As filed with the Securities and Exchange Commission on April 26, 2023

Registration No. 333-253697

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CARDLYTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		26-3039436
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

675 Ponce de Leon Avenue NE, Suite 6000

Atlanta, Georgia 30308

(888) 798-5802

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

 

 

Karim Temsamani

Cardlytics, Inc.

675 Ponce de Leon Avenue NE, Suite 6000

Atlanta, Georgia 30308

(888) 798-5802

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

 

 

Copies to:

Mark Ballantyne

Eric Jensen

Trey Reilly

Cooley LLP

One Freedom Square

Reston Town Center

11951 Freedom Drive

Reston, VA 20190

(703) 456-8000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

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.  ☐

 

 

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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No.  3 to the Registration Statement on Form S-3, as previously amended by Post-Effective Amendment No. 2 (File No. 333-253697) (as so amended, the “Registration Statement”) of Cardlytics, Inc. (the “Registrant”) is being filed for the purpose of replacing the Exhibit 23.1 consent of the Registrant’s independent registered public accounting firm (the “Auditor’s Consent”) that was previously filed with the Registration Statement with the Exhibit 23.1 Auditor’s Consent filed herewith. This Post-Effective Amendment No. 3 consists only of the cover page, this explanatory note and Item 16 (Exhibits) of the Registration Statement and does not modify any other part of the Registration Statement.

Item 16. Exhibits

(a) Exhibits.

 

Exhibit Number		Description		Incorporation By Reference
				Schedule Form				File Number				Exhibit				Filing Date
1.1*		Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation.			S-1				333-222531				3.2				January 12, 2018
3.2		Amended and Restated Bylaws.			S-1				333-222531				3.4				January 12, 2018
4.1		Form of Common Stock Certificate.			S-1/A				333-222531				4.1				January 29, 2018
4.2*		Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock.
4.3		Form of Indenture.			S-3ASR				333-253697				4.3				March 1, 2021
4.4*		Form of Debt Securities.
4.5		Form of Common Stock Warrant Agreement and Warrant Certificate.			POSASR				333-253697				4.5				March 1, 2023
4.6		Form of Preferred Stock Warrant Agreement and Warrant Certificate.			POSASR				333-253697				4.6				March 1, 2023
4.7		Form of Debt Securities Warrant Agreement and Warrant Certificate.			S-3ASR				333-253697				4.7				March 1, 2021
5.1		Opinion of Cooley LLP.			POSASR				333-253697				5.1				March 1, 2023
23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2		Consent of Cooley LLP (included in Exhibit 5.1).			POSASR				333-253697				23.1				March 1, 2023
24.1		Power of Attorney (see signature).			POSASR				333-253697				24.1				March 1, 2023
25.1**		Statement of Eligibility of Trustee under the Indenture.
107		Filing Fee Table.			POSASR				333-253697				107				March 1, 2023

 

*	To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable.

**	To be filed separately under electronic form type 305B2, if applicable.

 

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 26, 2023.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Karim Temsamani Karim Temsamani		Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2023
/s/ Andrew Christiansen Andrew Christiansen		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		April 26, 2023
*		Executive Chairman		April 26, 2023
John V. Balen
*		Director		April 26, 2023
David L. Adams
*		Director		April 26, 2023
Jessica Jensen
*		Director		April 26, 2023
John Klinck
*		Director		April 26, 2023
Aimée Lapic
*		Director		April 26, 2023
Chris Suh
*		Director		April 26, 2023
Tony Weisman

 

* By:		/s/ Karim Temsamani
		Karim Temsamani
		Attorney-in-Fact

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-253697 on Form S-3 of our reports dated March 1, 2023 relating to the consolidated financial statements of Cardlytics, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in the Annual Report on Form 10-K of Cardlytics, Inc. for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

April 26, 2023