《SharkNinja（SN）美股IPO招股說明書（英文版）（262頁）.pdf》由會員分享，可在線閱讀，更多相關《SharkNinja（SN）美股IPO招股說明書（英文版）（262頁）.pdf（262頁珍藏版）》請在三個皮匠報告上搜索。

1、F-1/A 1 tm2232060-12_f1a.htm F-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Commission on July 20,2023.Registration No.333-2UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.2TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SHARKNINJA,IN

2、C.(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands(State or other jurisdiction ofincorporation or organization)3630(Primary Standard IndustrialClassification Code Number)98-1738011(I.R.S.EmployerIdentification Number)89

3、A StreetNeedham,MA 02494(617)243-0235(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Mark BarrocasChief Executive OfficerSharkNinja,Inc.89 A StreetNeedham,MA 02494(617)243-0235(Name,address,including zip code,and telephone number,includ

4、ing area code,of agent for service)Copies to:Pedro J.Lopez-BaldrichChief Legal OfficerSharkNinja,Inc.89 A StreetNeedham,MA 02494(617)243-0235 Howard L.EllinRyan J.DzierniejkoSkadden,Arps,Slate,Meagher&Flom LLPOne Manhattan WestNew York,NY 10001(212)735-3000Approximate date of commencement of propose

5、d sale to public:As soon as practicable after this registration statement is declared effeIf any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under thSecurities Act of 1933,check the following box.If this Form is filed to reg

6、ister additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offeringIf this Form is a post-effective amendment filed pu

7、rsuant to Rule 462(c)under the Securities Act,check the following box and list thSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check t

8、he following box and list thSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth compIf an em

9、erging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provpursuant to Section 7(a)(2)(B)of the Securit

10、ies Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordanwith Secti

11、on 8(a)of the Securities Act,or until the registration statement shall become effective on such date as the Securities and ExchangeCommission,acting pursuant to said Section 8(a),may determine.TABLE OF CONTENTSSubject to Completion,dated July 20,2023SharkNinja,Inc.138,982,872 Ordinary SharesThis pro

12、spectus is being furnished in connection with(i)the separation(the“separation”)ofSharkNinja,Inc.(“SharkNinja,”the“Company,”“we,”“us”or“our”)from JS Global Lifestyle CompanyLimited(“JS Global”)and(ii)the distribution(the“distribution”and,together with the separation,the“separation and distribution”)t

13、o the holders of JS Global ordinary shares(the“JS Global Shareholders”)ofall of JS Globals equity interest in us in the form of a dividend of our ordinary shares.Prior to theseparation and distribution,we will be a wholly owned subsidiary of JS Global and all of our outstandingordinary shares will b

14、e owned by JS Global.In connection with the separation and distribution,we areregistering 138,982,872 ordinary shares.Each JS Global Shareholder as of July 4,2023(the“Record Date”)will be entitled to receive one of our ordinary shares for every 25 ordinary shares of JS Global held by suchshareholder

15、.Currently,no public market exists for our ordinary shares.We intend to apply to list our ordinary shareson the New York Stock Exchange(NYSE)under the symbol“SN.”Upon the completion of the separation and distribution,CJ Xuning Wang,the Chairperson of our boardof directors(the“Board”),will hold or ha

16、ve the ability to control approximately 57.0%of the voting powerof our outstanding share capital.As a result,upon the completion of the separation and distribution,we willbe a“controlled company”as defined under the corporate governance rules of NYSE.We have currentlyelected not to avail ourselves o

17、f any“controlled company”exemptions.See“Prospectus SummaryCorporate Information”and“ManagementControlled Company Exemption.”We are a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,mayelect to comply with certain reduced public company reporting requirements.See“P

18、rospectus Summary Implications of Being a Foreign Private Issuer.”In reviewing this prospectus,you should carefully consider the matters described under“Risk Factors”beginning on page 22.Neither the Securities and Exchange Commission(the“SEC”)nor any other regulatory body or statesecurities commissi

19、on has approved or disapproved of these securities or passed upon the adequacy or accuracyof this prospectus.Any representation to the contrary is a criminal offense.This prospectus is not an offer to sell,or a solicitation of an offer to buy,any securities.Prospectus dated ,2023.The information in

20、this preliminary prospectus is not complete and may be changed.We may not issue these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to b

21、uy thesesecurities in any jurisdiction where the offer or sale is not permitted.TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTS TABLE OF CONTENTS About This Prospectus ii Market

22、 and Industry Data ii Trademarks,Service Marks,Copyrights and Tradenames ii Prospectus Summary 1 Risk Factors 22 Cautionary Note Regarding Forward-Looking Statements 67 Dividend Policy 69 Capitalization 70 The Separation and Distribution Transactions 71 Unaudited Pro Forma Condensed Consolidated Fin

