Business
Section summary: This section contains a complete picture of the company and its business, frequently including an industry overview, a summary of the business operations and descriptions of the company’s products and services, customers, vendors and other relationships, location and characteristics of its primary facilities, marketing strategies, intellectual property, research and development, human capital, competition, material litigation, and contingent liabilities and the like. It will also include the disclosure about the business from the Box, including summaries of the company’s strengths and strategies. As discussed in the “Prospectus Summary,” key parts of the “Business” section are repeated in the Box. The technical requirements of the “Business” section are set forth in Item 101 of Regulation S-K.
This section is intended to present the full story of the company’s operations, but unlike the “Risk Factors” section, which typically takes the most conservative view of the company, or the “MD&A” section, which takes on a relatively neutral tone, this section in particular can take a relatively positive tone and more proactively promote the company to investors, while ensuring that it still presents a balanced view and descriptions that are defendable and grounded in hard data (e.g., the company should always be cautious not to make material misstatements or misleading omissions, as well as exaggerations that can give the wrong impression). After all, not only will the disclosure be reviewed and must be blessed by the staff before the registration statement is declared effective, but the company should also be aware that once disclosure about the company is published, it is advisable not to frequently alter the scope or depth of that disclosure, especially in the near term, without a good reason. For example, if the company provides a certain level of detail or a breakdown of each business segment in its IPO prospectus, it should try to maintain such level of disclosure in future filings. Otherwise, unnecessary skepticism may arise, which can negatively affect the stock price.
Going back to the basic principle where we stress that the prospectus serves a dual purpose – disclosure and marketing – this is where a significant portion of “marketing” takes place, and the company has the most latitude to tell its story in its own voice, making the case to investors as to how it is different from its competition and why investors should invest in the IPO. In this regard, the “Business” section is at the core of the IPO prospectus and registration statement, which is why this is where most of the heated discussions take place over the course of the IPO process. The company, bankers and counsel will allocate the greatest amount of time and attention crafting and polishing the “Business” section throughout numerous drafting sessions – whether or not the IPO spurs public market interest and enthusiasm depends on the company’s equity story.
BUSINESS
Mission20
Our mission is to save the world. The whole world, including the children, but to a lesser extent their parents. Really everyone, to be honest. We are just saying that if we had limited lifeboats, we would prioritize appropriately.
Overview
Our vision is to realize our mission. For that, we have objectives, which are made of goals, which are conglomerations of little designs and plans, all of which are reinforced by our strategies. Sometimes we will sit, motionless and open-mouthed, but very quiet, and just strategize about what designs will achieve the goals needed to meet the objectives required by our vision to further our mission, and then do all those things. Like it is no big deal. This makes us thirsty.
Fortunately for us, and for our investors, Lazy Susan is a platform, maybe even more than a platform – a regime, an ethos, a transcendence – but it is also software, infrastructure, a solution set and more. Its features are products, and its products are features.
We are cloud indigenous. We are the leading pioneer uniquely revolutionizing a heretofore unseen industry like no one have has even considered.
Our platform integrates trillions of bits of data in as little as 1 minute, which is a short amount of time, but also a smaller minute than most legacy minutes. Our competitors’ minutes are huge and clunky and gross. Try walking in the dark around them and see if you don’t hit your shin on them. That’ll smart, but only metaphorically, because our competitors are not the brightest.
Our platform is based on four philosophical pillars:
- Everyone is a customer, even strangers from the future.
- Disrupt first, ask questions later (or don’t, if you forget the question).
- Circles are inherently self-absorbed – and self-absorption is virtuously cyclical.
- We leverage our AI in ways even our AI can’t yet imagine.
This platform has been built on purpose and intentionally to address every possible market. Because our flywheel is wheel-shaped and it floats, there isn’t any topography, geography or lexicography it cannot address. Name a vertical, and we can perpendicularize it. There isn’t an orthogonal space that doesn’t fit inside of our TAM – and that’s not even bragging, that’s just basic geometry. While we cannot claim to have invented the circle, we certainly know how to leverage its circumference.
