SEMrush Holdings, Inc. — Capital/Financing Update 2021

Nov 19, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2021

Semrush Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-40276	83-4053265
(Commission File Number)	(I.R.S. Employer Identification No.)
800 Boylston Street , Suite 2475 Boston , Massachusetts	02199
(Address of Principal Executive Offices)	(Zip Code)

( 800 ) 851-9959 (Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common stock, par value $0.00001 per share	SEMR	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 18, 2021, Semrush Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with certain selling stockholders (the “Selling Stockholders”) and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to an offering (the “Offering”) of 5,000,000 shares of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), consisting of 4,000,000 shares to be issued and sold by the Company and 1,000,000 shares to be sold by existing stockholders of the Company, pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-261133) at a public offering price of $20.50 per share.

The Company granted the Underwriters a 30-day option from the date of the Underwriting Agreement to purchase from the Company up to an additional 750,000 shares of Class A Common Stock.

On November 18, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

The Offering is expected to close on November 23, 2021, subject to customary closing conditions. The Company is expected to receive net proceeds from the Offering of approximately $78.0 million (net of underwriting discounts, commissions and estimated offering expenses payable by the Company). As described in the prospectus, the Company intends to use the proceeds to invest further in its sales and marketing activities, to fund its research and development efforts, to pay anticipated general and administrative expenses and to fund its growth strategies. The Company will not receive any proceeds from the sale of Class A Common Stock sold by the Selling Stockholders.

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Semrush Holdings, Inc., dated No vember 18 , 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Sharon Levine
Sharon Levine
Senior Vice President and General Counsel