23、ancial Information 73 Managements Discussion and Analysis of Financial Condition and Results of Operations 84 Business 108 Management 139 Certain Relationships and Related Party Transactions 147 Principal Shareholders 156 Description of Share Capital 158 Shares Eligible for Future Sale 172 Certain I

24、ncome Tax Considerations 173 Legal Matters 178 Experts 178 Enforcement of Civil Liabilities 178 Where You Can Find More Information 178 Index to Consolidated Financial Statements F-1 iTABLE OF CONTENTS ABOUT THIS PROSPECTUSUnless the context requires otherwise,(i)references to“SharkNinja,”the“Compan

25、y,”“we,”“us”and“our”refer to(a)SharkNinja Global SPV,Ltd.(“SharkNinja SPV”)and its consolidated subsidiaries prior tothe separation and(b)SharkNinja,Inc.and its consolidated subsidiaries after giving effect to the separation,(ii)references to“JS Global”refer to JS Global Lifestyle Company Limited,Sh

26、arkNinjas parent,and itsconsolidated subsidiaries other than SharkNinja and SharkNinjas subsidiaries and(iii)references to“Joyoung”refer to Joyoung Co.,Ltd.,a subsidiary of JS Global.Unless the context requires otherwise,statements relating to our history in this prospectus describe the history of J

27、S Globals SharkNinjaoperations.Certain amounts,percentages and other figures presented in this prospectus have been subject torounding adjustments.Accordingly,figures shown as totals,dollars or percentage amounts of changes maynot represent the arithmetic summation or calculation of the figures that

28、 precede them.MARKET AND INDUSTRY DATAThis prospectus includes estimates regarding market and industry data.Unless otherwise indicated,information concerning our industry and the markets in which we operate,including our generalexpectations,market position,market opportunity and market size,are base

29、d on our managementsknowledge and experience in the markets in which we operate,together with currently available informationobtained from various sources,including publicly available information,industry reports and publications,surveys,our retailers and consumers,trade and business organizations a

30、nd other contacts in the markets inwhich we operate.Certain information is based on management estimates,which have been derived fromthird-party sources,as well as data from our internal research.For certain market share and brand rankingdata,we rely upon the NPD Groups Retail Tracking Service(“NPD”

31、)data,which is based on brand-leveldollar sales for the 52-week period ended January 1,2023,unless expressed otherwise,and references toconsecutive periods reflect the preceding 52-week time periods,in addition to Growth from Knowledge(“GfK”)data,which is based on volume and value sales in Great Bri

32、tain and/or the United Kingdombetween January and December 2022,unless expressed otherwise.In presenting this information,we have made certain assumptions that we believe to be reasonablebased on such data and other similar sources and on our knowledge of,and our experience to date in,themarkets in

33、which we operate.While we believe the estimated market and industry data included in thisprospectus is reliable,such information is inherently uncertain and imprecise.Market and industry data issubject to change and may be limited by the availability of raw data,the voluntary nature of the datagathe

34、ring process and other limitations inherent in any statistical survey of such data.In addition,projections,assumptions and estimates of the future performance of the markets in which we operate arenecessarily subject to uncertainty and risk due to a variety of factors,including those described in“Ri

35、sk Factors”and“Cautionary Note Regarding Forward-Looking Statements.”These and other factorscould cause results to differ materially from those expressed in the estimates made by third parties and byus.Accordingly,you are cautioned not to place undue reliance on such market and industry data or anyo

36、ther such estimates.TRADEMARKS,SERVICE MARKS,COPYRIGHTS AND TRADENAMESWe own or otherwise have rights to the trademarks,service marks and copyrights,including thosementioned in this prospectus,used in conjunction with the operation of our business.This prospectusincludes our own trademarks,which are

37、 protected under applicable intellectual property laws,as well astrademarks,service marks,copyrights and tradenames of other companies,which are the property of theirrespective owners.We do not intend our use or display of other companies trademarks,service marks,copyrights or tradenames to imply a

38、relationship with,or endorsement or sponsorship of us by,any othercompanies.Solely for convenience,trademarks,tradenames and service marks referred to in this prospectusmay appear without the,or symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fulles

39、t extent under applicable law,our rights or the rights of the applicablelicensor to these trademarks,tradenames and service marks.iiSMTABLE OF CONTENTS PROSPECTUS SUMMARYThe following is a summary of material information discussed in this prospectus.It is included forconvenience only and should not