We encourage investors to come take a spin and feast like a king at our table.
Industry Overview21
In today’s world, the idea of saving the world and doing good for the greater good, including the children, is embedded in every part of our daily lives, perhaps with the exception of my uncle, who doesn’t talk much of the children. We are confident that the key players of this industry share this motivation, although to varying degrees, and while they pay attention to different aspects of the world they wish to protect, we believe that people are generally good by nature. Let’s just assume that there is still some good left in the world. In our view, there are several mega-trends that are attracting companies to offer compelling products and services that are designed to save even the worst of our kind:
- Trend 1: There is a growing trend in companies trying to help people digitally, whatever that means.
- Trend 2: The revenue center is shifting from sales and marketing to actual product, so one can no longer fake it the way traditional companies did in the past.
- Trend 3: The approach to saving the planet, while gaining traction from our customer base, including children, is being reinvented. In other words, there is no widely accepted way to do this effectively, and we need to get creative. Many folks used to just pretend, but we – and our direct competitors, at least the good ones – have been forced to evolve. (There’s more about our competitive landscape below, if you are willing to keep reading.)
- Trend 4: People are waiting for a fundamentally new approach to saving the world, which includes leveraging digital optimization and interacting with target consumers, often with innovative memes.
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Notes
20 While SEC rules do not require a mission statement, companies often include a short mission statement that defines its vision and strategic goals.
21 This subsection, which is often combined with the “Our Market Opportunity” subsection, typically begins with an overview of the company’s industry, including its recent trends, and describes how the company’s presence, along with its products and services, fit into the landscape
Our Market Opportunity22
The world has a big problem, which we are solving and, frankly, are the only ones who can. That problem is edges, stupid angular edges that create corners that must be turned and seen around, platform functionalities that have to meet inefficiently in space, making their problems both acute and obtuse at the same time. Remember when the world was flat? Yeah, it sucked that way. Magellan hated it. Modern platforms might solve discreet issues by adding more and more unrounded edges, but no one even knows the word for something greater-sided than an octagon. It’s like ESPN just endlessly adding channels until you start watching high school JV badminton at midnight. According to DataStalkerz, an independent research firm, the amount of revenue lost across the globe due to the inefficiencies of corners in 2024 was more than $5.0 trillion.
We address this critical problem by eliminating the edges and creating the natural harmony inherent in the circle, so one application always connects directly to the other and, indeed, all others. Consequently, we estimate our TAM to be approximately $750 billion in the aggregate as of the end of 2024. We calculated this internal TAM estimate by first estimating the total number of businesses and organizations with computers globally, which we believe are potential customers, and multiplying that number by the annual recurring revenue (ARR) per customer, using internally generated data and highly conservative assumptions.
Our Growth Strategy/Strengths and Strategies23
We intend to pursue the following growth strategies:
- Grow at all costs: We have heard tell of this weird investor obsession with profitability, and we intend to put that on our bucket list, but for now you should expect to see us on the side of buses for the foreseeable future.
- Acquire new customers: Our ability to attract new customers will depend on a number of factors, including our success in promoting our platform, recruiting and scaling our sales and marketing organization and competitive dynamics in our target markets. What we will say is that our very large and expensive internal sales force is relentless, and they don’t believe in dinnertimes or spam laws or the stigma of restraining orders. They ring bells and do shots in the office with every new account or upgrade, and they are very excited for those things.
- Expand across our existing customer base: When we land a customer, we immediately expand, like a cluster bomb or poison ivy. We believe that there are significant opportunities to continue to grow our existing customer relationships, expand the usage of our enhanced plans by our other existing customers, and convert mere table spinners to tech-savvy, productive members of society.
- Continued investment in our AI: Our generative AI is so hardcore it has generated its own separate AI, and frankly, it’s a little scared of it. But don’t worry, we believe our AI will probably figure it out.
