji

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Some more facts…

At final S-1 at IPO… Shopify had 28.9M shares, and did NOT sell them at IPO (like shareholders Summit and Accomplice did), so their ownership went from 11.2% to 11.6% at IPO.
S-1: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001835830/16e34fdd-f4c1-463b-8525-8728276250cc.pdf

Klaviyo had 3 separate agreements with Shopify.

  • The stock purchase agreement in Jun 2022 (2.9M shares at $33.88, option for 15.7M more at $88.92)
  • The collab agreement in Jul 2022 (revenue share of core Shopify custs, integration fee for Plus custs)
  • The warrant agreement in Jul 2022 alongside collab, giving warrant for 15.7M shares, vested 25% at IPO. Shopify is exercising these as they vest (3.925M shares vested in Sept, 344K in Oct).

Shopify has 5.1M warrants and 13.5M Series B shares per their last exercise on October 31.

They clearly want to see Klaviyo succeed and see them as a vital partner. But they own <12% of Klaviyo, not 44%.

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one last detail… lock-up expires 2 days after next earnings report (Dec Q) per S-1, so i estimate around Feb 9-10ish.

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Here’s an article from Bert on SA wrt Klaviyo and it covers the relationship, (including the financial connection) with Shopify.

Ant

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Something I would like to flag in the IPO prospectus - they are now lapping the quarters post price increase. I could be wrong, but this feels like they juiced up revenues prior to IPO.

I realized this when I compared the revenue growth to $MNDY, and something seemed off, they only started to outpace post price increase:

We have experienced rapid revenue growth in recent periods. Our revenue was $472.7 million and $290.6 million for the years ended December 31, 2022 and 2021, respectively, representing a growth rate of 62.7%. For the six months ended June 30, 2023 and 2022, our revenue was $320.7 million and $208.3 million, respectively, representing an increase of 53.9%. Our rapid revenue growth has been driven by increases in our customer count, growth of existing customers, our expansion into international markets, our sales to mid-market businesses, and the cross-selling of our SMS offering alongside our data platform and email offering. In addition, we implemented a price increase in September 2022, which positively increased revenue growth in 2022. This price increase also impacted the various measures we use to assess our usage and subscription levels based on revenue, such as ARR, MRR, and NRR, and following its implementation, those measures experienced corresponding increases as a result. We may see a decline in these measures as we reach the one year anniversary of this price increase.

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