Butterfly Network Inc-A美股招股说明书(2025-01-29版)

TABLE OF CONTENTSThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted. Shares CLASS A COMMON STOCK We are offeringshares of our Class A common stock, par value $0.0001 pershare, pursuant to this prospectus supplement and the accompanying prospectus. Our Class A common stock is listed on The New York Stock Exchange under thesymbol “BFLY.” On January 28, 2025, the last reported sale price of our Class Acommon stock on The New York Stock Exchange was $3.61 per share. The final publicoffering price will be determined through negotiation between us and the leadunderwriters in the offering and the recent market price used throughout this prospectussupplement may not be indicative of the actual offering price. We are a smaller reporting company as defined in Rule 12b-2 of the SecuritiesExchange Act of 1934, as amended, and, as such, are subject to certain reduced publiccompany reporting requirements. See “Prospectus Supplement Summary—Implicationsof Being a Smaller Reporting Company” on page S-3 of this prospectus supplement. (1) See “Underwriting” beginning on page S-19 of this prospectus supplement foradditional disclosure regarding underwriter compensation. We have granted the underwriters an option for a period of 30 days to purchase up toan additionalshares of our Class A common stock at the public offering price,less the underwriting discounts and commissions. If the underwriters exercise the optionin full, the total underwriting discounts and commissions payable by us will be $,and the total proceeds to us, before expenses, will be $. Investing in our Class A common stock involves risks. You should read this entireprospectus supplement and the accompanying prospectus carefully, especially the riskfactors described in the section of this prospectus supplement titled “Risk Factors,”under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for theyear ended December 31, 2023, and in our other filings with the SEC and our financialstatements and the related notes incorporated by reference into this prospectussupplement and the accompanying prospectus, before making an investment decision. Neither the Securities and Exchange Commission and nor any state securitiesregulators has approved or disapproved of these securities, or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock againstpayment on or about, 2025. BookrunnersWilliam Blair TD Cowen , 2025. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-15UNDERWRITINGS-19LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INFORMATION INCORPORATED BY REFERENCES-27 Prospectus DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES20DESCRIPTION OF WARRANTS26DESCRIPTION OF UNITS27PLAN OF DISTRIBUTION30LEGAL MATTERS33EXPERTS34WHERE YOU CAN FIND MORE INFORMATION35INCORPORATION BY REFERENCE36 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a“shelf” registration statement on Form S-3 (File No. 333-273811) that we initially filed withthe U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registrationprocess, on August 18, 2023, and that was declared effective by the SEC on August 22,2023. Under the shelf registration statement process, we may from time to time offer andsell any combination of the securities described in the accompanying prospectus up to atotal dollar amount of $300 million under the registration statement, of which this prospectusforms a part. This document is in two parts. The first part is this prospectus supplement, whichdescribes the specific terms of this offering and also adds to and updates informationcontained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is theaccompanying prospectus, which gives more general information, some of which may notapply to this offering. Generally, when we refer to this prospectus, we are referring to boththe prospectus supplement and the accompanying prospectus. In this prospectussupplement, as permitted by law, we “incorporate by reference” information from otherdocuments that we file with the SEC. This means that we can disclose important informationto you from those documents which