40、be considered complete.You should read the entire prospectus carefully,including“Risk Factors”to better understand the separation and distribution and our business,financialcondition and results of operations.Company OverviewAt SharkNinja,our mission is to positively impact peoples lives every day i

41、n every home in our GlobalMarkets.SharkNinja:World-Class Household Appliance Brands Built on Continuous,Disruptive InnovationSharkNinja is a global product design and technology company that creates 5-star rated lifestylesolutions through innovative products for consumers around the world.We seek to

42、 leverage our global,agileand cross-functional engineering know-how,product development and manufacturing expertise along withour solutions-driven marketing to increase the efficiency,convenience and enjoyment of consumers dailytasks and improve everyday lives.We have built two billion-dollar brands

43、,Shark and Ninja,and have aproven track record of establishing leadership positions by disrupting numerous household productcategories,including Cleaning,Cooking,Food Preparation and Other,which includes Home Environmentand Beauty.We have successfully gained market share across geographies,taking sh

44、are from competitorspriced both above and below our offerings.We believe our success is centered around our advancedengineering and innovation capabilities coupled with our deep understanding of consumer needs,enablingus to solve consumer problems that others either do not see or are unable to solve

45、.We are driven by our relentless pursuit of perfection to deliver innovative products at compelling valueto delight consumers.We constantly analyze consumers interactions with small home appliances andleverage consumer reviews across multiple platforms,which we refer to as our“always-on”approach.Our

46、global product design and engineering team applies these always-on consumer insights to create newtechnologies and intellectual property that differentiates our products.Further,we continuously enhance ourproducts through rapid iteration and constant refinement with the goal of increasing the value

47、of our legacyproducts while decreasing costs.We believe this constant pursuit of perfection through continuousinnovation extends our product life cycles and differentiates us from competitors with longer innovationcycles.Our approach enables us to rapidly bring new products to market,grow share of s

48、helf and marketshare and thus quickly establish leadership positions in both existing and new categories.Our marketing strategies drive high brand engagement through our dynamic approach to solutions-driven storytelling in categories that we believe have not been historically known for high engageme

49、nt.Ourdifferentiated marketing complements our innovative solutions and fuels demand for our products.Weadvertise our differentiated products across various channels,driving sales at numerous retailers,online andoffline,and on our direct-to-consumer(“DTC”)platform.Today,we are a portfolio of trusted

50、,global,billion-dollar brands driving strong growth and innovationacross numerous categories.We are continuously launching new products,expanding into new categories,entering new markets and adding new channels of distribution.We believe this strategy has driven ourgrowth in net sales from$1.5 billi

51、on in 2018 to$3.7 billion in 2022,representing a compound annualgrowth rate(“CAGR”)of 26%.TABLE OF CONTENTS Trusted Global Brands with Large and Growing Market ShareOur trusted global brands have established a firm reputation for industry-leading innovation and 5-starconsumer reviews.Our unwavering

52、consumer focus manifests in our leading market positions.Shark wasthe#1-selling floorcare brand in the United States in 2022,and Ninja was the#1-selling small kitchenappliance brand in the United States for the last three years,according to NPD.Our proven track record of bringing disruptive products

53、 to market and developing one consumersolution after another has allowed us to enter into multiple product categories,driving significant growthand market share gains.As we continue to innovate,typically our legacy products continue to be sold atmore accessible price points,which diversifies our pro

54、duct offering across price points within a categoryand creates increasing market share positions.We believe our products have broad appeal across incomebrackets as we aim to deliver industry-leading innovation,design and product quality at compelling value.As a result,we aim to acquire market share

55、from higher and lower priced competitors.We believe ourproducts are aspirational,offering the performance of more expensive competitor products,and attainable,representing a compelling value.Scaled Engineering Powerhouse Focused on Disruptive Innovation and Continuous OptimizationSharkNinja is built

56、 to continuously innovate products that exceed consumer expectations.Our globalrapid innovation model is enabled by the following pillars:Dynamic Global Engineering,Product Design and Rapid Research and DevelopmentTo win in the market,we leverage the diverse expertise of our cross-functional design

57、and engineeringteams to capitalize on our deep knowledge of consumer needs.We have a dynamic,in-house global productdesign team located across the United States,the United Kingdom and China that collaborates seamlesslyaround the clock to integrate unique local market insights into the design and fun

58、ctionality of our products.Our engineering prowess continuously drives our new product innovation,including design,construction,material performance requirements,manufacturing protocols,supplier selection,packaging specificationsand quality assurance.Our scaled engineering organization possesses wid

