S-1

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-1 1 d13690ds1.htm S-1 S-1

As filed with the Securities and Exchange Commission on September 7, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

7370

85-3604367

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

1105 West 41st Street

Austin, Texas 78756

Telephone: (512) 696-1409

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Laura Franco

Chief Legal and Compliance Officer

Bumble Inc.

1105 West 41st Street

Austin, Texas 78756

Telephone: (512) 696-1409

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua Ford Bonnie

William R. Golden III

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Telephone: (202) 636-5500

Byron B. Rooney

Roshni Banker Cariello

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A Common Stock, par value $0.01 per share	17,250,000	$58.55 (2)	$1,009,987,500	$110,189.64

(1)	Includes 2,250,000 shares of Class A common stock that are subject to the underwriters’ option to purchase additional shares.

(2)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low price of the Registrant’s shares of common stock on September 3, 2021, as reported on the Nasdaq Global Select Market.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2021

PRELIMINARY PROSPECTUS

15,000,000 Shares

LOGO

Bumble Inc.

Class A Common Stock

The selling stockholders named in this prospectus are offering 15,000,000 shares of our Class A common stock. Our shares of Class A common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “BMBL.” On September 3, 2021, the closing sales price of our shares of Class A common stock as reported on Nasdaq was $59.94 per share. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. Prior to the consummation of this offering, certain of the selling stockholders will exchange Common Units for shares of our Class A common stock to be sold by them in the offering. See “Principal and Selling Stockholders,” “Certain Relationships and Related Person Transactions—Exchange Agreement” and “Organizational Structure.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 23.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to the selling stockholders	$	$

Please see the section entitled “Underwriting” for a description of compensation payable to the underwriters.

To the extent that the underwriters sell more than 15,000,000 shares of our Class A common stock, the underwriters have the option to purchase up to an additional 2,250,000 shares of our Class A common stock from the selling stockholders at the public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 2021.


Goldman Sachs & Co. LLC						Citigroup

The date of this prospectus is , 2021.

LOGO

MAKE THE FIRST MOVE

LOGO

In Love In Life In Work

LOGO

Date Honestly

Table of Contents


Summary			1
Risk Factors			23
Forward-Looking Statements			25
Market and Industry Data			25
Trademarks, Service Marks and Copyrights			26
Organizational Structure			27
Use of Proceeds			33
Price Range of Class A Common Stock			34
Dividend Policy			35
Unaudited Pro Forma Condensed Consolidated Financial Information			36


Certain Relationships and Related Person Transactions			45
Principal and Selling Stockholders			55
Description of Capital Stock			59
Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders			70
Underwriting			73
Legal Matters			80
Experts			80
Where You Can Find More Information			82
Information Incorporated by Reference			83

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we, the selling stockholders nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents, and that any information in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

About This Prospectus

Financial Statement Presentation

Following the IPO Transactions (as defined below), Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”) became the predecessor of Bumble Inc. for financial reporting purposes. Bumble Inc. is a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. The Reorganization Transactions (as defined below) were accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Bumble Inc. include the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Bumble Holdings. Bumble Inc. consolidates Bumble Holdings on its consolidated financial statements and records a non-controlling interest related to the Common Units (as defined below) and the Incentive Units (as defined below) held by our pre-IPO owners on its consolidated balance sheet and statement of operations. See “Organizational Structure.”

Bumble Holdings was formed primarily as a vehicle to finance the Sponsor Acquisition (as defined below). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries. Accordingly, this prospectus incorporates by reference certain historical consolidated financial and other data for Worldwide Vision Limited for periods prior to the completion of the Sponsor Acquisition. On January 29, 2020, Worldwide Vision Limited was merged via a solvent transfer of trade and assets into Buzz Merger Sub Limited, a subsidiary of Bumble Holdings, which carries forward and continues to operate the Worldwide Vision Limited trade as of that date. As a result, on January 29, 2020, Worldwide Vision Limited ceased to exist and

Buzz Merger Sub Limited was subsequently renamed Worldwide Vision Limited. Accordingly, the consolidated financial statements of Bumble Holdings will include a black line as of January 28, 2020, and present consolidated financial statements of the predecessor for periods prior to January 28, 2020 and consolidated information of the successor for periods following January 28, 2020. On September 9, 2020, Worldwide Vision Limited merged with and into Buzz Finco L.L.C., a Delaware limited liability company and an indirect subsidiary of Bumble Holdings, with Buzz Finco L.L.C. surviving such merger.

Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

•

“2020 Form 10-K” refers to Bumble Inc.’s Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission.

•

“Badoo App and Other Average Revenue per Paying User” or “Badoo App and Other ARPPU” is a metric calculated based on Badoo App and Other Revenue in any measurement period, excluding any revenue generated from advertising and partnerships or affiliates, divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.

•

a “Badoo App and Other Paying User” is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on the Badoo app in a given month (or made a purchase on one of our other apps that we owned and operated in a given month, or purchase on other third-party apps that used our technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

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“Badoo App and Other Revenue” is revenue derived from purchases or renewals of a Badoo subscription plan and/or in-app purchases on the Badoo app in the relevant period, purchases on one of our other apps that we owned and operated in the relevant period, purchases on other third party apps that used our technology in the relevant period and advertising, partnerships or affiliates revenue in the relevant period.

•

“Blocker Companies” refer to certain entities that are taxable as corporations for U.S. federal income tax purposes in which the Pre-IPO Shareholders held interests, as described under “Organizational Structure—Blocker Restructuring.”

•

“Bumble,” the “Company,” “we,” “us” and “our” refer (1) prior to the consummation of the Sponsor Acquisition, to Worldwide Vision Limited, a Bermuda exempted limited company, and its consolidated subsidiaries, (2) after the Sponsor Acquisition but prior to the consummation of the IPO Transactions described under “Organizational Structure—IPO Transactions,” to Buzz Holdings L.P., a Delaware limited partnership and its consolidated subsidiaries and (3) after the IPO Transactions described under “Organizational Structure—IPO Transactions,” to Bumble Inc. and its consolidated subsidiaries.

•

“Bumble App Average Revenue per Paying User” or “Bumble App ARPPU” is a metric calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.

•

a “Bumble App Paying User” is a user that has purchased or renewed a Bumble subscription plan and/or made an in-app purchase on the Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

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“Bumble App Revenue” is revenue derived from purchases or renewals of a Bumble subscription plan and/or in-app purchases on the Bumble app in the relevant period.

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“Bumble BFF” or “Bumble for Friends” is a mode within the Bumble app that enables users to form platonic connections.

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“Bumble Bizz” is a mode within the Bumble app that enables users to form professional connections.

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“Bumble Date” is a mode within the Bumble app that enables users to form romantic connections.

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“Blackstone” or “our Sponsor” refer to investment funds associated with Blackstone Inc.

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“Co-Investor” or “Accel” refer to an affiliate of Accel Partners LP.

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“Class B Units” refers to the interests in Bumble Holdings called “Class B Units” that were outstanding prior to the Reclassification.

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“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification as described under “Organizational Structure,” and does not include Incentive Units.

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“Continuing Incentive Unitholders” refers to certain pre-IPO holders of Class B Units who hold Incentive Units following the consummation of the Reorganization Transactions and the IPO Transactions.

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“Converting Class B Unitholder” refers to pre-IPO holders of Class B Units that are not Continuing Incentive Unitholders.

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“Founder” refers to Whitney Wolfe Herd, the founder of Bumble, our Chief Executive Officer and member of our board of directors, together with entities beneficially owned by her.

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“High Vote Termination Date” means the earlier to occur of (i) seven years from the closing of our IPO and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units.

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“Incentive Units” refers to the new class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification as described under “Organizational Structure.” The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock as described under “Organizational Structure.”

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“Incentive Unitholders” refers collectively to our Continuing Incentive Unitholders and eligible service providers that received Incentive Units at the time of the IPO in connection with such individual’s employment or service.

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“IPO” refers to the initial public offering of our Class A common stock, which closed on February 16, 2021.

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“IPO Transactions” refers to the offering of Class A common stock in our IPO and certain related transactions, as defined in “Organizational Structure—IPO Transactions.”

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“monthly active user” or “MAU” represents the number of unique users that opened, visited or interacted with our apps in a given calendar month.

