Fenwick’s Going Public ReportCovering U.S. Technology and Life Sciences

IPOs, de-SPAC Mergers and Direct Listings

2021 H1

2FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

Technology and life sciences companies continued to go public at an extraordinary rate in the first half of 2021 via initial public offerings, de-SPAC mergers and direct listings.

IPOs

IPOs outpaced the second half of 2020, which was previously the most active six months for the space since we began tracking in 2012. In H1 2021, there were 76 technology and 66 life sciences company IPOs in the U.S., compared to 48 and 65 in the second half of 2020, respectively.

With 32 IPOs in Q1 and 44 in Q2, technology IPO momentum built throughout the first half of the year. Life sciences offerings increased slightly throughout the first half of the year, with 31 IPOs in Q1 and 35 in Q2, still by far exceeding H1 2020 and several prior years’ offerings.

Mega offerings marked the first half of the year, with 17 companies raising proceeds of more than $1 billion, including one life sciences IPO. Technology IPOs saw deal sizes increase generally. Approximately 93% of IPOs raised more than $100 million in the first half of 2021, versus only 83% in the second half of 2020. Almost 21% of tech IPOs raised more than $1 billion in H1, the same as the second half of 2020.

A Record-Breaking First Half of 2021GOING PUBLIC IN THE U.S.– AT A GLANCE 2021, FIRST HALF

GOING PUBLIC IN THE U.S.– AT A GLANCE 2020, SECOND HALF

The pace and size of technology companies going public in

the first half of the year was representative of the fervent interest

in the sector and robust market conditions. We expect activity

levels to remain high for the rest of the year and into next year

as companies have the option to go public through a variety of

different ways including IPOs, SPACs and direct listings.

Corporate Partner Ran Ben-Tzur

16 DE-SPAC MERGERS

4 DE-SPAC MERGERS

66 IPOS

65 IPOS

76 IPOS

48 IPOS

37 DE-SPAC MERGERS

27 DE-SPAC MERGERS

4 DIRECT LISTINGS

2 DIRECT LISTINGS

117TOTALTECH

82TOTAL LIFE SCIENCES

77TOTALTECH

69TOTAL LIFE SCIENCES

3FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

We saw life sciences deals trend larger in terms of aggregate deal size compared to the second half of 2020. In the first half of 2021, more than 83% of life sciences IPOs raised $100 million or more, compared to approximately 77% of deals raising $100 million or more in the second half of 2020.

Nearly all of the IPOs in the first half of 2021 priced within or above-range—93% of technology offerings (down from 96% in the second half of 2020) and 94% of life sciences offerings (equal to the second half of 2020, also 94%)—indicating a continued strong market environment.

de-SPAC Mergers and SPAC IPOs

The de-SPAC (special purpose acquisition company) merger surge also continued: the number of tech and life sciences companies to go public via SPAC merger in the first half of 2021 increased 71 percent from the second half of 2020, and the number of life sciences de-SPAC transactions quadrupled. The 53 technology and life sciences de-SPAC mergers that closed in H1 by far exceeded the H2 2020 total of 31.

The number of SPAC IPOs continued to increase significantly in the first half of 2021, continuing a bullish streak. There were 362 across industries in H1 2021, versus the 247 in all of 2020 and 59 in all of 2019.

A Record-Breaking First Half of 2021 (continued)

Direct Listings

The four direct listings in H1 2021 were double the number in the previous half year. They included Fenwick client Coinbase Global’s blockbuster Nasdaq direct listing which debuted on April 14, 2021, with the second largest market capitalization of any technology company ever at the time of its opening trade ($100 billion). Roblox Corporation, Squarespace and Fenwick client ZipRecruiter also completed direct listings in H1.

Outlook

The going public window was wide open in the first half of 2021 and July showed few signs of slowing down. The markets are showing resilience against the impact of the COVID-19 Delta variance and other challenges.

Despite the Delta variant likely impacting businesses and the economy on some level for the near term, we anticipate deal activity among technology and life sciences companies through the rest of 2021 to remain strong. We believe de-SPAC mergers and direct listings will continue to be an attractive way to go public, in addition to traditional IPOs, as companies weigh which option is best for them.

Life sciences companies are continuing

to go public at a pace on track with last

year, still by far exceeding many prior

years as investor interest remains steady

and the bull market continues.

Corporate Partner Robert Freedman

4FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

SPAC IPOs and de-SPAC Mergers

SPAC IPOS 2016 – 2021 H1 TECHNOLOGY DE-SPAC MERGERS

LIFE SCIENCES DE-SPAC MERGERS

This graph shows the total number of SPAC IPOs completed since 2016. This graph shows the total number of U.S. and foreign technology sector de-SPAC mergers that closed in H1 2021 and H2 2020.

This graph shows the total number of U.S. and foreign life sciences sector de-SPAC mergers that closed in H1 2021 and H2 2020.