59、e-ranging skillsets acrossmechanical design,mechatronics,electronics engineering,robotics,firmware,app and cloud,deep learning,algorithmic engineering and industrial design.Our team of over 700 cross-functional engineering anddesign associates is integrated across Shark and Ninja solutions,introduci

60、ng disruptive technologies withinour portfolio to new market segments,in addition to accessing the latest technologies from across the globe.The breadth of our engineering teams competencies allows us to develop innovative products,while ourcontinuous global collaboration produces a rapid and iterat

61、ive development cycle.As soon as we launch a first product within a category,our engineering teams are already working toenhance that product and develop ways of bringing even more innovation to that category.This intensefocus on continuous innovation would not be possible without our in-house engin

62、eering organization,which 2TABLE OF CONTENTS differentiates us from other companies that rely heavily on third parties to provide engineering services.Weregularly rotate our engineers and designers across product categories and locations to develop robust teamswith diverse viewpoints and experience.

63、The integration of a variety of skillsets across a broad range ofmarket segments has created an idea-generation and consumer solution engine,which constantly producesaward-winning products.Continuous Consumer Engagement,Insights and Dynamic TestingOur always-on consumer input fuels our world-class i

64、nnovation.We deploy a wide variety of tools tounderstand what consumers need today and what will delight them tomorrow.In addition,through ourdevelopment of local insights,we are able to design and develop products that are tailored for specificregions,and then leverage applicable insights across ou

65、r global offering.Our dynamic testing model tests our products to the extreme.We test across various environments,from our laboratories and simulated home facilities to restaurants,beauty salons and homes.This approachenables us to collect valuable input from category experts,professional users and

66、everyday consumers.Weuse in-person consumer testing to gather direct observations and insights.We leverage internal software thatscours product reviews to learn consumer likes and dislikes with existing solutions.Our constant qualitativeand quantitative testing informs every stage of our design,engi

67、neering,manufacturing and marketingprocesses,during late-stage development and also through further refinements after product release.Delivering Critical Consumer Value Points with Every ProductSharkNinja is differentiated by our ability to innovate while identifying and solving consumer painpoints

68、that others either do not see or are unable to solve.SharkNinja strives to deliver on all four of thefollowing critical consumer value points in every innovative product we bring to market:Speed:Deliver first-to-market disruptive innovationsOur global consumer insights and product development approa

69、ch enables us to discover some of themost pressing consumer problems and develop innovative solutions to solve them.Our global productdevelopment team collaborates around the world and around the clock,producing an ongoing cycle ofdevelopment,thereby increasing our speed of innovation and ultimately

70、 our speed to market.Whether it is afirst-to-market innovation in an emerging category or our disruption of a mature category with newtechnologies,we redefine what is possible.Our differentiated pace of innovation enables us to be 3TABLE OF CONTENTS first-to-market in many product sub-categories;we

71、rapidly grow our market share and launch new productsoften faster than our competitors,creating competitive advantages that deliver strong and sustainablegrowth.Performance:Deliver innovative high-performing products that exceed expectations and improveconsumers quality of lifeOur scaled global team

72、 of designers and engineers is passionate about delivering a high level ofperformance that increases consumers quality of life.Our products are designed to solve existing problems,often problems consumers do not even know they have.We rigorously test our products against our high-performance expecta

73、tions under extreme use cases.Our product development process allows us to deliverinnovative,high-performance technologies that are designed to meet or exceed consumers expectations.This is product performance in the pursuit of unwavering consumer trust.Quality:Deliver a 5-star quality product exper

74、ience,winning over consumers one review at a timeWe know a discerning and educated consumer never gives you a second chance.Therefore,we focus onquality in designing our products and test repeatedly,recreating extreme cases of use and misuse to deliverhigh-quality products with long-lasting reliabil

75、ity in the real world.We have rigorous sourcing andmanufacturing standards,and we maintain high-quality standards to which our manufacturing partners mustadhere,including through frequent quality checks and manufacturing score cards.We are quick to react tonegative feedback that we receive through o

76、ur call centers,online reviews or on social media.We strive todeliver a seamless consumer experience with our products to ensure our consumers have a 5-star experienceacross the entirety of their journey with our products,starting from the very first use out of the box.Ourpursuit of excellence in ov

77、erall quality not only leads to more highly satisfied consumers,but also producesan army of global brand ambassadors.Value:Deliver products at accessible prices for incredible valueWe are obsessed with delivering world-class,innovative products to every consumer in every home inthe markets we serve

78、around the world(which will exclude Japan,the Asia Pacific Region and GreaterChina following the separation)(such markets,our“Global Markets”)at great value.With our consumersalways in mind,we have built hyper-efficient,global product design and supply chain organizationsdesigned to deliver the perf