- Pet projects: We believe that pet projects are essential to our future. Few of these will seem to make sense, and they will certainly cost huge amounts of money, but they will be super cool. We can’t tell you much right now, but just think octopi and stenography, or laser-empowered gig-hungry infants – cool stuff like that.
Our Platform/Products/Solutions24
We generate revenue primarily from sales to our customers of subscriptions to access our Lazy Susan Platform. Customers will typically pay us an annual base fee for our Basic plan. Customers have the option to upgrade to our Pro plan, our ProPro plan and our ProProPro plan, which offer additional functionality and enhanced capabilities.
Customers25
Our products and services are used globally by users of all ages. As of December 31, 2023 and December 31, 2024, we had more than 250,000 and 350,000 paying customers, respectively, representing a year-over-year growth rate of 25% and 40%, respectively. We believe that our products and services can improve people’s lives and bring families together. We are actively seeking to expand our customer base to those in need of our services.
Sales and Marketing26
We sell our products and services using a variety of sales and marketing methods. Our go-to-market strategy combines direct sales, including field and inside sales, product-led growth initiatives, including subscription plans to meet the needs of a diverse range of customers, and marketing initiatives to supplement our sales efforts. Our field sales personnel focus on attracting new customers as well as expanding usage within our existing customer base. Our sales team is supported by business and sales professionals and solution consultants who facilitate the go-to-market process through identifying use cases based on
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Notes
22 The purpose of this disclosure is to convey the size and scope of the addressable market relevant to the company and how the company’s management is approaching it. How you discuss the opportunity should align with the company’s growth strategy. The company should include detailed discussion leading up to the company’s estimation of the TAM, with supporting facts and analyses, and provide the sources. The underwriters are highly focused on this topic, as this is a critical assumption of the equity story that they will need to sell in the marketplace, particularly to buy-side institutional investors, who are well versed in industry trends. Any unsubstantiated claims or poor logic used in arriving at the estimation of TAM will not go unpunished in the marketplace and can, in the worst case, irrevocably damage the company’s reputation.
23 This subsection, often titled “Strengths and Strategies,” is a more thorough version of the investment thesis, where the company highlights the most compelling components of the business and the offering. This also serves as a summary of the drivers behind the company’s success, answering the question as to why and how the company has been, and/or is going to be, successful. This subsection may also include the company’s commercial strategy, pipeline, and short-term, mid-term and long-term growth drivers. The goal is to convey what the company is doing to capitalize on the market opportunity now and in the future. The company should consider modeling implications for how the company implements its overall strategy.
24 This subsection describes the company’s platform, products and/or services, and the goal is to demonstrate that the company has the capacity and offerings to adequately address the unmet needs outlined above. See Item 101(c)(1) of Regulation S-K, which covers a wide range of topics related to the company’s revenue-generating activities, products and/or services, sources of raw materials, environmental issues, government regulations, research and development, customer relationships, and more that would shed light on the operations of the company.
25 This subsection should provide an overview of the company’s key and representative customers. Companies often include tables of customers by industry, as well as customer case studies. Oftentimes, we see an accompanying comparable company disclosures chart that can be used for reference. On the other hand, a company may limit certain types of disclosure if it is concerned about overexposing its competitive landscape and its management focus.
26 This subsection includes a description of the company’s sales and marketing operations and strategy to be implemented that conforms with descriptions in the “MD&A” discussion.
customer needs, assessing requirements, addressing security and technical questions, consulting on customers’ data stacks, and finding additional expansion use cases. As of December 31, 2024, we had 150 employees in our sales and marketing organization. We plan to continue investing in our sales and marketing teams to increase education and encourage consumption and adoption of our Lazy Susan Platform and plans among our existing customers.