2016 2017 2018 2019 2020 H1 2021

362

247

5946

34

13

H1 2021

H2 2020

H1 2021

H2 2020

37

27

16

4

H1 2021

H2 2020

H1 2021

H2 2020

37

27

16

4

5FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

IPOs Completed

0

3

6

9

12

15

18

21

24

27

30

33

36

39

42

45

48

51

69

72

75

78

81

54

57

60

63

66

H1 H2

2012

H1 H2

2013

H1 H2

2014

H1 H2

2015

H1 H2

2016

H1 H2

2017

H1 H2

2018

H1 H2

2019

H1 H1H2

2020 2021

Q2Q1

2021

9 13

22

7

14

28

30

Life Sciences—Foreign

Technology—Foreign

Life Sciences—U.S.

Technology—U.S.

Q4Q3

2020

8

11

25

1719

5

7

27

13

IPOS PER QUARTER 2012 – 2021 H1

This graph shows the number of technology and life sciences IPOs completed during each quarter of 2012 through 2021 H1.

NUMBER OF U.S. IPOS IN 2021 H1

76TECH

66LIFE

SCIENCES

76TECH

66LIFE

SCIENCES

27 FOREIGN ISSUERS

49 UNITED STATES

16 FOREIGN ISSUERS

50 UNITED STATES

6FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

IPO DEAL COMPARISON 2021, FIRST HALF

IPO DEAL COMPARISON 2020, SECOND HALF

UnitySoftware

$0

$25

$50

$75

$100

$125

0 100 20050 150 250 300

Snowflake

Lufax

DoorDash

Airbnb

Maravai

KEHoldings

Dun &Bradstreet

SharePrice

Number of Shares in Millions

Technology International (18 deals)

Life Sciences U.S. (52 deals)

Technology U.S. (30 deals)

Life Sciences International (13 deals)

Bubble Size = deal size

$3.49B

$1.72B

$30M

Size of Offerings, Final IPO Price

The following scatter graphs plot the size of technology and life sciences IPOs completed during the first half of 2021 and second half of 2020 based on the actual public offering price per share and number of shares offered.

0 100 20050 150 250 3000

$50

$100

$150

$25

$75

$125

Coupang

DiDi Global

monday.com

SharePrice

Number of Shares in Millions

Bubble Size = deal size

$4.55B

$2.15B

$25M

Technology International (27 deals)

Life Sciences U.S. (50 deals)

Technology U.S. (49 deals)

Life Sciences International (16 deals)

Applovin

Bumble

PlaytikaShoals

Technologies

7FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

Technology Deal Size Distribution

Life Sciences Deal Size Distribution

deal size

% of deals

16.7%

23.1% 24.2%

40.0%

16.7%15.8%

11.8% 11.8% 13.2%

7.9%6.6%

8.3%10.4%

6.3%

2.1% 1.3%

8.3%

deal size

% of deals

$200M$100M $300M $400M $600M$500M $700M $800M $900M $1.1B$1.0B $1.2B $1.3B $1.4B $1.5B $1.6B $1.7B $1.8B $2.0B$1.9B $2.1B $2.4B $3.4B$2.6B $3.5B $4.6B$4.4B$0M

$200M$100M $300M $400M $600M$500M $700M $800M $900M $1.1B$1.0B $1.2B $1.3B $1.4B $1.5B $1.6B $1.7B$0M

H2 2020 H1 2021

H2 2020 H1 2021

6.3% 5.3%3.9%4.2% 4.2%

2.1% 2.1%2.6% 2.1% 2.1%4.2%

2.1%2.1%1.3%3.9%

1.3% 1.3%1.3%1.3%1.3% 1.3%1.3%3.9%

1.3%

16.7%18.2%

4.5%3.0%3.1%

1.5%

53.0%

1.5% 1.5% 1.5% 1.5%3.1%3.0%

Aggregate Amount Raised, Final IPO Price

The following graphs provide information about aggregate deal size based on the actual pricing of the offering in the first half of 2021 and second half of 2020.

TECHNOLOGY AND LIFE SCIENCES DEAL SIZE DISTRIBUTION (%) BASED ON FINAL IPO PRICE: H1 2021 VS H2 2020

8FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

IPO Pricing

RELATION OF FINAL IPO PRICE TO MIDPOINT OF ESTIMATED PRICE RANGE (% OF DEALS) 2021, FIRST HALF

RELATION OF FINAL IPO PRICE TO MIDPOINT OF ESTIMATED PRICE RANGE (% OF DEALS) 2020, SECOND HALF

RELATION OF PRICE AT 1ST DAY CLOSE TO FINAL IPO PRICE (% OF DEALS) 2021, FIRST HALF

RELATION OF PRICE AT 1ST DAY CLOSE TO FINAL IPO PRICE (% OF DEALS) 2020, SECOND HALF

Life Sciences

Technology

DealsAboveRange

WithinRange

BelowRange

69.2%

41.7%

4.2%

49.2%

6.2%

54.2%

44.6%

ClosedUp

ClosedFlat

ClosedDown

20.0%

Life Sciences

3.1%

78.5%

18.5%

70.8%

4.2%

25.0%

Technology

The two graphs on the left show the percentage of technology and life sciences IPOs with a final price that falls above, within or below the estimated price range reflected in the preliminary prospectus in the first half of 2021 and second half of 2020. The two graphs on the right show the percentage of technology and life sciences deals that closed up, down or flat on their first day of trading in the first half of 2021 and second half of 2020.

