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Convertible Preferred Stock and Stockholders' Equity (Deficit)
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Convertible Preferred Stock and Stockholders’ Equity (Deficit)
12Convertible Preferred Stock and Stockholders' Equity (Deficit)
Convertible Preferred Stock
No convertible preferred stock was outstanding as of January 31, 2022. Convertible preferred stock consisted of the following as of January 31, 2021 (in thousands except per share amounts):
Series of
Convertible
Preferred Stock		Shares
Authorized		Shares
Issued and
Outstanding		Original Issue
Price
per Share		Carrying Value
Net of Issuance
Costs		Aggregate
Liquidation
Preference
A-196,825 96,825 $0.31 $29,523 $29,633 
A-248,000 48,000 $0.03 1,600 1,600 
B-143,734 43,734 $2.70 117,592 118,000 
B-212,972 12,972 $2.70 34,880 35,000 
C-119,626 19,626 $6.38 124,969 125,200 
C-216,459 16,459 $6.38 104,816 105,000 
D-134,504 34,504 $13.12 452,140 452,600 
D-29,987 9,987 $13.12 130,869 131,000 
E15,866 12,150 $18.59 225,579 225,903 
Total297,973 294,257 $1,221,968 $1,223,936 
In February 2021, we issued to certain investors approximately 12.0 million shares of Series F convertible preferred stock at a purchase price of $62.28 per share, for an aggregate purchase price of $750.0 million.
The principle rights, privileges, and preferences of our convertible preferred stock were as follows:
Voting
The holder of each share of convertible preferred stock was entitled to the number of votes equal to the number of shares of convertible preferred stock held by such holder as of the record date for determining stockholders entitled to vote. As of January 31, 2021, the holders of the shares of Series A-1 and A-2 convertible preferred stock were entitled to elect two directors, the holders of the shares of Series B-1 and B-2 convertible preferred stock were entitled to elect one director, the holders of the shares of common stock were entitled to elect two directors, and the holders of the shares of common stock and convertible preferred stock, voting together as a single class, were entitled to elect the remaining number of directors.
Redemption and Liquidation
Holders of our convertible preferred stock did not have any date-specific redemption rights. However, certain redemption provisions did apply following certain deemed liquidation events, which are considered contingent redemption provisions that are not solely within our control. Accordingly, the convertible preferred stock was presented outside of permanent equity in the mezzanine section of the consolidated balance sheets as of January 31, 2021.
Conversion
Each share of convertible preferred stock was convertible at the option of the holder without payment of additional consideration at any time into Class A common stock at a rate determined by dividing the original issue price applicable to a series of convertible preferred stock by the conversion price applicable to such series of convertible preferred stock (the “Conversion Rate”). The initial conversion price per share for each series of convertible preferred stock was equal to the original issue price for such series (i.e., 1:1 conversion).
Each share of convertible preferred stock was to automatically convert into shares of Class A common stock at the then applicable Conversion Rate upon the earlier to occur of (a) our sale of Class A common stock in an IPO, the price of which is at least equal to the original issue price per share for the Series D convertible preferred stock, and that results in at least $75 million of proceeds in the aggregate (net of underwriting discounts and commissions) (a “Qualified Public Offering”), (b) the date specified by vote or written consent of the preferred majority, or (c) the business day immediately prior to the first trading day with respect to our initial listing of Class A common stock for trading on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by our board of directors.
Pursuant to the above, immediately prior to the completion of our IPO, all convertible preferred stock outstanding, totaling approximately 306.3 million shares, was automatically converted into an equivalent number of shares of Class A common stock on a one-to-one basis and their carrying value of $1,971.8 million was reclassified to stockholders’ equity.
Preferred Stock
In April 2021, we amended and restated our certificate of incorporation, which authorized 20.0 million shares of preferred stock.
Common Stock
In April 2021, we amended and restated our certificate of incorporation, which authorized a total of 2.0 billion shares of Class A common stock and 115.7 million shares of Class B common stock.
Each share of Class B common stock will convert automatically into Class A common stock, on a one-to-one basis, upon certain circumstances, including: (1) the sale or transfer of such share of Class B common stock (except under certain circumstances described in the amended and restated certificate of incorporation), (2) a date fixed by the board of directors that is no less than 120 days and no more than 180 days following the date that the number of shares of Class B common stock outstanding is less than 20% of the number of shares of Class B common stock outstanding immediately prior to the completion of the IPO, or (3) six months after the death or incapacity of Daniel Dines. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to thirty-five votes per share.
We have reserved 2.8 million shares of our Class A common stock to fund our social impact and environmental, social, and governance initiatives.
Repurchase and Retirement of Common Stock
During fiscal year 2020, in connection with the closing of the sale of the Series D convertible preferred stock, we repurchased from certain employees shares of our Class A and Class B common stock at the original Series D convertible preferred stock issuance price, for an aggregate of $128.8 million. This repurchase was financed by the aforementioned sale of Series D convertible preferred stock, and we recorded stock-based compensation expense for the excess of the selling price per share paid to our employees over the then-assessed fair market value of the common stock. The repurchased shares were immediately retired.
Tender Offer Transactions
During fiscal year 2020, certain investors made a tender offer to purchase shares of Class A common stock from certain of our employees. We recognized stock-based compensation expense of $48.3 million in connection with these transactions, related to the excess of the selling price per share paid to the applicable employees over the then-assessed fair market value of the purchased shares.
Secondary Transactions
During fiscal year 2021, certain of our employees sold shares of our Class A and Class B common stock to new and existing investors. We recognized $5.0 million in stock-based compensation expense as a result of these transactions related to the excess of the selling price per share paid to the applicable employees over the then-
assessed fair market value of the purchased shares. Shares of Class B common stock sold in such secondary transactions each converted into one share of our Class A common stock at closing.
Dividends
Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the priority rights of holders of preferred stock. No dividends have been declared by the board of directors from inception through January 31, 2022.
Accumulated Other Comprehensive Income (Loss)
Changes in the components of accumulated other comprehensive income (loss) were as follows during the periods presented (in thousands):
Foreign Currency Translation AdjustmentsUnrealized Gain (Loss) on Marketable SecuritiesAccumulated Other Comprehensive Income (Loss)
Balance as of January 31, 2020$6,226 $— $6,226 
Other comprehensive loss, net of tax(18,730)(17)(18,747)
Balance as of January 31, 2021$(12,504)$(17)$(12,521)
Other comprehensive income (loss), net of tax23,738 (318)23,420 
Balance as of January 31, 2022$11,234 $(335)$10,899