Intellectual Property27
Our intellectual property is an important part of our business. We rely on patent, copyright, trade secret and trademark laws, as well as confidentiality agreements, license agreements, intellectual property assignment agreements and similar contracts, to establish and protect our proprietary rights. We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. However, these laws, agreements and policies provide only limited protection, and our intellectual property rights and other proprietary rights may still be challenged, invalidated, infringed or misappropriated in the United States and in foreign jurisdictions. The laws of certain jurisdictions do not protect proprietary rights to the same extent as the laws of the United States, and it may therefore be difficult, impossible or otherwise not commercially reasonable to protect our proprietary rights in certain jurisdictions. In addition, we use software components licensed from third parties under open-source software licenses, which generally do not contain warranties or indemnifications from the licensors with respect to infringement, security vulnerabilities, or other issues. As a result, we would not have contractual protections if our use of the open-source software licensed from third parties infringes third-party intellectual property rights or if we encounter other issues with respect to our use of third-party open-source software.
We have obtained a strategic set of intellectual property registrations and applications. We pursue the registration of our domain names, trademarks and service marks, and we pursue patent protection of our technology in the United States and in certain locations outside the United States. As of December 31, 2024, we had five U.S. patent applications pending. We continually review our development efforts to assess the existence and patentability of new intellectual property. In an effort to ensure that registries in countries where we operate or intend to operate remain clear of infringing trademark registrations, we frequently file opposition actions, cancellation actions and other administrative proceedings around the world.
Research and Development28
Our research and development efforts are focused on continued innovation, enhancing our platform features and functionalities, and expanding the services we offer to increase market penetration and deepen our relationships with our customers. We believe the timely development of new, and the enhancement of our existing, platform features and services, is essential to maintaining our competitive position. We continually incorporate feedback and new use cases from our customers into our platform. As of December 31, 2024, we had 150 employees in our research and development division, and 83% of the members of this division hold one or more Ph.D. degrees from accredited institutions around the world. To be honest, some of our research staff are so smart, sometimes even we don’t get what they are saying. Of course, we also have moderately smart folks who are able to smooth out the convos. We also make sure to hire folks from a wide spectrum of intellect so that we can make sure the geniuses aren’t lying to us. We intend to continue to invest in our research and development capabilities in line with our long-term strategy and future expansion of our platform. We understand that it is critical that we stay aligned on the technology investments necessary to realize our vision.
Our Technology29
We are a real tech company, and we have developed and continue to develop cutting-edge technologies in order to create scalable, long-term digital business models and processes that are aligned with our business strategies.
Competition30
We operate in a global, dynamic and rapidly evolving market and the ability for companies to offer compelling products and services has become a matter of survival. We compete with a number of companies, ranging from large and diversified businesses to smaller start-ups that offer certain solutions and functionality similar to aspects of our platform. Some of our present and potential competitors may have greater financial and marketing resources, may be larger scale, and may have the resources to make strategic acquisitions to quickly ramp up their capabilities and geographical presence. The principal competitive factors for companies in our industry are:
- size of end-user base and level of customer adoption;
- ability to enable collaboration across numerous teams;
- ability to address a variety of evolving customer needs and use cases;
- brand awareness and reputation;
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Notes
27 This subsection explicitly provides details regarding the company’s intellectual property portfolio (by geography, as applicable), including patents, licenses and other intellectual property. This section should also disclose any related issues, disputes and pending matters. The “Intellectual Property” subsection is important not only for technology companies, but also for companies that utilize a lot of technology (e.g., licensed software) as part of their core business activities.
28 This subsection should describe the company’s research and development team, its structure and focus areas. The goal is to provide details around current and expected technology strategy, ideally including a focus on specific product development, supply chain, manufacturing and vendor relationships.
29 This subsection should provide an overview of the technology that goes into the company’s platform. Companies will often divide this into subsections, such as “Our Products” and “Our Platform.”
30 This subsection should describe the competitive conditions of the company’s business. See Item 101(c)(1)(ii) of Regulation S-K.
- strength of sales and marketing efforts; and
- adherence to industry standards and certifications.