Life Sciences

Technology

DealsAboveRange

WithinRange

BelowRange

16.7%

77.3%

40.8%

51.3%

7.9%

6.1%

Life SciencesTechnology

ClosedUp

ClosedFlat

ClosedDown

80.3%

18.4%

77.3%

21.2%

1.5% 1.3%

9FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

Technology

Life Sciences

$14

$16

$18

$20

$22

$24

$26

$30

$20.50

$18.00

$17.00

$23.25

$30.70

$17.00

$21.25

$23.90

$21.25

$19.00

$16.00

$26.12

Estimated Midpoint Final Price 1st Day Close

2021 H12020 H2

AVERAGE PRICES FOR TECHNOLOGY & LIFE SCIENCES IPO DEALS

MEDIAN PRICES FOR TECHNOLOGY & LIFE SCIENCES IPO DEALS

Estimated Midpoint Final Price 1st Day Close

Technology

$14

$26

$28

$16

$18

$20

$22

$24

$18.19

$26.87

$22.35

$35.30

$26.82

$25.06

$17.39$16.22

$40.83

$16.86

$22.88

$26.61

Life Sciences

2021 H12020 H2

$38

$40

$30

$32

$34

$36

Estimating the offering price for the IPO in the preliminary prospectus and pricing the IPO upon completion of marketing efforts are processes that are equal parts science and art. These graphs show the median and average prices for technology and life sciences IPOs from the midpoint of the estimated price range reflected in the preliminary prospectus to the actual public offering price to the closing price on the first day of trading, for the first half of 2021 and second half of 2020.

Price Changes Between the Estimated and Actual IPO Price

10

Contact the authors or members of your client service team to discuss the report or for more information.

James D. EvansCo-Chair

Capital Markets & Public Companiesjevans@fenwick.com

Full Bio

Amanda L. RosePartner

Capital Markets & Public Companiesarose@fenwick.com

Full Bio

Per ChilstromPartner

Capital Markets & Public Companies

pchilstrom@fenwick.com

Full Bio

Katherine K. DuncanPartner

Capital Markets & Public Companies

kduncan@fenwick.com

Full Bio

Michael PiloPartner

Capital Markets & Public Companies

mpilo@fenwick.com

Full Bio

Julia ForbessPartner

Capital Markets & Public Companies

jforbess@fenwick.com

Full Bio

Aman SinghPartner

Capital Markets & Public Companies

asingh@fenwick.com

Full Bio

Robert A. FreedmanCo-Chair

Capital Markets & Public Companiesrfreedman@fenwick.com

Full Bio

Ran D. Ben-TzurPartner

Capital Markets & Public Companiesrbentzur@fenwick.com

Full Bio

Fenwick’s Capital Markets Team

As leaders in the technology and life sciences

industries for the past 50+ years, Fenwick’s capital

markets team is consistently a key player in some of

the most high-profile IPOs and equity offerings. Our

continued success guiding market leaders has ranked

the group in 2021 as #1 issuer-side for public offerings

by deal value, according to Deal Point Data. The group

was also named Capital Markets Group of the Year by

Law360 in 2019 and recognized nationally for capital

markets in Chambers USA and Legal 500 in 2021.

Other Members of Fenwick’s Capital Markets Team

Authors

11FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1

The preparation of the information contained herein involves assumptions, compilations and analysis, and there can be no assurance that the information provided herein is error-free. Neither Fenwick & West LLP nor any of its partners, associates, staff or agents shall have any liability for any information contained herein, including any errors or incompleteness. The contents of this report are not intended, and should not be considered, as legal advice or opinion.

To be placed on an email list for future editions of this survey, please visit fenwick.com/iposurvey and go to the sign-up link at the bottom of the page.

© 2021 Fenwick & West LLP

Disclaimer Sign-Up Information

MethodologyData points used in the compilation and analysis of this information were gathered using a variety of resources, including, but not limited to, filings made with the U.S. Securities and Exchange Commission, lock-up expiration dates from EDGAR Online IPO Deal Data and daily stock-trading price data. The exact dates upon which lock-ups expired were estimated based on disclosure in the prospectuses and may further be approximate in the case of dates falling on holidays or weekends. Companies were assigned to the Technology and Life Sciences sectors based on SIC codes and other company descriptors.

The information in the graphs and tables regarding offering size does not reflect any exercise of the underwriters’ over-allotment, or green shoe, option. Information at the preliminary prospectus stage is based on the midpoint of the range and on the number of shares offered, as reflected on the cover page of the first preliminary, or red herring, prospectus. The information regarding the actual offering size is based on the price to the public and the aggregate number of shares offered, as reflected on the cover page of the final prospectus. The closing price on the first day of trading is the closing price on the company’s primary exchange on the first day of public trading of the shares following the pricing of the offering.