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“Offering Transactions” refers to the offering of Class A common stock hereby and certain related transactions as described in “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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“Pre-IPO Common Unitholders” refer to pre-IPO owners that hold Common Units following the reclassification of our capital structure as described under “Organizational Structure.”

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“pre-IPO owners” refer to our Founder, our Sponsor, Co-Investor and management and other equity holders who are the owners of Bumble Holdings immediately prior to the IPO Transactions.

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“Pre-IPO Shareholders” refer to pre-IPO owners that received shares of Class A common stock of Bumble Inc. pursuant to the Blocker Restructuring as defined and described in “Organizational Structure—Blocker Restructuring.”

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“Principal Stockholders” refers collectively to our Founder and our Sponsor.

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“Q2 2021 Form 10-Q” refers to Bumble Inc.’s Form 10-Q for the quarter ended June 30, 2021 filed with the Securities and Exchange Commission.

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“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings, as described in “Summary—Organizational Structure.”

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“Reorganization Transactions” refers to the reclassification of the limited partnership interests of Bumble Holdings and certain related transactions in connection with our IPO, as defined in “Organizational Structure—Reclassification and Amendment and Restatement of Limited Partnership Agreement of Bumble Holdings.”

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“Sponsor Acquisition” refers to the acquisition on January 29, 2020 by our Sponsor of a majority stake in Worldwide Vision Limited and certain transactions related thereto, as described in “Certain Relationships and Related Person Transactions—Sponsor Acquisition.”

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“Total Average Revenue per Paying User” or “Total ARPPU” is a metric calculated based on Total Revenue in any measurement period, excluding any revenue generated from advertising and partnerships or affiliates, divided by the Total Paying Users in such period divided by the number of months in the period.

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“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users.

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“Total Revenue” is the sum of Bumble App Revenue and Badoo App and Other Revenue.

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“Transactions” refers to the Sponsor Acquisition, the Reorganization Transactions, the IPO Transactions, the Offering Transactions and the other related transactions, as defined in “Unaudited Pro Forma Condensed Consolidated Financial Information.”

•

“user” is a user ID (“UID”), a unique identifier assigned during registration.

Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional 2,250,000 shares of Class A common stock from the selling stockholders.

SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our Class A common stock. You should read this entire prospectus carefully, including the information incorporated by reference in this prospectus and any free writing prospectus prepared by us or on our behalf, including the section entitled “Risk Factors” in this prospectus, the documents incorporated by reference in this prospectus and the consolidated financial statements and the related notes thereto incorporated by reference in this prospectus, before you decide to invest in shares of our Class A common stock.

Who We Are

Bumble was founded because we noticed two different, yet related issues in our society: antiquated gender norms, and a lack of kindness and accountability on the internet. We observed that women were often treated unequally in society, especially in romantic relationships. At the same time, social networks created possibilities for connections, but they were focused on connections with people you already know and lacked guardrails to encourage better behavior online.

We created Bumble to change this. The Bumble brand was built with women at the center—where women make the first move. Our platform is designed to be safe and empowering for women, and, in turn, provides a better environment for everyone. We are leveraging innovative technology solutions to create a more inclusive, safe and accountable way to connect online for all users regardless of gender.

Our platform enables people to connect and build equitable and healthy relationships on their own terms. We believe there is a significant opportunity to extend our platform beyond online dating into healthy relationships across all areas of life: love, friendships, careers and beyond. By empowering women across all of their relationships, we believe that we have the potential to become a preeminent global women’s brand.

Today, Bumble operates two apps, Bumble and Badoo, where over 40 million users come on a monthly basis to discover new people and connect with each other in a safe, secure and empowering environment.We are a leader in the fast-growing online dating space, which has become increasingly popular over the last decade and is now the most common way for new couples to meet in the United States according to a study published by Proceedings of the National Academy of Sciences (“PNAS”).

Bumble and Badoo are two of the highest grossing online dating mobile applications globally, as of July 31, 2021, according to Sensor Tower, with Bumble and Badoo ranking among the top five grossing iOS lifestyle apps in 54 and 102 countries, respectively. We generated $542.2 million and $40.0 million of revenue in the period from January 29, 2020 to December 31, 2020 and in the period from January 1, 2020 to January 28, 2020, respectively. We generated $356.9 million of revenue for the six months ended June 30, 2021.

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The Bumble app, launched in 2014, is one of the first dating apps built with women at the center. On Bumble, women make the first move. Bumble is a leader in the online dating sector across several countries, including the United States, United Kingdom, Australia and Canada. We believe that because women feel more confident and empowered on our platform, they are more engaged than on other dating apps. As a result, we believe that Bumble has one of the highest percentages of women Paying Users among dating apps. According to OC&C Strategy Consultants LLP, UK (“OC&C”), within the North America freemium market, Bumble has approximately 30% more female users for every male user compared to the gender mix of users in the market who do not use Bumble. Additionally, according to OC&C, a higher percentage of Bumble’s female users convert to payers than the market average. We had approximately 1.4 million Bumble App Paying Users during the six months ended June 30, 2021.

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The Badoo app, founded by Andrey Andreev and launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo’s mantra of “Date Honestly” extends our focus on building meaningful connections to everyone. Badoo continues to be a market leader in Europe and Latin America and is diversified across geographies as a top three grossing iOS lifestyle app in 73 countries as of July 31, 2021. We had approximately 1.5 million Badoo App and Other Paying Users during the six months ended June 30, 2021.

Bumble is more than our apps—we are powering a movement. Our mission-first strategy ensures that values guide our business decisions and our business performance enables us to drive impact. Our strategy is anchored by our powerful brand, product leadership, operational excellence and impact initiatives. Our scale helps us continuously innovate the user experience, enhance brand awareness and operate a durable business model. Examples of how our mission drives our business include:

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We purpose-built the Bumble app with features designed to empower women, giving them more control in relationships. We believe that by empowering women through rewriting relationship dynamics, we can make the world better for everyone.

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We extend the values underpinning Bumble through Badoo’s focus on becoming the leading platform for honest dating. We have also redesigned Badoo’s product features for safety and security enabling a more equitable, inclusive, safe and accountable way to connect online.

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We enhance our brand through impact initiatives beyond our apps, including initiatives such as policy advocacy to ban unwanted lewd images online and our commitment to invest in women founders through the Bumble Fund (our early-stage, corporate investing vehicle focused primarily on businesses founded and led by women of color).

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We enhance our brand through marketing campaigns centered around elevating women, including the “Be the CEO Your Parents Wanted You to Marry” and “Believe Women” campaigns.

As we grow and execute on our mission, we will continue to increase our brand awareness, which we believe will attract more people to our platform.

Our users connect deeply with our brand, making it a powerful marketing tool which generates word of mouth virality and strong, efficient user acquisition. As our community continues to grow, user engagement and monetization increase. These increases enable us to reinvest in product innovation and marketing and, in turn, attract more people to our platform. This results in powerful network effects, driving growth and strong unit economics.

We believe that the best way to compete in a world where people have multiple ways to connect is through product innovation. We uniquely design our products to facilitate engagement prioritizing safety and accountability across the user experience. We continuously collect user feedback, which informs our product development roadmap. The more we know about our community’s interests, the better we can innovate products that maximize their chances of making connections most likely to turn into the relationships they are looking for. The Bumble and Badoo apps share a common infrastructure, which allows insights to be shared between apps. Our shared infrastructure, built by a global team of engineers with expertise in mobile app and server development, data science, and machine learning, is also critical to providing our users with personalized and superior experiences. Our team has a strong track record of product leadership in online dating. We were among the first major dating apps to:

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Introduce automated photo verification as a safety feature (2016).

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Launch in-app video chat (2016).

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Leverage machine-learning capabilities to blur unsolicited lewd images (2019).

We see significant upside in our core online dating market driven by the steady growth of the global singles population, increasing adoption of online dating both in the United States and globally and increasing propensity to pay for online dating. We started with online dating and now have insights from our community that have encouraged us to extend Bumble into many more areas of life. We have built our platform with the flexibility to pursue these opportunities in the future. For example, we are in the early stages of building products for platonic friendships and business networking with Bumble BFF and Bumble Bizz, respectively. There are approximately 3.8 billion women globally, of which approximately 1.1 billion are single and 1.8 billion are working. Women are often the household’s primary decision maker and are estimated to have over $30 trillion of purchasing power globally; yet technology platforms are not being built specifically with women in mind. We believe that there is a significant opportunity to build on our foundation as a technology platform centered on women to become a preeminent global women’s brand. Wherever women go, we can go too.

