As filed with the U.S. Securities and Exchange Commission on October 14, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GITLAB INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-1861035 | ||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
Address Not Applicable1
(Address of principal executive offices) (Zip code)
GitLab Inc. 2015 Equity Incentive Plan
GitLab Inc. 2021 Equity Incentive Plan
GitLab Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
(800) 927-9800
(Name, address and telephone number, including area code, of agent for service)
Copies to:
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process named above, or to the email address: reach.gitlab@gitlab.com.
Cynthia Hess Steven Levine James Evans Ran Ben-Tzur Aman Singh Ryan Mitteness Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 | Robin J. Schulman Chief Legal Officer and Corporate Secretary GitLab Inc. Address Not Applicable | ||||
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 growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||
Class A Common Stock, par value $0.0000025 per share | ||||||||||||||
– 2021 Equity Incentive Plan – Issuable | 18,017,247(2) | $77.00(3) | $1,387,328,019(3) | $128,606 | ||||||||||
– 2021 Employee Stock Purchase Plan – Issuable | 3,271,090(4) | $65.45(5) | $214,092,841(5) | $19,847 | ||||||||||
– 2015 Equity Incentive Plan – Outstanding Options | 19,954,777(6) | $—(7) | $—(7) | $— | ||||||||||
– 2015 Equity Incentive Plan – Outstanding Restricted Stock Units | 3,000,000(8) | $—(9) | $—(9) | $— | ||||||||||
Class B Common Stock, par value $0.0000025 per share | ||||||||||||||
– 2015 Equity Incentive Plan – Outstanding Options | 19,954,777(10) | $10.50(11) | $209,525,159(11) | $19,423 | ||||||||||
– 2015 Equity Incentive Plan – Outstanding Restricted Stock Units | 3,000,000(12) | $77.00(13) | $231,000,000 (13) | $21,414 | ||||||||||
Total | $2,041,946,019 | $189,290 | ||||||||||||
(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock or Class B common stock that become issuable under the employee benefit plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock or Class B common stock, as applicable.
(2)Shares of Class A common stock reserved for issuance under the 2021 Equity Incentive Plan (“2021 Plan”) consists of (a) 13,032,289 shares of Class A common stock reserved for future issuance under the 2021 Plan and (b) 4,984,958 shares of Class B common stock previously reserved but unissued under the 2015 Equity Incentive Plan (“2015 Plan”) that are now available for issuance under the 2021 Plan. To the extent outstanding awards under the 2015 Plan are forfeited, lapse unexercised, are repurchased by the Registrant or would otherwise have been returned to the share reserve under the 2015 Plan, the shares of Class B common stock subject to such awards instead will be available for future issuance as Class A common stock under the 2021 Plan. See footnotes 6 and 8 below.
(3)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $77.00 per share as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on or around October 14, 2021 pursuant to Rule 424(b) under the Securities Act.
(4)Represents 3,271,090 shares of Class A common stock reserved for future issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
(5)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $77.00 as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on or around October 14, 2021 pursuant to Rule 424(b) under the Securities Act multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP.
(6)Represents shares of Registrant’s Class A common stock reserved for issuance upon the conversion of Class B common stock outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to awards under the 2015 Plan that are forfeited, lapse unexercised, are repurchased by the Registrant or would otherwise have been returned to the share reserve under the 2015 Plan, instead will be available for issuance as Class A common stock under the 2021 Plan. See footnote 2 above.
(7)Pursuant to Rule 457(i) under the Securities Act, there is no fee associated with the registration of shares of Class A common stock issuable upon conversion of the shares of any Class B common stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of Class B common stock.
(8)Represents shares of Registrant’s Class A common stock reserved for issuance pursuant to restricted stock units outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class A common stock that are subject to awards under the 2015 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2015 Plan, instead will be available for issuance as Class A common stock under the 2021 Plan. See footnote 2 above.
(9)Pursuant to Rule 457(i) under the Securities Act, there is no fee associated with the registration of shares of Class A common stock issuable upon conversion of the shares of any Class B common stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of Class B common stock.
(10)Represents shares of Class B common stock reserved for issuance pursuant to stock options outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to stock options under the 2015 Plan that are forfeited, lapse unexercised, are repurchased by the Registrant or would otherwise have been returned to the share reserve under the 2015 Plan will be available for issuance again as Class A common stock under the 2021 Plan. See footnote 2 above.
(11)Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act on the basis of $10.50 per share, the weighted average exercise price for stock options outstanding under the 2015 Plan.
(12)Represents shares of Class B common stock reserved for issuance pursuant to restricted stock units outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to awards under the 2015 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2015 Plan, instead will be available for issuance as Class A common stock under the 2021 Plan. See footnote 2 above.
(13)Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $77.00 per share as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on or around October 14, 2021 pursuant to Rule 424(b) under the Securities Act.
PART I
INFORMATION REQUIRED UN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) and has been or will be sent or given to participating service providers in accordance with Rule 428 of the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
ITEM 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by GitLab Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:
(a)Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 12, 2021 (File No. 333-259602), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;
(b)The Registrant’s Prospectus to be filed on or about October 14, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-259602); and
(c)The description of the Registrant’s Class A Common Stock which is contained in a registration statement on Form 8-A filed on October 8, 2021 (File No. 001-40895) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMES EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers, and other corporate agents, under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently
broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
As permitted by the DGCL, the Registrant’s restated certificate of incorporation to be effective upon the completion of the Registrant’s initial public offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, to the fullest extent permitted by the DGCL, except liability for the following:
•any breach of the director’s duty of loyalty to the Registrant or its stockholders;
•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•under Section 174 of the DGCL (regarding unlawful dividends and stock purchases); or
•any transaction from which the director derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of their directors will be further limited to the greatest extent permitted by the DGCL.