79、ect product at a compelling price.We believe that,in purchasing our products,our consumers receive the greatest value and a high level of performance for every hard-earned dollar theyspend.We accomplish this through our design and manufacturing engineering team and our on-the-groundsourcing organiza

80、tion in Asia,which facilitates a competitive bidding process across numerousmanufacturers to secure favorable pricing terms.Furthermore,we are a crucial partner to many of ourmanufacturers given the scale of our brands.This allows us to enter new categories that are dominated by afew big players,dis

81、rupt them through innovation and compelling value and grow the overall market whilegaining market share.Open and Agile Manufacturing and Supply ChainOur open and highly scalable manufacturing base and supply chain achieve competitive costs as well ashigh quality and performance.While competitors are

82、 limited by a traditional linear manufacturing model,our iterative method gives us continuous opportunities to optimize our products.We have developed andinvested in this approach for years,in order to ensure maximum control and flexibility over production.Thisapproach drives our goal of delivering

83、5-star products the first time off the line and at high global volumes.Omni-channel Strategy Driven by Consumer-focused StorytellingWe have secured a leading position in most of our product sub-categories in the United States,in part,by establishing differentiated channel strategies and a robust omn

84、i-channel sales,marketing and distributionnetwork.We adopt distribution channel strategies tailored to specific regions and deliver innovative productsspecific to local needs.Our products are available,often with disproportionate share of shelf,across retailersin each channel and online.Continuous i

85、nnovation across our product offerings further drives our share of 4TABLE OF CONTENTS shelf and our category growth.Shark and Ninja serve as the category captains,the market leaders,in amajority of our most important sub-categories.Our goal is to be the most relevant and prominent brand wherever con

86、sumers shop.Our always-onmedia strategy leverages the power of storytelling to educate consumers about our technologies andperformance.We leverage many forms of media,including television,digital advertising,print and socialmedia,to continuously create awareness and drive demand for our products.We

87、believe our solutions-driven storytelling inspires consumers to seek out our products,online and in-store,driving traffic andconversion for our retailers.Our Competitive StrengthsCategory-leading trusted brands with a diverse product portfolio across the homeOur diverse product portfolio spans 27 ho

88、usehold sub-categories,across Cleaning,Cooking,FoodPreparation and Other,which includes Home Environment and Beauty.We are the leading brand acrossmany of our product sub-categories according to NPD,garnering over 40 industry awards and recognitionssince 2021 alone.Ninja has been an innovative and t

89、rusted kitchen brand for well over a decade.In 2009,we launchedthe Ninja Master Prep blender,which enabled consumers to produce restaurant-quality,at-home frozendrinks.We rapidly emerged as a leading player in the mature blender category,and we have maintained ourleading position by continuously evo

90、lving our products:Ninja has been the#1-selling blender brand in theUnited States by market share for the last four years,according to NPD.We have expanded Ninja into aportfolio of food preparation and cooking appliances(electric and non-electric).Today,we believe we arebecoming the brand of choice

91、for consumers:Ninja has been ranked the#1-selling brand in small kitchenappliances in the United States for the last three years,according to NPD.Ninja empowers consumers toachieve more than they thought possible and has transformed how consumers cook and utilize theirkitchens.Our Shark brand,which

92、we believe is synonymous with power and versatility,has transcended acrosssmall household appliance sub-categories,leveraging the credibility of its award-winning brand.Shark hasbeen the#1-selling vacuum brand by market share in the United States for the last four years.In 2022,wewere the#1-selling

93、multi-function robotic vacuum brand in the United States with 25%market share,according to NPD.In 2021,we extended the Shark brand beyond floorcare with a series of air purifiers,andwe have achieved over 6%share of the United States air purifier market for the twelve months endedDecember 31,2022,acc

94、ording to NPD.In late 2021,we launched the Shark HyperAIR hair dryer,markingour first entry into the beauty space,which quickly became the#1-selling hair dryer in the United Statespriced between$100 and$300 for the three months ended December 31,2021 and remained the#1-sellinghair dryer in the same

95、category for the twelve months ended December 31,2022,according to NPD.Passion for uncompromising product performance and quality,at greatest valueWe are deeply passionate about delivering performance that goes above and beyond in the pursuit ofextreme consumer delight.Through our constant global en

96、gineering and innovation mechanism,which hasbeen in the making for over a decade,we have created a broad portfolio of top-performing products.Our Shark and Ninja products are differentiated through industry-leading performance on key attributesthat our consumers value.For example,our Shark vacuum of

97、ferings patented technology enables thestrongest suction of any upright household vacuum at the hose,and Sharks hair product offerings includepatented technology that intelligently combines high-velocity heated air and adjustable concentratortechnology for ultra-fast drying with no heat damage.Our N