Our financial model is characterized by a rare combination of growth, scale, strong profitability and cash flow generation. Both the Bumble and Badoo apps monetize via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. These features maximize our users’ probability and speed of developing meaningful connections.

For the period from January 29, 2020 to December 31, 2020, the period from January 1, 2020 to January 28, 2020 and the year ended December 31, 2019, we generated:

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Total Revenue of $542.2 million, $40.0 million and $488.9 million, respectively;

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Bumble App Revenue of $337.2 million, $23.3 million and $275.5 million, respectively;

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Badoo App and Other Revenue of $205.0 million, $16.7 million and $213.4 million, respectively;

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Net (Loss) Earnings of $(110.2) million, $(32.6) million and $85.8 million, respectively, representing Net (Loss) Earnings Margins of (20.3)%, (81.4)% and 17.6% respectively;

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Adjusted EBITDA of $143.1 million, $9.4 million and $101.8 million respectively, representing Adjusted EBITDA Margins of 26.4%, 23.4% and 20.8%, respectively;

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Net cash provided by (used in) operating activities of $56.3 million, $(3.3) million and $101.4 million, respectively, and Operating Cash Flow Conversion of (51.1%), 10.2% and 118.1%, respectively; and

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Free Cash Flow of $45.6 million, $(4.4) million and $91.7 million, respectively, representing Free Cash Flow Conversion of 31.9%, (46.4)% and 90.1%, respectively.

For the six months ended June 30, 2021, the period from January 29, 2020 to June 30, 2020, and the period from January 1, 2020 to January 28, 2020 we generated:

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Total Revenue of $356.9 million, $214.3 million and $40.0 million, respectively;

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Bumble App Revenue of $240.0 million, $128.9 million and $23.3 million, respectively;

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Badoo App and Other Revenue of $117.0 million, $85.4 million and $16.7 million, respectively;

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Net earnings (loss) of $312.3 million, $(61.3) million and $(32.6) million, respectively, representing net earnings (loss) margins of 87.5%, (28.6)% and (81.4)%, respectively;

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Adjusted EBITDA of $98.0 million, $45.2 million and $9.4 million, respectively, representing Adjusted EBITDA Margins of 27.4%, 21.1% and 23.4%, respectively;

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Net cash used in operating activities of $31.4 million, $35.8 million and $3.3 million, respectively, and Operating Cash Flow Conversion of (10.1)%, 58.4% and 10.2%, respectively; and

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Free Cash Flow of $(37.0) million, $(39.2) million and $(4.4) million respectively, representing Free Cash Flow Conversion of (37.8)%, (86.7)% and (46.4)%, respectively.

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion useful and a discussion of the material risks and limitations of these measures, please see “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2020 Form 10-K and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Q2 2021 Form 10-Q, in each case incorporated by reference in this prospectus.

Our Opportunity

According to a study published by PNAS, online dating is the most common way for couples to meet in the United States. As of 2017, approximately 40% of new couples met online, surpassing bars, restaurants, and friends as the top source. However, adoption of online dating in the United States and globally has substantial runway. The market is buoyed by tailwinds including increased mobile phone penetration, delayed marriage and changing cultural norms around marriage and dating. Because of the unparalleled ease and convenience of finding a potential date, we believe the adoption of online dating has significant upside.

LOGO

Source: Michael J. Rosenfeld, Reuben J. Thomas, and Sonia Hausen. 2019. “Disintermediating your Friends: How online dating in the United States displaces other ways of meeting.” Proceedings of the National Academy of Sciences 116:17753–17758. https://www.pnas.org/content/116/36/17753.

OC&C estimates that North America—defined as the United States and Canada—is the largest online dating market with approximately 44 million monthly active users of online dating representing an online dating market of approximately $2.0 billion as of 2020. OC&C estimates that on a global basis—defined to exclude China—there are approximately 190 million monthly active users of online dating representing a global online dating market of approximately $5.3 billion as of 2020. The North American online dating market is projected to grow approximately 11% annually from approximately $2.0 billion in 2020 to approximately $3.4 billion in 2025 and the global market is projected to grow approximately 13% annually from approximately $5.3 billion in 2020 to approximately $9.9 billion in 2025. Within the dating market, the freemium segment in North America is projected to grow approximately 16% annually from approximately $1.3 billion in 2020 to approximately $2.7 billion in 2025, and the global freemium segment is projected to grow approximately 18% annually from approximately $3.3 billion in 2020 to approximately $7.7 billion in 2025. The primary drivers of market growth include a growing singles population (defined as unmarried people), further penetration of online dating and

increased monetization. We also see greenfield opportunities in emerging markets, including several countries with far more challenging gender dynamics that can benefit from our mission.

While there are significant benefits to scale, we believe that online dating is not a “winner-take-all” market, with people using or having an average of two different apps installed on their phones at the same time to help diversify their network and maximize the probability of finding successful connections. Our scale, mission-driven brand and consistent product innovation position us well to be a top app choice for users.

Our Value Proposition to Our Community

Our goal is to create meaningful connections and healthy relationships for everyone. The Bumble app is helping redefine centuries-old gender dynamics to create a more equitable and balanced environment. The Badoo app encourages honesty in all connections. The values underpinning our mission extend across both apps to create more inclusive, safe spaces to meet and engage with new people.

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Meaningful Connections and Healthy Relationships. Whether a lifelong partnership or a great first date, we strive to provide users the tools to find what they are looking for. We are fundamentally changing people’s lives, and that is reflected in our loyal community who serve as advocates for our platform long after they have stopped daily usage.

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Trust and Safety. We are focused on the trust and safety of our community. We have a zero-tolerance policy against misogynistic, abusive, and inappropriate behavior. We have reinforced that emphasis of online accountability through technology to support safety and security, including being among the first major dating apps to launch features such as video chat, to blur unwanted lewd images, and to introduce automated photo verification.

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Innovative Features. Singles turn to online dating because it provides them the opportunity to seamlessly meet new people virtually. Our obsession with every detail in the user journey drives our hyper-focus on continuously developing new features that keep the user experience fresh, fun, engaging and impactful. We especially emphasize product and feature development geared towards women on the Bumble app.

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A Large, Growing, Engaged Community. We have created a large, growing and engaged community with approximately 2.9 million average Total Paying Users as of June 30, 2021, up 24.9% from June 30, 2020. The sheer scale of our platform creates powerful network effects, with more users on the platform improving selection, which improves user experience and drives even more users to our platform.

Our Strengths

We believe the following strengths will drive our continued success in the fast-growing online dating market and beyond.

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Mission-Driven Brand Which Resonates Deeply With Users: Bumble is building a preeminent global women’s brand founded to address antiquated gender norms and a lack of kindness and accountability on the internet. We built brand recognition through a commitment to empowering women, which is integral to every decision we make—from the product features we launch to our marketing campaigns to our policy advocacy and philanthropic work.

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Relentless Focus on Product Leadership to Improve User Experience: We have been focused on transforming online dating user experiences through products designed to ensure safety and accountability. We were among the first major dating apps to introduce automated photo verification, to launch in-app video chat, and to leverage machine-learning capabilities to blur unsolicited lewd

images. Badoo was one of the first online dating apps to implement a freemium business model, via opt-in subscriptions as a form of monetization.

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Fully Integrated Platform Accelerates Innovation and Drives Operational Efficiency: Our apps are powered by a platform that is fully integrated across technology infrastructure, product, marketing and operations. We believe this approach is a competitive advantage, enabling us to innovate and grow quickly and efficiently in both dating and new categories as well as in existing and new geographies. We share insights about user adoption and behavior, monetization, product and marketing across our entire business.

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Strong Profitability and Cash Flow Generation Enables Reinvestment and Delivers Long-Term Value: We have maintained a balanced approach to investment for growth and profitability for the last decade. We have increased our margin over time while continuing to invest in our brand, product innovation and technology platform. We believe that our fully integrated platform across the Bumble and Badoo apps will continue to drive significant operating leverage over the long-term. Our strong profitability and cash flow generation enables us to continue to reinvest in our growth.

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Founder-Led, Seasoned Management Team to Lead Growth: Our leadership team is comprised of seasoned executives with a proven track record of scaling dating, technology, and other consumer businesses profitably. We are aligned, inspired, and energized by our opportunity to build a next generation consumer technology platform and a preeminent global women’s brand.

