Clear Secure Inc-A 2024年度报告

85 10th Avenue, 9th Floor, New York, NY 10011 (Address ofPrincipal Executive Offices); (Zip Code) (646) 723-1404Registrant’s telephone number, including area codeSecurities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in RulRR e 405 of the Securities Act. Yes☒No☐Indicate by check mark if the registrant is not required to fileffreports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or forff such shorter period that the registrant was required to fileffsuch reports), and (2) has been subju ect to such filingrequirements forff the past 90 days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Irr nteractive Data File required to be submitted pursuant to RulRR e 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forff such shorter period that the registrant was required to submit and post suchfiles).Yes☒No☐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 growthcompany” in Rule 12b-2 of the Exchange Act: Large accelerated filer☒Accelerated filer☐Emerging growth company☐Non-accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forff complying with any new orrevised finff ancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has fileff d a report on and attestation to its management’s assessment of the effeff ctiveness of its internal control over finff ancial reporting under Section 404(b) of the Sarbaners-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firff m that prepared or issuedits audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing refleff ct the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers durd ing the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in RulRR e 12b-2 of the Act).Yes☐No☒As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiff liates of the registrant was $1,713,617,187 based on the closing sale price as reported on the New York Stock Exchange. Theregistrant had the following outstanding shares of common stock as of February 21, 2025: DOCUMENTS INCORPORATRRED BY REFERENCE Portions of Part III of this Annual Report on Form 10-K are incorporated by reference froff m the registrant’s definitive proxy statement (the “2025 ProxyStatement”) forff its 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission no later than 120 days afteff r the end ofthe registrant’s fisff cal year. Table of Cf Contents Item 1.Business3Item 1AR.isk Factors12Item 1BU.nresolved Staff Comments41Item 1CC.yber Security41Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities43Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7AQ.uantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Suppluementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure104Item 9AC.ontrols and Procedurd es104Item 9BO.ther Information106Item 9C.Disclosure regarding foreign jurisdictions that prevent inspections106 PART III Item 10.Directors, Executive Officers and Corporate Governance106Item 11.Executive Compensatio1n06Item 12.Security Ownership of Certain Beneficff ial Owners and Management and Related StockholderMatters106Item 13.Certain Relationships and Related Transactions, and Director Independenc1e06Item 14.Principal Accounting Fees and Services106 PART IV Item 15.Exhibits, Financial Statement Scheduld es107Item 16.Form 10-K Summary108 PART I ITEM 1. BUSINESS Overview Clear Sec