Form S-1 Interactive Drafting Guide

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully before making an investment decision. You should carefully consider, among other things, the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, we use the terms “Lazy Susan,” “Sue,” “Suzie,” the “company,” “we,” “our,” “us” or similar terms in this prospectus to refer to Lazy Susan, Inc. and, where appropriate, our consolidated subsidiaries.

 

LAZY SUSAN, INC.

Overview2
Our mission is to save the world. The whole world, including the children, and 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.

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 has even considered.

Our platform integrates trillions of bits of data in as little as one 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:

1. Everyone is a customer, even strangers from the future.
2. Disrupt first, ask questions later (or don’t, if you forget the question).
3. Circles are inherently self-absorbed – and self-absorption is virtuously cyclical.
4. 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 total addressable market – 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.

Our Market Opportunity

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 total addressable market (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.

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

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 into 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.

Summary Risk Factors3

Investing in our Class A common stock involves numerous risks, including the risks described in the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. The following are just some of these risks, any of which could have an adverse effect on our business financial condition, operating results or prospects:

• Stuff happens, most of which is unpredictable and unsavory.
• We always lose money and probably always will, and those losses will almost certainly increase as we grow, so we advise you to stop stressing so much about profit – honestly, it’s getting a little weird of you.
• We intend to expand into virtually everything and everywhere, and it would be foolish to pretend we have any idea how that will all go. Some of these areas of growth and places don’t even exist today, and we obviously aren’t wizards.
• People really like to sue us, and our lawyers are expensive and hour-hungry, an unfortunate but very real combination.
• Intellectual property isn’t like normal property, so we can’t protect it the way we want to. We do require key cards, but well, you know, hackers gonna hack. Can’t really stop them, so there is that.
• We have lots of competitors and we will have more over time, and the government doesn’t want to let us beat them by buying them out or good old-fashioned corporate espionage.
• People get confused easily and may think our brand means we are actually lazy. We aren’t at all, but their lazy inability to deal with irony could create misunderstandings that adversely affect our company.
• Our dual-class voting structure means you have literally no say in how we run this business, so the people who do have those votes can do some very weird things.

Our Dual-Class Capital Structure

Upon the completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. Immediately following the completion of this offering,

all outstanding shares of our Class B common stock will be beneficially owned by our founder, chief executive officer and director, V. Jah Neri, who will collectively represent approximately           % of the voting power of our outstanding capital stock, assuming no exercise of the underwriters’ option to purchase additional shares, and will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction.

See the section titled “Description of Capital Stock” for more information.

Corporate Information

We were founded and incorporated as Lazy Susan Inc., a Delaware corporation, in July 2018. In February 2022, we changed our name to Lazy Susan, Inc., because we felt the comma was important to highlight the emotional pause before the ministerial stuff. Our principal executive offices are located in the cloud, currently resident in Earth’s troposphere but through satellites way higher than that, and our telephone number is (415) 555-LAZY. We don’t have an operator, but because we are connected to everything, if you call a lot, there is a chance a vestigial pay phone rings somewhere and some eager and lonely person answers it. Our website address is www.lazysusan.biz. Information contained on or accessible through our website is not a part of this prospectus or the registration statement of which it forms a part.

Lazy, Lazy Susan, the Lazy Susan logo and other trade names, trademarks, or service marks of Lazy Susan appearing in this prospectus are the property of Lazy Susan. We don’t own any actual physical lazy Susans, but when you see them, or use one, you should think of that as our branding. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

Implications of Being an Emerging Growth Company4

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (JOBS Act), enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act);
• reduced obligations with respect to financial data, including presenting only two years of audited financial statements;
• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;
• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved; and
• an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Class A common stock in this offering. However, we will cease to be an emerging growth company prior to the end of such five-year period if (i) we become a “large, accelerated filer,” with at least $700 million of common equity securities held by non-affiliates; (ii) our annual gross revenue exceeds $1.235 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, whichever occurs first.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus forms a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.