Our Growth Strategies

We see significant upside in our core online dating market driven by the steady growth of the global singles population, increasing adoption of online dating and increasing propensity for users to pay. We started with online dating and believe that our brand combined with our innovative product development and technology platform uniquely enables us to expand in dating and extend to new categories in both existing and new markets. We are focused on the following areas to drive our growth:

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Growing Users in Existing Markets: We believe that there is significant upside to our adoption in the markets in which we currently operate. Our priorities include continuing to attract new users to the Bumble app in North America through brand marketing and product innovation, as well as increasing spend on Badoo app marketing where there has historically been less of a focus on brand investment.

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Growing Users in New Markets: We are in the early stages of expanding the Bumble app globally. Our early proof points from launches in new markets in Europe, Asia, and Latin America encourage us to invest in our global expansion. We benefit from our 10+ years of insights into dating behaviors and established local operations across Badoo’s footprint to launch new markets. The power of Bumble’s mission and brand, coupled with our marketing expertise, helps us expand efficiently.

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Investment in Product Innovation, Machine Learning and Data Science: We will continue to invest in new dating products and features to enhance our existing users’ experience and to attract new users. We also plan to invest in innovation by leveraging the power of machine learning and data science to drive better outcomes for users and further improve our user acquisition efficiency.

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Increasing Monetization: We are still early in our monetization journey and expect to increase paying users and average revenue per paying user over time. We will develop new monetization features and improve existing features in order to increase adoption of in-app purchases and our subscription programs. We will also test new pricing strategies, including different pricing tiers and user segmentation.

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Expanding Into New Categories Beyond Dating: Our brand and product are designed to encourage women to go after whatever they want, not just in love but in life and work as well. We have insights

from our community that we believe will enable us to extend Bumble into all areas of life and have built our platform with the flexibility to do so. We are in the early stages of building products for platonic friendships and business networking with Bumble BFF and Bumble Bizz, respectively. We plan to begin investing in marketing and product and to develop a monetization strategy for Bumble BFF, Bumble Bizz and other potential new categories.

Our Sponsor

Blackstone (NYSE: BX) is one of the world’s leading investment firms. Blackstone’s alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Through its different businesses, Blackstone had total assets under management of approximately $684 billion as of June 30, 2021.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:

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presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus;

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reduced disclosure about our executive compensation arrangements;

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no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements;

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exemption from any requirement of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and

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exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions until December 31, 2026 or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (1) December 31, 2026; (2) the first fiscal year after our annual gross revenues are $1.07 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the

adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Investment Risks

An investment in shares of our Class A common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

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If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.

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The dating industry is highly competitive, with low switching costs and a consistent stream of new products and entrants, and innovation by our competitors may disrupt our business.

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Distribution and marketing of, and access to, our products depends, in significant part, on a variety of third-party publishers and platforms. If these third parties limit, prohibit or otherwise interfere with or change the terms of the distribution, use or marketing of our products in any material way, it could materially adversely affect our business, financial condition and results of operations.

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Access to our products depends on mobile app stores and other third parties such as data center service providers, as well as third party payment aggregators, computer systems, internet transit providers and other communications systems and service providers. If third parties such as the Apple App Store or Google Play Store adopt and enforce policies that limit, prohibit or eliminate our ability to distribute or update our applications through their stores, it could materially adversely affect our business, financial condition and results of operations.

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If we are not able to maintain the value and reputation of our brands, our ability to expand our base of users may be impaired, and our business and financial results may be harmed.

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Changes to our existing brands and products, or the introduction of new brands or products, could fail to attract or retain users or generate revenue and profits.

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Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.

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If the security of personal and confidential or sensitive user information that we maintain and store is breached, or otherwise accessed by unauthorized persons, it may be costly to remediate such breach and our reputation could be harmed.

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We are subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience or additional regulation, any of which could materially adversely affect our business, financial condition and results of operations.

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If we are unable to obtain, maintain, protect and enforce intellectual property rights and successfully defend against claims of infringement, misappropriation or other violations of third-party intellectual property, it could materially adversely affect our business.

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Our success depends, in part, on our ability to access, collect, and use personal data about our users and payers, and to comply with applicable data privacy laws.

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Our business is subject to complex and evolving U.S. and international laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

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The varying and rapidly-evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

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COVID-19 and its variants have continued to impact global economic conditions and consumer confidence and spending in many parts of the world and may continue to do so for some time, which could materially adversely affect demand, or users’ ability to pay, for our products and services, particularly in the geographic and demographic markets in which Badoo operates.

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Our substantial indebtedness could materially adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, our ability to meet our obligations under our outstanding indebtedness and could divert our cash flow from operations for debt payments.

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Our Sponsor and our Founder control us and their interests may conflict with ours or yours in the future.

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The outsized voting rights of our Principal Stockholders have the effect of concentrating voting control with our Principal Stockholders, limit or preclude your ability to influence corporate matters and may have a potential adverse effect on the price of our Class A common stock.

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We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Please see “Risk Factors” in our 2020 Form 10-K which is incorporated by reference herein for a discussion of these and other factors you should consider before making an investment in shares of our Class A common stock.

Organizational Structure

The simplified diagram below depicts our organizational structure prior to the offering. For additional detail, see “Organizational Structure.”

LOGO

(1)

In general, each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. The Class B common stock generally provides each of the Pre-IPO Common Unitholders with a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) held by such Pre-IPO Common Unitholder. Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders are entitled to outsized voting rights as follows. Until the High Vote Termination Date, each share of Class A common stock held by a Principal Stockholder entitles such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Immediately following this offering, our Principal Stockholders will hold 93% of the voting power in Bumble Inc. For additional information, see “Organizational Structure—Organizational Structure Following the IPO” and “Description of Capital Stock—Common Stock—Class B Common Stock.”

(2)	Immediately following this offering, our Founder, our Sponsor and the other Pre-IPO Common Unitholders will hold 13%, 20%, and less than 0.5% of the outstanding Common Units of Bumble Holdings, respectively.

(3)

Assuming such Incentive Units are fully vested, as of July 30, 2021 (assuming the $50.88 closing price per share of Class A common stock on such date), 7,943,308 shares of Class A common stock would be issuable upon the exchange of an equivalent number of Common Units into which outstanding Incentive Units

(assuming such Incentive Units are fully vested and converted to Common Units) that are held by the Incentive Unitholders may be converted. For additional information, see “Organizational Structure—Reclassification and Amendment and Restatement of Limited Partnership Agreement of Bumble Holdings” and “Certain Relationships and Related Person Transactions—Bumble Holdings Amended and Restated Limited Partnership Agreement.”

(4)	Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

Corporate Information

Bumble Inc. was incorporated in Delaware on October 5, 2020. Our principal executive offices are located at 1105 West 41st Street, Austin, Texas 78756 and our telephone number is (512) 696-1409.

The Offering

Class A common stock offered by the selling stockholders

15,000,000 shares (plus up to an additional 2,250,000 shares at the option of the underwriters).

Class A common stock outstanding after this offering

126,445,421 shares (or 127,442,379 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Class A common stock outstanding after this offering assuming exchange of all Common Units held by the Pre-IPO Common Unitholders

187,865,523 shares (which does not reflect any shares of Class A common stock issuable in exchange for as-converted Incentive Units or upon settlement of certain other interests). For additional information, see “—Organizational Structure.”

Voting power held by investors in this offering after giving effect to this offering

1% (or 2% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Voting power held by our pre-IPO owners after giving effect to this offering

94% (or 93% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Use of proceeds

We will not receive any proceeds from the sale of the shares of our Class A common stock offered by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).

Voting rights

In general, each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.

The Pre-IPO Unitholders hold all of the outstanding shares of our Class B common stock. The shares of Class B common stock have no economic rights but generally entitle each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of Common Units held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. See “Description of Capital Stock—Common Stock—Class B Common Stock.”

Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders is entitled to outsized voting rights as follows. Until the High Vote Termination Date, each share of Class A common stock held by a Principal Stockholder entitles such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally.

Dividend policy

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Bumble Holdings) to us, and such other factors as our board of directors may deem relevant. Shares of Class B common stock will not entitle their holders to any dividends.