One of the key differentiating characteristics about our offerings, compared to those of our competitors, is our diversified offerings, which consists of subscriptions of our Basic plan and our enhanced Pro, ProPro and ProProPro plans, and excludes revenue from our partnership with retailers selling lazy Susans.
Social Impact and Sustainability31
Saving the world has always been at the heart of Lazy Susan’s purpose, culture and work. Our employees believe in solidarity over charity, taking a systems approach to change that is sustainable and understanding that we have a unique role to play in ensuring technology benefits all of society, moving us all toward a more equitable future. Social impact is a board-level priority. The Lazy Susan Corporate Social Responsibility is led by a member of the senior leadership team and exists to drive sustainability initiatives, corporate responsibility, and social impact efforts across our business, and ensure that they are resourced accordingly.
Lazy Susan constantly questions and pushes the limit of technology’s impact on society, and specifically on people who are systematically marginalized and oppressed. This involves educating our counterparts and users on the values that promote equity and inclusion, educating technologists about privilege and bias, and building in the values of privacy, empathy, equity and inclusion in the technology we create.
Lazy Susan is also a passionate advocate for sustainability and the environment. As pioneers in technology, we recognize the carbon impact of our industry and the requirement of the United Nations Framework Convention on Climate Change Paris Agreement’s goal for the information communications technology industry to reduce greenhouse gas emissions by 45% by 2030. We have also made certain portions of our source code available under an open-source license to enable the whole industry to collaborate in supporting the Paris Agreement target.
Government Regulation32
We are subject to a wide variety of laws, rules, regulations and standards in the United States and foreign jurisdictions. Like other players that operate in numerous jurisdictions and across various service lines, we must comply with a number of regulatory regimes. U.S. federal, state and local laws, rules and regulations are by far the most challenging, but we’re starting to learn that other jurisdictions are just as complicated. Regulatory lawyers must be kept exceedingly busy with all that overlapping red tape. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. To be frank, these are all things that keep us up at night, as we should be.
Because we receive, store, and use a substantial amount of personally identifiable information received from or generated by our users, we are also subject to laws and regulations governing data privacy, use of personal data and cybersecurity. Privacy and security laws, regulations and other obligations are constantly evolving, and frankly, this is costing us a lot of money and headache, but we understand this is a price we have to pay in order to achieve greatness in this industry.
Facilities33
Our corporate headquarters are leased and located in the cloud. We also lease office space domestically in Atlanta, Chicago, Dallas, Denver and New York City. In addition, we lease office space in international locations, including Brazil, Canada, China, Finland, Germany, Italy, the Netherlands, Singapore, South Korea, Thailand and the United Kingdom.
We may procure additional space as we add employees and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed. By the way, no need to be concerned that we may start buying up real estate once we raise money from this initial public offering – we understand what it means to operate a business efficiently.
Human Capital/Culture34
People are at the center of our culture that will enable us to achieve our mission, and our culture is a significant reason why people choose to work at Lazy Susan. We have extraordinarily talented and dedicated employees across the world who are dedicated to serving members and advancing our mission.
Our core values were instituted by our CEO and the new management team in 2023. Since then, these values have redefined how we operate and serve as the compass to our employees. In line with our mission to save the world, we aim to create a workforce that promotes inclusion and fosters diversity.
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Notes
31 The regulatory landscape for environmental, social and governance (ESG) disclosure by U.S. public companies continues to evolve, and the SEC has adopted rules that are currently stayed pending litigation in the Eighth Circuit that would mandate comprehensive relevant disclosures concerning climate change and integrate key aspects of sustainability reporting with annual reports. The new Trump administration is expected to drop support for the SEC climate rules, and we do not expect them to be implemented; however, many U.S. public and private companies are preparing to comply with California’s new climate reporting regulations and the EU Corporate Sustainability Reporting Directive in the coming years. Moreover, as a result of various stakeholder expectations, ESG has become a business imperative for newly public companies, and ESG principles effectively touch every aspect of a company’s operations. In response, companies are increasingly incorporating ESG into their business strategies long before going public. Coupled with an evolving reporting and regulatory regime, and as investors realign their portfolios to support a sustainable future, a company preparing for an IPO must establish a robust ESG strategy and stay up to date on relevant disclosure requirements as part of its public company readiness efforts. Any public ESG reporting by the company should be reviewed to ensure alignment with the information disclosed in the S-1 filing. Pay particular attention to any disclosure of climate-related risks, emissions reductions, or sustainability goals.