98、inja NeverStick cookware delivers a 10-yearwont stick,chip or flake guarantee,and our Ninja Foodi 10-in-1 XL Pro Air Fry Oven provides up to 10 xthe convection power of traditional full-size convection ovens.With extended performance,enhancedefficiency and compelling designs,we believe our appliance

99、s are among the best performers in ourconsumers household.We focus relentlessly on product testing,recreating extreme use and misuse cases,simulating everydaylife to ensure we deliver the most durable and high quality products.In 2022,we interacted with over 122,000 5TABLE OF CONTENTS consumers as p

100、art of our product development process to rigorously test and closely observe how consumersinteract with our products before launch.As a result of our focus on testing and quality,we believe we haveachieved low return rates,which we constantly strive to lower further.Our consumers recognize our comp

101、elling value proposition and are advocates for our brands.We havereceived the#1 brand ranking for consumer satisfaction in the annual J.D.Power Highest User Satisfaction(upright vacuum category)on six occasions since 2014.Our average product rating is 4.5-stars across ourbrand websites in the United

102、 States and Europe,and over 74%of those reviews are 5-star rated.Wecontinue to attract existing and new consumers to our brands,which enables us to maintain our leadershipposition in the marketplace.Perpetual disruptive innovation rooted in consumer insights,redefining the possibleWe have a dynamic,

103、in-house global product design team across the United States,the United Kingdomand China that collaborates seamlessly around the clock to integrate unique local market insights into thedesign and functionality of our products.Our team of over 700 cross-functional engineering and designassociates is

104、integrated across Shark and Ninja solutions,introducing disruptive technologies from withinour portfolio to new market segments,in addition to accessing the latest technologies from across the globe.The embedded nature of our engineering and design teams powers our idea-generation machine.Ourresearc

105、h and development(“R&D”)engine has been optimized over decades into the scalable innovationenterprise it is today,enabling rapid turnaround of ideas from sketch to global production across an ever-expanding portfolio.We continuously work to understand what consumers need today and may desire tomorro

106、w.We meetconsumers in their homes,and in our simulated home environments,where our experts observe how theyinteract with their appliances,gleaning new consumer needs,even before our consumers identify them.Thisprocess has led us to:Disrupt appliance categories with new technologies:Our products ofte

107、n disrupt established incumbents,help drive growth in emerging categories and evenpioneer new sub-categories.In 2021,we launched Ninja CREAMi,disrupting the$53 million home icecream maker category in the United States with an offering that transforms frozen solid bases into icecream,milkshakes and m

108、ore,at the touch of a button.By the end of December 2022,our Ninja CREAMioffering had generated sales of$78 million,approximately doubling the category size.The Ninja CREAMiwas the#1-selling ice cream maker in the United States for 2022,according to NPD.Continuously optimize our existing offering:We

109、 are passionate about driving incremental enhancements to our products in our quest for productperfection.Almost all of our original products,across 27 product sub-categories,are still in productiontoday through continuous enhancements that make our products as relevant and innovative today as theyw

110、ere when introduced.For example,our original Shark Navigator vacuum,launched in 2009,featuring ourNo-Loss-of-Suction technology,and our Shark Lift-Away model,launched in 2010,for effortless cleaningon and above floors,are both still sold today,continuing to win awards and remain at the forefront of

111、theirrespective sub-category.We have continued to expand our suite of industry-leading technologies,which areintegrated across our vacuum offering,such as our DuoClean Brushroll(launched in 2017),our Self-Cleaning Brushroll(launched in 2018)and our Odor Neutralizer Technology(launched in 2022).Innov

112、ate across price bands and introduce new ones:We aim to offer the best experience per hard-earned dollar that our consumers can spend.Our productoffering provides optionality for consumers looking at entry-level price points to increase spend for enhancedfunctionality and performance.Those consumers

113、 who seek products with premium positioning often realizethey can receive similar,or even better,performance at much better value with SharkNinja.As a result,acrossour portfolio of products,we have innovated new price bands drawing consumers to the Shark and Ninjabrands.For example,following Sharks

114、launch into hair dryers in the United States in the final quarter of2021,the over$100 price segment of hair styling tools saw category growth of$132 million for the 6TABLE OF CONTENTS twelve months ended December 31,2022,taking 7%of share from the under$100 segment,according toNPD.In the same period

115、,Shark added the most dollar growth to the hair styling tools category,deliveringgrowth of$66 million(1.5 times the growth of the next top growing brand in the same category),according toNPD.Our global marketing engine captivates consumers and creates demandOur global marketing organization deploys