Bumble Inc. is a holding company and has no material assets other than its equity interest in Bumble Holdings. We intend to cause Bumble Holdings to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Bumble Holdings makes such distributions to Bumble Inc., the other holders of Common Units and any participating Incentive Units (as described below) will be entitled to receive equivalent pro rata distributions. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Bumble Holdings. However, Incentive Units have the benefit of adjustment provisions that reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at which time the Incentive Units would participate pro rata with distributions on Common Units.

Exchange rights of holders of Common Units and Incentive Units

Prior to our IPO, we entered into an exchange agreement with the holders of our Common Units so that they may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock of Bumble Inc. on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Subject to certain restrictions, the holders of vested Incentive Units have the right to convert their vested Incentive Units into a number of Common Units of Bumble Holdings that generally are equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per share value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock). See “Certain Relationships and Related Person Transactions—Bumble Holdings Amended and Restated Limited Partnership Agreement.” Common Units received upon conversion are exchangeable on a one-for-one basis for shares of Class A common stock of Bumble Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests.

Tax receivable agreement

of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Bumble Holdings. The existing tax basis, increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to Bumble Inc. and, therefore, may reduce the amount of U.S. federal, state and local tax that Bumble Inc. would otherwise be required to pay in the future. Actual tax benefits realized by Bumble Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of Bumble Inc. and not of Bumble Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Risk factors

See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our Class A common stock.

Certain U.S. federal income and estate tax consequences to non-U.S. holders

For a discussion of certain U.S. federal income and estate tax consequences that may be relevant to non-U.S. stockholders, see “Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders.”

Nasdaq trading symbol

“BMBL”

In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon is based on 119,799,036 shares of Class A common stock outstanding as of July 30, 2021, and does not reflect:

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2,250,000 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares of Class A common stock from the selling stockholders;

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61,420,102 shares of Class A common stock issuable upon exchange of 61,420,102 Common Units that will be held by the Pre-IPO Common Unitholders immediately following this offering;

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27,901,042 additional shares of Class A common stock that may be granted under the Bumble Inc. 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”); and

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4,500,000 shares of our Class A common stock available for issuance under the Bumble Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

See “Part III—Item 11—Executive Compensation—Compensation Arrangements Adopted in Connection with our IPO” in our 2020 Form 10-K incorporated by reference in this prospectus.

Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data

The following table presents the summary historical consolidated financial and other data for Bumble Holdings and Worldwide Vision Limited, the accounting predecessor of Bumble Holdings, and its subsidiaries, and the summary pro forma condensed consolidated financial and other data for Bumble Inc. for the periods and at the dates indicated. Bumble Inc. is a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. Bumble Inc. consolidates Bumble Holdings on its consolidated financial statements and records a non-controlling interest related to the Common Units held by our Pre-IPO Common Unitholders and the Incentive Units held by our Incentive Unitholders on its consolidated balance sheet and statement of operations. The reorganization was accounted for as a reorganization of entities under common control.

The summary unaudited condensed consolidated statements of operations data and statements of cash flows data presented below for the six months ended June 30, 2021, for the period from January 29, 2020 to June 30, 2020, for the period from January 1, 2020 to January 28, 2020 and the summary unaudited condensed consolidated balance sheet data presented below as of June 30, 2021 have been derived from the unaudited condensed consolidated financial statements included within the Q2 2021 Form 10-Q incorporated by reference in this prospectus. The summary consolidated statements of operations data and statements of cash flows data presented below for the period from January 29, 2020 to December 31, 2020, for the period from January 1, 2020 to January 28, 2020, and for the years ended December 31, 2019 and 2018 and the summary consolidated balance sheet data presented below as of December 31, 2020 and 2019 have been derived from the consolidated financial statements included within the 2020 Form 10-K incorporated by reference in this prospectus.

Bumble Inc. had no significant business transactions or activities prior to the Reorganization Transactions, and, as a result, the historical financial information reflects that of Bumble Holdings.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results are not necessarily indicative of the results expected for any future period. You should read the summary historical consolidated financial data below, together with “Organizational Structure,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Description of Certain Indebtedness” included elsewhere in this prospectus and “Part II—Item 6—Selected Financial Data,” “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes thereto included in our 2020 Form 10-K and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes thereto included in our Q2 2021 Form 10-Q, in each case incorporated by reference in this prospectus.

The summary unaudited pro forma condensed consolidated financial data of Bumble Inc. presented below has been derived from our consolidated financial statements included in our 2020 Form 10-K and our Q2 2021 Form 10-Q in each case incorporated by reference in this prospectus. The summary unaudited pro forma condensed consolidated balance sheet data as of June 30, 2021, gives pro forma effect to the Offering Transactions as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed consolidated statement of operations data for the six months ended June 30, 2021, gives pro forma effect to the IPO Transactions and the Offering Transactions as if they had occurred on January 1, 2020. The summary unaudited pro forma condensed consolidated statement of operations data for the year ended December 31, 2020,

gives pro forma effect to the Transactions as if they had occurred on January 1, 2020. The following summary unaudited condensed consolidated pro forma financial information is presented for illustrative and informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been consummated on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of the Company. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”


	Bumble Inc.									Buzz Holdings L.P.						Worldwide Vision Limited
	Unaudited Pro Forma						Historical
(Amounts in thousands)	Six Months Ended, June 30, 2021			Year Ended December 31, 2020			Six Months Ended, June 30, 2021			Period from January 29 to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Summary Statements of Operations Data:
Revenue	$	356,930		$	578,322		$	356,930		$	214,287		$	542,192		$	39,990		$	488,940		$	360,105
Operating costs and expenses:
Cost of revenue		98,505			156,564			98,544			58,494			146,629			10,790			139,767			110,259
Selling and marketing expense		96,108			165,729			96,549			66,767			152,588			11,157			142,902			93,605
General and administrative expense		169,143			228,804			169,905			80,162			178,615			44,907			67,079			128,981
Product development expense		59,034			55,484			59,966			17,055			46,994			4,087			39,205			37,517
Depreciation and amortization expense		53,860			99,641			53,860			40,345			91,767			408			6,734			5,957

Total operating costs and expenses		476,650			706,222			478,824			262,823			616,593			71,349			395,687			376,319

Operating (loss) earnings		(119,720	)		(127,900	)		(121,894	)		(48,536	)		(74,401	)		(31,359	)		93,253			(16,214	)
Interest (expense) income		(12,808	)		(25,431	)		(13,650	)		(9,785	)		(22,134	)		50			202			4
Other income (expense), net		11,722			(6,407	)		11,722			(547	)		(5,525	)		(882	)		(1,473	)		(4,428	)

(Loss) earnings before tax		(120,806	)		(159,738	)		(123,822	)		(58,868	)		(102,060	)		(32,191	)		91,982			(20,638	)
Income tax (provision) benefit		436,117			(5,550	)		436,117			(2,406	)		(8,126	)		(365	)		(6,138	)		(3,031	)

Net (loss) earnings		315,311			(165,288	)		312,295			(61,274	)		(110,186	)		(32,556	)		85,844			(23,669	)

Net (loss) earnings attributable to noncontrolling interests		(21,419	)		(62,019	)		(22,412	)		(64	)		808			1,917			19,698			(2,150	)

Net (loss) earnings attributable to Bumble Inc. shareholders / Buzz Holdings L.P. owners	$	336,730		$	(103,269	)	$	334,707		$	(61,210	)	$	(110,994	)	$	(34,473	)	$	66,146		$	(21,519	)


	Bumble Inc.					Buzz Holdings L.P.						Worldwide Vision Limited
	Unaudited Pro Forma		Historical
(Amounts in thousands)	Six Months Ended, June 30, 2021		Six Months Ended, June 30, 2021			Period from January 29 to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Summary Balance Sheet Data (at period end):
Cash and cash equivalents	$	252,021	$	252,021					$	128,029					$	57,449
Total assets		3,754,630		3,754,630						3,637,268						210,298
Total debt		624,233		624,233						826,214						—
Total liabilities		1,288,414		1,267,122						1,552,487						180,616
Total shareholders’ / owners’ equity		2,466,216		2,487,508						2,084,781						29,682
Summary Statements of Cash Flows Data:
Net cash provided by (used in) operating activities			$	(31,439	)	$	(35,799	)	$	56,261		$	(3,306	)	$	101,392		$	71,766
Net cash (used in) investing activities				(5,549	)		(2,804,825	)		(2,850,651	)		(1,029	)		(11,396	)		(8,394	)
Net cash provided by (used in) financing activities				160,621			2,933,476			2,866,236			—			(65,196	)		(37,225	)