As permitted by the DGCL, the Registrant’s restated bylaws to be effective upon the completion of the Registrant’s initial public offering, provide that:
•the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;
•the Registrant may indemnify its other employees and agents as set forth in the DGCL;
•the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and
•the rights conferred in the restated bylaws are not exclusive.
The Registrant has entered into or will enter into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. The indemnification provisions in the Registrant’s restated certificate of incorporation, restated bylaws, and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.
The Registrant currently carries liability insurance for its directors and officers. Reference is also made to the Underwriting Agreement filed with the Form S-1 for the Registrant’s initial public offering, which provides for the indemnification of officers, directors, and controlling persons of the Registrant against certain liabilities. See also the undertakings set out in response to Item 9 of this Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | S-1 | 333-259602 | 3.1 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.2 | S-1 | 333-259602 | 3.3 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.3 | S-1 | 333-259602 | 3.2 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.4 | S-1 | 333-259602 | 3.4 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.5 | S-1/A | 333-259602 | 4.1 | October 4, 2021 | ||||||||||||||||||||||||||||
| 4.6 | S-1 | 333-259602 | 10.2 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.7 | S-1 | 333-259602 | 10.3 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.8 | S-1 | 333-259602 | 10.4 | September 17, 2021 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
______________
*Filed herewithin
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 14th day of October, 2021.
| GITLAB INC. | |||||
| By: | /s/ Sytse Sijbrandij | ||||
| Sytse Sijbrandij | |||||
| Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian Robins and Robin Schulman, as their true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
/s/ Sytse Sijbrandij | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | October 14, 2021 | ||||||||||||
Sytse Sijbrandij | ||||||||||||||
/s/ Brian Robins | Chief Financial Officer (Principal Financial Officer) | October 14, 2021 | ||||||||||||
Brian Robins | ||||||||||||||
/s/ Dale Brown | Principal Accounting Officer | October 14, 2021 | ||||||||||||
Dale Brown | ||||||||||||||
| /s/ Sundeep Bedi | Director | October 14, 2021 | ||||||||||||
Sundeep Bedi | ||||||||||||||
| /s/ Karen Blasing | Director | October 14, 2021 | ||||||||||||
Karen Blasing | ||||||||||||||
| /s/ Sue Bostrom | Director | October 14, 2021 | ||||||||||||
Sue Bostrom | ||||||||||||||
| /s/ David Hornik | Director | October 14, 2021 | ||||||||||||
David Hornik | ||||||||||||||
| /s/ Matthew Jacobson | Director | October 14, 2021 | ||||||||||||
| Matthew Jacobson | ||||||||||||||
| /s/ Merline Saintil | Director | October 14, 2021 | ||||||||||||
| Merline Saintil | ||||||||||||||
| /s/ Godfrey Sullivan | Director | October 14, 2021 | ||||||||||||
| Godfrey Sullivan | ||||||||||||||
Exhibit 5.1
 |  |  | ||||||
| October 14, 2021 | ||||||||
GitLab Inc.
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by GitLab Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about October 14, 2021 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) an aggregate of 21,288,337 shares of the Company’s Class A Common Stock, par value $0.0000025 per share (the “Class A Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement of awards to be granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) pursuant to purchase rights to acquire shares of Class A Common Stock to be granted under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”); and (ii) an aggregate of 22,954,777 shares of Class A common Stock, pursuant to the conversion of shares of the Company’s Class B Common Stock, par value $0.0000025 per share (the “Class B Common Stock”), that are subject to issuance by the Company upon the exercise or settlement of awards granted under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”).
The 21,288,337 shares of Class A Common Stock described in clause (i) of the preceding paragraph and the 22,954,777 shares of Class B Common Stock described in clause (ii) of the preceding paragraph are collectively referred to herein as the “Shares” and the 2021 Plan, 2021 ESPP and 2015 Plan are each individually referred to herein as a “Plan” and collectively as the “Plans.”
In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Plans, the Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s stockholders relating to adoption or approval of the Charter Documents, the Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities, and (c) such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the
GitLab Inc.
October 14, 2021
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interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company and by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated October 13, 2021 issued by the Delaware Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in an Opinion Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Class A Common Stock and Class B Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law. We express no opinion with respect to the securities or “blue sky” laws of any state.
Based upon, and subject to, the foregoing, it is our opinion that when (a) the 21,288,337 shares of Class A Common Stock that may be issued and sold by the Company (i) upon the exercise or settlement of awards to be granted under the 2021 Plan, and (ii) pursuant to purchase rights to acquire shares of Class A Common Stock to be granted under the 2021 ESPP, and (b) the 22,954,777 shares of Class B Common Stock that are subject to issuance by the Company upon the exercise or settlement of awards granted under the 2015 Plan have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan, and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
| Very truly yours, | ||
| /s/ Fenwick & West LLP | ||
| FENWICK & WEST LLP | ||
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
GitLab Inc.:
We consent to the use of our report dated July 16, 2021, with respect to the consolidated financial statements of GitLab Inc. incorporated herein by reference.
| /s/ KPMG LLP | ||
| Pittsburgh, Pennsylvania | ||
| October 14, 2021 | ||