116、marketing strategies that capture the hearts and minds ofconsumers worldwide.Our always-on omni-channel marketing strategy is underpinned by our in-houseteam of marketing and data insights experts and our production studio in Irvine,California.Our experts helpeducate consumers,build excitement and e

117、ngage our communities.We do not wait for demand;we create it,driving traffic to online and brick-and-mortar retail.We have mastered the art of storytelling over decades,tailoring our approach to appeal to the rightaudience through the right media format at the right time.Every year since 2009 we hav

118、e run infomercialsfor our new and enhanced solutions-focused technologies for the Shark branded vacuum offering with clearstorytelling centered around the consumer pain points we address.In our new category launches,we adaptour approach to target consumers across the most relevant media formats.For

119、instance,our new short-formsocial media SharkBeauty campaign on TikTok rapidly raised awareness of our latest Beauty product,theShark FlexStyle,achieving over 250 million views since launch on August 24,2022.We deploy a cohesivemarketing strategy across television,streaming services,social media,inf

120、luencers,PR and online/in-storemarketing to ensure we reach consumers wherever they are in their purchase journey,provide relevantinformation and drive conversion.We have built incredibly engaged communities with the Ninja brand,as well.As of December 31,2022,we have expanded our followership to ove

121、r 1.9 million across Facebook,Instagram,TikTok,YouTubeand Pinterest,representing over 120%growth relative to 2020 levels,and our“Likes”have increased byover 2,000%over the same time period.Many of our consumers share their Ninja product journey on socialmedia,adding to our marketing content of recip

122、es and“how-to”videos,with user-generated content.We arepurposeful in our sub-branding to tap into key consumer trends.In 2018,we introduced our Foodi sub-branded line to engage with our consumers who identify with“food culture”and draw excitement aroundour new product offerings,ultimately building n

123、ew communities.Omni-channel distribution strategy reaching consumers where they choose to shopin-store and onlineWe focus on being everywhere our consumer shops.From mass retail to department stores to specialtyretail,online through our own websites,leading e-commerce platforms and marketplaces,as w

124、ell as throughhome shopping networks.We prioritize our SharkNinja Available Everywhere strategy,converting consumerdemand across channels,domestically and internationally.Our Shark and Ninja branded websites helpdeepen consumer engagement and aid consumer education on product capabilities across our

125、 portfolio ofofferings,while also providing us the ability to harness data insights.We never practice channel or retailer exclusivity.Through retailer-specific strategies,we maintain anddeepen relationships with our diverse base of leading U.S.retailers,including Walmart,Target,Costco,BestBuy,Kohls,

126、Sams Club and Macys and key international retailers including Canadian Tire,Argos,Currys,MSH and Amazon,among others.We leverage our proven track record of launching category-leadingproducts and our ability to execute through peak seasons to build retailer trust.As a result,we enjoy leadingmarket sh

127、are across numerous sub-categories,and we have seen rapid year-over-year increases in physicalpoints of distribution(defined as the number of products placed at a specific store location,multiplied bythe number of retail locations).For the twelve months ended December 31,2022,we added over 113,000ne

128、w total points of distribution across North America and Europe,reflecting growth of 22%relative to thesame period in the prior year,as we continue to focus on expanding our share of shelf with our retailpartners to enable our future growth.The strength of our relationships allows us to achieve wide

129、distributionand retail penetration for our new product launches,often driving immediate sales volume and furtherenhancing our retailer relationships.Agile,scalable and competitive supply chain to support future growth and leading value propositionOur agile,scalable and competitive supply chain is de

130、signed to support our growth and enablescontinuous product innovation.We leverage a dedicated team of employees co-located in regions with our 7TABLE OF CONTENTS largest suppliers to manage relationships with our diverse supplier base.Approximately 50%of our volumeis produced by suppliers with which

131、 we have worked for over a decade.We have cultivated a robust supplierbase built on longstanding relationships that share in our vision to deliver high-quality products and fast-paced development.We have continuously expanded our supplier base while also expanding into newgeographies including Vietn

132、am,Thailand and Hong Kong with our existing suppliers to ensure we are multi-sourced across our high-volume SKUs and maintain consistency of our product supply.We strive to ensureour supply chain remains highly competitive with competitive bidding processes to secure the mostfavorable pricing,which

133、allows us to offer the best value to our consumers for new and legacy products.Our supply chain management system provides us with enhanced visibility and controls.We collect andreview performance data from the manufacturing facilities of our suppliers,and we work proactively withour suppliers to op