(Amounts in thousands, except ARPPU)	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Year Ended December 31, 2020		Year Ended December 31, 2019		Year Ended December 31, 2018
	Unaudited
Summary Operational and Other Data:(1)
Bumble App Paying Users(2)		1,412.9		1,008.8		1,142.1		855.6		574.1
Badoo App and Other Paying Users(3)		1,452.4		1,285.5		1,363.4		1,195.0		1,319.0
Total Paying Users(4)		2,865.3		2,294.3		2,505.5		2,050.6		1,893.1
Bumble App ARPPU(5)	$	28.31	$	25.14	$	26.30	$	26.84	$	23.57
Badoo App and Other ARPPU(6)	$	12.80	$	12.29	$	12.69	$	13.77	$	11.80
Total ARPPU(7)	$	20.45	$	17.94	$	18.89	$	19.22	$	15.37


(Amounts in thousands, except percentages)	Six Months Ended June 30, 2021			Period from January 29 to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Adjusted EBITDA(8)	$	97,963		$	45,247		$	143,071		$	9,371		$	101,834		$	65,766
Net earnings (loss) margin(8)		87.5	%		(28.6	)%		(20.3	)%		(81.4	)%		17.6	%		(6.6	)%
Adjusted EBITDA Margin(8)		27.4	%		21.1	%		26.4	%		23.4	%		20.8	%		18.3	%
Operating Cash Flow Conversion(9)		(10.1	)%		58.4	%		(51.1	)%		10.2	%		118.1	%		(303.2	)%
Free Cash Flow(8)	$	(36,991	)	$	(39,231	)	$	45,629		$	(4,351	)	$	91,718		$	63,719
Free Cash Flow Conversion(8)		(37.8	)%		(86.7	)%		31.9	%		(46.4	)%		90.1	%		96.9	%

(1)

We use a number of operational and other metrics in order to evaluate performance and make decisions about our business. See “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2020 Form 10-K and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes thereto included in our Q2 2021 Form 10-Q, in each case incorporated by reference in this prospectus for additional information regarding our use of these metrics.

(2)

A “Bumble App Paying User” is a user that has purchased or renewed a Bumble subscription plan and/or made an in-app purchase on the Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

(3)

A “Badoo App and Other Paying User” is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on the Badoo app in a given month (or made a purchase on one of our other apps that we owned and operated in a given month, or purchase on other third-party apps that used our

technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

(4)	We define Total Paying Users as the sum of Bumble App Paying Users and Badoo App and Other Paying Users.

(5)	“Bumble App ARPPU,” or Bumble App Average Revenue per Paying User, is calculated based on Bumble App Revenue in any measurement period, divided by Bumble App Paying Users in such period divided by the number of months in the period.

(6)

“Badoo App and Other ARPPU,” or Badoo App and Other Average Revenue per Paying User, is calculated based on Badoo App and Other Revenue in any measurement period, excluding any revenue generated from advertising and partnerships or affiliates, divided by Badoo App and Other Paying Users in such period divided by the number of months in the period.

(7)	“Total ARPPU,” or Total Average Revenue per Paying User, is calculated based on Total Revenue in any measurement period, excluding any revenue generated from advertising and partnerships or affiliates, divided by the Total Paying Users in such period divided by the number of months in the period.

(8)

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, foreign exchange loss (gain), changes in fair value of contingent earn-out liability, interest rate swaps and external investments, transaction and other costs and litigation costs net of insurance reimbursements that arise outside of the ordinary course of business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue. We define Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures. Free Cash Flow Conversion represents Free Cash Flow as a percentage of Adjusted EBITDA.

Management believes that certain financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”) provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA and Adjusted EBITDA Margin provide visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, foreign exchange loss (gain), changes in fair value of contingent earn-out liability, interest rate swaps and external investments, transaction and other costs and litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, as management does not believe these expenses are representative of our core earnings. In addition to Adjusted EBITDA and Adjusted EBITDA Margin, we believe Free Cash Flow and Free Cash Flow Conversion provide useful information regarding how cash provided by operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysis, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate Free Cash Flow and Free Cash Flow Conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and,

although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA and Adjusted EBITDA Margin excludes the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the interest (income) expense or the cash requirements to service interest or principal payments on our indebtedness, and Free Cash Flow does not reflect the cash requirements to service principal payments on our indebtedness;

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the income tax (benefit) provision we are required to make; and

•

Free Cash Flow and Free Cash Flow Conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere in this prospectus, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA Margin as compared to net earnings (loss) margin which is net earnings as a percentage of revenue, the reconciliation of net cash provided by operating activities to Free Cash Flow, and the computation of Free Cash Flow Conversion as compared to Operating Cash Flow Conversion, which is net cash provided by operating activities as a percentage of net earnings (loss), in each case set forth below.

The following table reconciles net earnings (loss), the most comparable GAAP financial measure, to Adjusted EBITDA for the six months ended June 30, 2021, for the period from January 29, 2020 to June 30, 2020, for the period from January 29, 2020 to December 31, 2020, for the period from January 1, 2020 to January 28, 2020, and for the years ended December 31, 2019 and 2018:


	Six Months Ended June 30, 2021			Period from January 29, to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			Years Ended December 31,
	Six Months Ended June 30, 2021			Period from January 29, to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			2019			2018
(Amounts in thousands, except percentages)
Net earnings (loss)	$	312,295		$	(61,274	)	$	(110,186	)	$	(32,556	)	$	85,844		$	(23,669	)
Add back:
Income tax (benefit) provision		(436,117	)		2,406			8,126			365			6,138			3,031
Interest expense (income)		13,650			9,785			22,134			(50	)		(202	)		(4	)
Depreciation and amortization		53,860			40,345			91,767			408			6,734			5,957
Stock-based compensation expense		75,739			4,176			27,468			336			2,160			255
Litigation costs, net of insurance proceeds(1)		1,775			1,000			(6,008	)		—			—			75,738
Foreign exchange loss (gain)(2)		(8,639	)		957			14,133			523			1,160			4,458
Changes in fair value of interest rate swaps(3)		(2,743	)		—			1,586			—			—			—
Transaction and other costs(4)		16,024			47,852			66,251			40,345			—			—
Changes in fair value of contingent earn-out liability		72,438			—			27,800			—			—			—
Changes in fair value of external investments		(319	)		—			—			—			—			—

Adjusted EBITDA	$	97,963		$	45,247		$	143,071		$	9,371		$	101,834		$	65,766

Net earnings (loss) margin(5)		87.5	%		(28.6	)%		(20.3	)%		(81.4	)%		17.6	%		(6.6	)%
Adjusted EBITDA Margin		27.4	%		21.1	%		26.4	%		23.4	%		20.8	%		18.3	%

(1)

Represents certain litigation costs and insurance proceeds associated with pending litigations or settlements of litigation. For additional information, refer to Note 17, Commitments and Contingencies, within the audited consolidated financial statements included in our 2020 Form 10-K and Note 16, Commitments and Contingencies, within the unaudited condensed consolidated financial statements included in our Q2 2021 Form 10-Q, in each case incorporated by reference in this prospectus.

(2)	Represents foreign exchange loss (gain) due to foreign currency transactions.

(3)	Represents fair value loss on interest rate swaps.

(4)	Represents legal, accounting, advisory fees and certain other costs related to our offerings, including the Sponsor Acquisition, our IPO and the Reorganization.

(5)	Net earnings margin for the six months ended June 30, 2021 includes a $441.5 million tax benefit related to the reversal of a deferred tax liability due to a restructuring of the Company’s international operations.

