Allbirds Inc-A美股招股说明书(2025-07-21版)

$100,000,000 ClassA Common StockPreferred StockDebt SecuritiesWarrantsUnits We may offer and sell up to $100,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectusprovides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and theamounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to thatoffering. You should carefully read this prospectus and the applicable prospectus supplement, together with the documents we incorporate by reference,before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers andagents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of thesecurities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will becalculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus”and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplementdescribing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGES-5 OF THISPROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUSSUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OURSECURITIES. Our ClassA common stock is listed on the Nasdaq Global Select Market under the symbol “BIRD.” On June25, 2025, the last reported sale price of ourClassA common stock on the Nasdaq Global Select Market was $9.22 per share. As of June25, 2025, the aggregate market value of our outstanding ClassA common stock held bynon-affiliatesor, public float, was approximately$67,780,665based on 5,601,113 shares of outstanding ClassA common stock, of which 5,515,107 were held bynon-affiliatesas of such date, and aprice of $12.29 per share on June10, 2025, which was the highest closing sale price per share of our ClassA common stock on the Nasdaq Global SelectMarket within 60 days of the filing date of this prospectus. We have not offered any securities pursuant to General Instruction I.B.6 of FormS-3duringthe prior 12 calendar month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of FormS-3,in no eventwill we sell securities registered on the registration statement to which this prospectus relates in a public primary offering with a value exceeding morethanone-thirdof our public float, or $22,593,555, in any 12 calendar month period so long as our public float remains below $75.0million. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is July 18, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) using a “shelf” registrationprocess. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings, up to a total dollar amount of$100,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus thatcontains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more freewriting prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writingprospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency betweenthe information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement orfree writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this pro