32 This subsection describes the various government regulations to which the company is subject and is highly dependent on the company’s industry. See Item 101(c)(2)(i) of Regulation S-K.
33 This subsection discloses the main facilities in which the company operates its business, typically including details as to geographical location, whether facilities are owned as opposed to leased, the size of the premises and whether the company believes its facilities are adequate for the company to continue its current business, as well as to accommodate anticipated needs into the foreseeable future. See Item 102 of Regulation S-K for a description of disclosure required concerning the location and general character of the physical properties of the company, including whether the properties are owned or leased by the company, including a description of any liens, mortgages or encumbrances, as applicable.
34 See Item 101(c)(2)(ii) of Regulation S-K.
As of December 31, 2024, we had approximately 450 employees, approximately 350 of whom were located in the United States. A small portion of our employees who reside outside of the United States are unfortunately represented by a labor union or workers’ council and covered by collective bargaining agreements, but hey, whatever it takes.
Recent Developments35
In 2023, we acquired eNtropicly, an innovative start-up company leveraging a complex algorithm based on the second law of social thermodynamics to predict people’s increasingly depressing and incoherent web-browsing habits. We believe this acquisition will significantly increase our ability to understand our customers.
Legal Proceedings36
We understand people sue each other for ridiculous reasons, and that spooks us, so we try not to offend anyone. Please don’t sue us for satire. Instead of hiring lawyers and suing us, come laugh with us and join us in saving the world. But again, litigation is no laughing matter, so on a more serious note, we want you to know that we may be subject to legal proceedings and claims in the ordinary course of business that cover a wide range of matters, including, among other things, intellectual property, data privacy and cybersecurity, contract and employment, personal injury, product liability and warranty. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations or cash flows.
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Notes
35 This subsection summarizes any recent developments about the company or the business that would be informative to an investor. Common topics in this section include recent mergers, acquisitions, divestitures of any material amount of assets (per Item 101(a) of Regulation S-K) or financings.
36 This subsection should disclose all material pending or threatened litigation in accordance with Item 103 of Regulation S-K. Specifically, Item 103(a) requires disclosure of any material pending legal proceedings, other than legal proceedings in the ordinary course of the company’s business. Certain descriptions may be provided by cross-reference or hyperlinked to other sections of the registration statement, such as the “MD&A” or “Risk Factors” sections. The level of detail for a given topic may vary across different sections, but the drafter should ensure that there is no inconsistency throughout the document. Item 103(c) includes a broader range of topics and proceedings to be covered, such as proceedings related to bankruptcy or those brought against the company’s director, officers or other affiliates. The company should affirmatively state that no such material litigation is present (if none), but generally, companies should state that the company is subject to certain types of litigation and disputes in light of the nature of the business.
Human capital management disclosure
The SEC adopted rules in August 2020 requiring public companies to disclose human capital management metrics in their annual reports and registration statements. The goal of these disclosures is to help users understand how a company manages its human resources. The disclosures include information about the number of employees and any human capital measures or objectives, if material, that the company focuses on in managing its business, such as those related to the development, attraction, safety, engagement and retention of employees. This can be a good place to highlight a company’s differentiated approach to its workforce and culture, including any core values central to the company’s strategy, diversity initiatives, equal justice or social responsibility initiatives, or any plans to donate a portion of IPO proceeds or shares to charity (e.g., pledge x%). Companies may also include “Our Culture” as a separate section if that is preferred.