The following table reconciles net cash provided by (used in) operating activities, the most comparable GAAP financial measure, to Free Cash Flow for the six months ended June 30, 2021, for the period from January 29, 2020 to June 30, 2020, for the period from January 29, 2020 to December 31, 2020, for the period from January 1, 2020 to January 28, 2020, and for the years ended December 31, 2019 and 2018:


	Six Months Ended June 30, 2021			Period from January 29, to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			December 31,
	Six Months Ended June 30, 2021			Period from January 29, to June 30, 2020			Period from January 29 to December 31, 2020			Period from January 1 to January 28, 2020			2019			2018
(Amounts in thousands, except percentages)
Net cash (used in) provided by operating activities	$	(31,439	)	$	(35,799	)	$	56,261		$	(3,306	)	$	101,392		$	71,766
Less:
Capital expenditures		(5,552	)		(3,432	)		(10,632	)		(1,045	)		(9,674	)		(8,047	)

Free Cash Flow		(36,991	)		(39,231	)		45,629			(4,351	)	$	91,718		$	63,719

Operating Cash Flow Conversion		(10.1	)%		58.4	%		(51.1	)%		10.2	%		118.1	%		(303.2	)%
Free Cash Flow Conversion		(37.8	)%		(86.7	)%		31.9	%		(46.4	)%		90.1	%		96.9	%

(9)	“Operating Cash Flow Conversion” is calculated based on net cash provided by (used in) operating activities as a percentage of net earnings (loss) in any measurement period.

RISK FACTORS

An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks as well as those contained in our 2020 Form 10-K, including the information set forth under Item 1.A—Risk Factors—Risks Related to Ownership of our Class A Common Stock, together with the other information contained or incorporated by reference in this prospectus, before investing in shares of our Class A common stock.

Risks Related to this Offering

In making your investment decision, you should understand that we and the underwriters have not authorized any other party to provide you with information concerning us or this offering, you should not rely on information in public media that is published by third parties and you should rely only on statements made in this prospectus in determining whether to purchase our shares.

You should carefully evaluate all of the information in this prospectus. We have in the past received, and may continue to receive, a high degree of media coverage, including coverage that is not directly attributable to statements made by our officers and employees, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. We cannot confirm the accuracy of such coverage. We and the underwriters have not authorized any other party to provide you with information concerning us or this offering. As a result, you should carefully evaluate all of the information in this prospectus and rely only on the information contained in this prospectus in determining whether to purchase our shares of Class A common stock.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

The market price of shares of our Class A common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.

The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly.

Stock markets and the price of our Class A shares may experience extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference forward-looking statements that reflect our current views with respect to, among other things, our operations, our financial performance, our industry and the impact of COVID-19 on our business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors” herein and in our 2020 Form 10-K, as such factors may be updated from time to time in our periodic filings with the SEC, as well as the other information contained or incorporated by reference in this prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

MARKET AND INDUSTRY DATA

This prospectus and the documents incorporated by reference herein include market and industry data and forecasts that we have derived from independent consultant reports, including a report prepared by OC&C; publicly available information; various industry publications; other published industry sources, including Sensor Tower and Mixpanel; and our internal data and estimates. In addition, this prospectus includes market and industry data derived from the following study published by PNAS: Michael J. Rosenfeld, Reuben J. Thomas, and Sonia Hausen. 2019. “Disintermediating your Friends: How online dating in the United States displaces other ways of meeting.” Proceedings of the National Academy of Sciences 116:17753–17758. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Additionally, you should assume that any such information in documents that we have incorporated by reference is derived from sources and internal data and estimates available as of the date of such document incorporated by reference.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere or incorporated by reference in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented or incorporated by reference in this prospectus is an approximation. Our market share and market position in each of our lines of business, unless otherwise noted, is based on our sales relative to the estimated sales in the markets we served. References herein or in documents incorporated by reference herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our sales as compared to our estimates of sales of our competitors. In addition, discussions herein or in documents incorporated by reference herein regarding

our various end markets are based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

Projections, assumptions and estimates of the future performance of the markets in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent sources and by us.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our businesses, including, but not limited to, Bumble and Badoo. In addition, our names, logos, website domain names and addresses are our service marks or trademarks. Other trademarks, service marks, trade names and copyrighted materials appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, trade names, or copyrighted materials to imply a relationship with, endorsement or sponsorship of us by, any other companies.

Solely for convenience, certain trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ^©, ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.

ORGANIZATIONAL STRUCTURE

Organizational Structure Following the IPO

Bumble Inc. is a holding company, and its sole material asset is a controlling equity interest in Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings and, through Bumble Holdings and its subsidiaries, conducts our business. The Reorganization Transactions (as defined below), whereby Bumble Inc. consolidated Bumble Holdings in its consolidated financial statements, was accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Bumble Inc. include the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of Bumble Holdings, the accounting predecessor. Bumble Inc. consolidates Bumble Holdings on its consolidated financial statements and records a non-controlling interest related to the Common Units held by the Pre-IPO Common Unitholders and the Incentive Units held by our Incentive Unitholders on its consolidated balance sheet and statement of income.

In general, each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of our Common Units hold all of the issued and outstanding shares of our Class B common stock. The shares of Class B common stock have no economic rights but generally entitle each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders are entitled to outsized voting rights as follows. Until the High Vote Termination Date, each share of Class A common stock held by a Principal Stockholder entitles such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally.

The voting power afforded to the holders of Common Units by their shares of Class B common stock is automatically and correspondingly reduced as they sell Common Units to Bumble Inc. for cash as part of this offering or subsequently exchange Common Units for shares of Class A common stock of Bumble Inc. pursuant to the exchange agreement. If at any time the ratio at which Common Units are exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Our organizational structure, as described above, is commonly referred to as an umbrella partnership-C-corporation (or UP-C) structure. This organizational structure allows our Pre-IPO Common Unitholders and Incentive Unitholders to retain their equity ownership in Bumble Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units or Incentive Units, respectively. Investors in this offering and the Pre-IPO Shareholders will, by contrast, hold their equity ownership in Bumble Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. We believe that our Pre-IPO Common Unitholders and

Incentive Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our UP-C organizational structure gives rise to any significant business or strategic benefit or detriment to us.

The simplified diagram below depicts our organizational structure prior to the offering.

LOGO

(1)

In general, each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. The Class B common stock generally provides each of the Pre-IPO Common Unitholders with a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) held by such Pre-IPO Common Unitholder. Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders are entitled to outsized voting rights as follows. Until the High Vote Termination Date, each share of Class A common stock held by a Principal Stockholder entitle such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Immediately following this offering, our Principal Stockholders will hold 93% of the voting power in Bumble Inc. For additional information, see “Description of Capital Stock—Common Stock—Class B Common Stock.”

(2)	Immediately following this offering, our Founder, our Sponsor and the other Pre-IPO Common Unitholders will hold 13%, 20%, and less than 0.5% of the outstanding Common Units of Bumble Holdings, respectively.

(3)

Incentive Unitholders may be converted. For additional information, see “—Reclassification and Amendment and Restatement of Limited Partnership Agreement of Bumble Holdings” and “Certain Relationships and Related Person Transactions—Bumble Holdings Amended and Restated Limited Partnership Agreement.”

(4)	Please note that certain intermediate holding companies that are not material to this offering are omitted from the structure chart.

Incorporation of Bumble Inc.

Bumble Inc. was incorporated as a Delaware corporation on October 5, 2020. Bumble Inc. has not engaged in any business or other activities except in connection with its formation. The amended and restated certificate of incorporation of Bumble Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Blocker Restructuring

Prior to the completion of our IPO, certain entities that are taxable as corporations for U.S. federal income tax purposes in which the Pre-IPO Shareholders hold interests (the “Blocker Companies”) entered into certain restructuring transactions (such transactions, the “Blocker Restructuring”) resulted in the Pre-IPO Shareholders acquiring newly issued shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and Bumble Inc. acquiring an equal number of outstanding Common Units.

Reclassification and Amendment and Restatement of Limited Partnership Agreement of Bumble Holdings

Prior to the IPO, the capital structure of Bumble Holdings consisted of two different classes of limited partnership interests (Class A units and Class B Units). Prior to the completion of our IPO, the limited partnership agreement of Bumble Holdings was amended and restated to, among other things, modify its capital structure by reclassifying its outstanding Class A units (other than Class A units that were directly or indirectly exchanged for shares of Class A common stock, as described below) into a new class of limited partnership interests that we refer to as “Common Units” and reclassifying its outstanding Class B Units (other than any Class B Units that were directly or indirectly exchanged for shares of Class A common stock, as described below) into a new class of limited partnership interests that we refer to as “Incentive Units.” We refer to this reclassification (the “Reclassification”), together with the transactions described under “—Blocker Restructuring” as the “Reorganization Transactions.”

In connection with the Reclassification, all Class A units that were not reclassified into Common Units of Bumble Holdings were directly or indirectly exchanged for vested shares of Class A common stock. In addition, all vested and unvested Class B Units that were not reclassified into Incentive Units of Bumble Holdings were directly or indirectly exchanged for vested shares of Class A common stock (in the case of vested Class B Units) and restricted shares of Class A common stock (in the case of unvested Class B Units). The number of shares of Class A common stock delivered in respect of the Class B Units was determined based on the amount of proceeds that would be distributed to such Class B Units if the Company were to be sold at a value derived from the initial public offering price, and the intrinsic value of the shares of Class A common stock issued in respect of each Class B Unit has an intrinsic value equal to the hypothetical proceeds such Class B Units would have received. Such shares of Class A common stock are restricted shares of Class A common stock, to the extent such shares related to unvested Class B Units, or vested shares of Class A common stock, to the extent such shares related to vested Class B Units.

In addition, we granted options to purchase shares of Class A common stock under the Omnibus Incentive Plan to Converting Class B Unitholders whose Class B Units are converted in the Reclassification, in substitution for a portion of the economic benefit to which the Class B Units were entitled prior to our IPO that was not reflected in the conversion of Class B Units to shares of Class A common stock. In addition, to ensure consistent

treatment, phantom Class B units issued by an interest holder in Bumble Holdings (“Phantom Class B Units”), which had been issued primarily to employees and other service providers located outside of the United States (such individuals, the “Phantom Class B Unitholders”), were converted into restricted stock units, and we also granted options to purchase shares of Class A common stock under the Omnibus Incentive Plan to Phantom Class B Unitholders. For additional information regarding the conversion of the Class B Units, see “Part III—Item 11—Executive Compensation—Conversion of Class B Units and Phantom Class B Units” in our 2020 Form 10-K incorporated by reference in this prospectus.

Pursuant to the amended and restated limited partnership agreement of Bumble Holdings, Bumble Inc. is the general partner of Bumble Holdings. Accordingly, Bumble Inc. has the right to determine when distributions will be made to the holders of Common Units and the amount of any such distributions. If Bumble Inc., as the general partner, authorizes a distribution, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially are not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Bumble Holdings. However, Incentive Units have the benefit of adjustment provisions that reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at which time the Incentive Units would participate pro rata with distributions on Common Units.

The holders of Common Units and Incentive Units in Bumble Holdings, including Bumble Inc., incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Bumble Holdings. Net profits and net losses of Bumble Holdings are generally allocated to its partners (including Bumble Inc.) pro rata in accordance with the percentages of their respective Common Units or Incentive Units held (to the extent the participation threshold has been reached, in the case of Incentive Units), except as otherwise required by law. The amended and restated limited partnership agreement provides for cash distributions to the holders of Common Units and Incentive Units if Bumble Inc. determines that the taxable income of Bumble Holdings will give rise to taxable income for the holders of Common Units or Incentive Units. In accordance with the amended and restated limited partnership agreement, we intend to cause Bumble Holdings to make cash distributions to the holders of Common Units or Incentive Units in Bumble Holdings, including us, for purposes of funding their tax obligations in respect of the income of Bumble Holdings that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of Bumble Holdings allocated to the holder of Common Units or Incentive Units that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporation residing in New York, New York, whichever is higher. Tax distributions will be pro rata as among the Common Units and will be pro rata as among the Incentive Units (other than unvested Incentive Units). See “Certain Relationships and Related Person Transactions—Bumble Holdings Amended and Restated Limited Partnership Agreement.”

Subject to certain restrictions, pursuant to the terms of the amended and restated limited partnership agreement of Bumble Holdings, the holders of vested Incentive Units have the right to convert their vested Incentive Units into a number of Common Units of Bumble Holdings that are generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per share value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock). Common Units received upon conversion are exchangeable on a one-for-one basis for shares of Class A common stock of Bumble Inc. in accordance with the terms of the exchange agreement as described below. An unvested Incentive Unit is not exchangeable unless and until such Incentive Unit vests. The Incentive Units will automatically be converted into Common Units in accordance with the foregoing formula on the date that is seven years from the date of the Reclassification.

Exchange Agreement

We and the holders of outstanding Common Units entered into an exchange agreement at the time of our IPO under which they (or certain permitted transferees thereof) have the right on a quarterly basis (subject to the terms of the exchange agreement) to exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. In addition, subject to certain requirements, our Sponsor and our Founder are generally permitted to exchange Common Units for our Class A common stock from and after the closing of our IPO provided that the number of Common Units surrendered in such exchanges during any 30 calendar day period represent, in the aggregate, greater than 2% of total interests in partnership capital or profits. Any Class A common stock received by our Sponsor or our Founder in any such exchange during the applicable restricted periods is subject to the restrictions described in such section. The exchange agreement also provides that a holder of Common Units does not have the right to exchange Common Units if Bumble Inc. determines that such exchange would be prohibited by law or regulation or would violate other agreements with Bumble Inc. to which the holder of Common Units may be subject. Bumble Inc. may impose additional restrictions on exchange that it determines to be necessary or advisable so that Bumble Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Bumble Inc. is correspondingly increased as it acquires the exchanged Common Units. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Tax Receivable Agreement

Prior to the completion of our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provided for the payment by Bumble Inc. to such pre-IPO owners of 85% of the benefits, if any, that Bumble Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Bumble Inc.’s allocable share of existing tax basis acquired in our IPO, (ii) increases in Bumble Inc.’s allocable share of existing tax basis and adjustments to the tax basis of the tangible and intangible assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after our IPO, including the exchange of Common Units for shares of our Class A common stock by the selling stockholders in connection with this offering, (iii) Bumble Inc.’s utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis) and (iv) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. There is significant existing tax basis in the assets of Bumble Holdings as a result of the Sponsor Acquisition, and subsequent sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Bumble Holdings. The existing tax basis, increases in existing tax basis and the tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to Bumble Inc. and, therefore, may reduce the amount of U.S. federal, state and local tax that Bumble Inc. would otherwise be required to pay in the future. Actual tax benefits realized by Bumble Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of Bumble Inc. and not of Bumble Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

IPO Transactions

On February 16, 2021, Bumble Inc. completed its initial public offering of our Class A common stock in which it issued and sold 57.5 million shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares). The shares were sold at an initial offering price of $43.00 per share, which generated net proceeds of approximately $2,361.2 million after

deducting underwriting discounts and commissions of $111.3 million. We estimated that we incurred offering expenses of approximately $21.3 million. The Company used the proceeds (net of underwriting discounts) from the issuance of 9.0 million shares ($369.6 million) in the IPO to purchase an equivalent number of newly issued Common Units from Bumble Holdings, which Bumble Holdings in turn used to repay outstanding indebtedness under our Term Loan Facility totaling approximately $200.0 million in aggregate principal amount and approximately $148.3 million for general corporate purposes, and to bear all of the expenses of the IPO. We used the proceeds from the issuance of 48.5 million shares ($1,991.6 million) in the IPO (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from certain entities affiliated with Blackstone Inc.

At the time of the consummation of the IPO, Bumble Inc. consummated the purchase, for cash, of newly issued Common Units from Bumble Holdings and the acquisition or redemption of outstanding equity interests from our pre-IPO owners, in each case at a purchase price per unit or share equal to the initial public offering price per share of Class A common stock in the IPO net of underwriting discounts and commissions, as described further above. The issuance of such newly issued Common Units by Bumble Holdings to Bumble Inc. correspondingly diluted the ownership interests of our pre-IPO owners in Bumble Holdings. See “Principal and Selling Stockholders” for more information regarding the proceeds from our IPO that were paid to our directors and named executive officers. Accordingly, following our IPO Bumble Inc. holds a number of Common Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interest in Bumble Holdings as a single Common Unit.

We refer to the foregoing transactions as the “IPO Transactions.”

USE OF PROCEEDS

PRICE RANGE OF CLASS A COMMON STOCK

Shares of our Class A common stock began trading publicly on Nasdaq under the symbol “BMBL” on February 11, 2021. Prior to that time there was no public market for shares of our Class A common stock. There is no trading market for shares of our Class B common stock.

As of July 30, 2021, there were 111 holders of record of shares of our Class A common stock and 20 holders of record of shares of our Class B common stock. This shareholder figure does not include a substantially greater number of holders whose shares are held of record by the banks, brokers and other financial institutions. The following table sets forth the high and low sales prices for shares of our Class A common stock as reported by Nasdaq for the indicated periods.


Year ending December 31, 2021	High	Low

SEC Form S-1 filed by Bumble Inc.