134、timize product costs and increase overall operational efficiency.Our agile and scalablemanufacturing and supply chain exceeds industry benchmarks for cost,quality and performance,andenables us to move with tremendous speed and accuracy to optimize our products.Highly experienced management team with

135、 a consumer-centric mindsetWe have assembled a world-class executive team that harnesses decades of strategic and operatingexperience at SharkNinja and across leading global consumer brands,combining a deep understanding ofour culture with industry-leading perspectives.Our management team has a prov

136、en track record of buildingbrands,leading market innovation,expanding distribution,driving best-in-class operations and deliveringconsistently strong financial results.Our team is led by our CEO and second-generation founder,Mark Barrocas,who has led SharkNinjasince 2008 and oversaw our transformati

137、on from an early-stage pioneer in small household appliances withless than$250 million in net sales to a leading global product design company with over$3.7 billion in netsales for the fiscal year ended December 31,2022.Through his executive leadership and strategic vision,Mr.Barrocas is the driving

138、 force behind SharkNinjas innovative and award-winning culture,establishingand activating success drivers that empower our highly skilled workforce to consistently deliver exceptionalresults.In recognition of our efforts to build a valued workplace,we have received numerous accolades,including Built

139、 Ins“2022 Best Places to Work:Boston”and“2022 Best Places to Work:100 Best LargeCompanies.”We win because when others say“its good enough,”we keep going;our deep bench of passionate andtalented employees want to do everything possible to make our product offerings the best that they canpossibly be.O

140、ur years of learning,constantly evolving and optimizing how best to deliver something great,fosters an environment across our business that embraces change and adaptability.Fail fast,learn,pivot,move on;we constantly challenge the status quo and always assess whether we can do it better and faster.C

141、ompelling financial profile with consistent organic growth,attractive margins and strong cash flow generationWe have delivered strong consistent historical organic growth,increasing our net sales at a CAGR of29%over the last three years and at a CAGR of 20%from March 2008 through 2022.Our organic gr

142、owthhas been driven by our continuous innovation expanding our consumer reach and distribution domesticallyand internationally.Our business maintains an industry-leading margin profile driven by our scale,our best-in-class supply chain and our continuous operational enhancements.Our robust organic g

143、rowth,strong margin and efficient capital intensity all contribute to ourconsistently strong free cash flow.Our strong free cash flow profile allows for significant capital allocationflexibility,enabling long-term shareholder value creation through multiple operating and financialstrategies.Our Grow

144、th StrategiesOur highly diversified business is powered by trusted brands,which enables us to drive sustainablelong-term global growth.We continuously broaden our geographic footprint and scale into new productcategories and markets that reach more consumers in the constant pursuit of our mission to

145、 positivelyimpact peoples lives every day in every home in our Global Markets.Our goal is to expand and strengthen 8TABLE OF CONTENTS relationships with our existing consumers and cultivate relationships with new consumers to drive ourcontinued growth and profitability.We believe we are well-positio

146、ned for continued growth driven by the following strategies:1.Grow Share in Existing CategoriesInnovation by using consumer insights to identify and develop solutions enables us to maintain andcontinuously grow share in our existing product categoriesWe build products to delight discerning,educated

147、global consumers who only trust brands that haveproven their worth.We aim to offer our consumers the technologies of tomorrow,today.Our globalconsumer insights and product development approach enable us to deliver innovative solutions for pressingconsumer problems that others either do not see or ar

148、e unable to solve.Combining our speed of innovationand engineering expertise with our ability to translate consumer insights into tangible outputs helps us gaina disproportionate share of the market,which propels and sustains our growth and profitability.Our model of innovation and optimization enab

149、les us to consistently launch new technologically-advanced products in order to satisfy our consumers evolving needs and preferences.Once we have entereda category,we consistently launch new products with additional high-quality features and functionalitywhile we simultaneously identify ways to opti

150、mize the cost of the existing products that we are selling.Thisapproach allows us to reach additional price points,create a diversified lineup of products and expand ourpresence on retailers shelves.We have a longstanding history of growing market share at a rapid pace.In Cordless Stick vacuums,one

151、of our major sub-categories today,Shark has increased market share from 10%for the twelve monthsended January 4,2020 to 25%for the twelve months ended December 31,2022,capturing 56%share of thecategory growth over that time period.Further,Ninja has captured 26%market share and 33%market sharein Trad

152、itional Blending for the twelve months ended January 4,2020 and the twelve months endedDecember 31,2022,respectively,capturing 68%share of the category growth over that time period.Wehave consistently increased our market share in existing categories both in the United States andinternationally.Leve

153、raging our always-on media marketing drives awareness and educates consumers on producttechnologies and innovative solutions across both new and existing categoriesOur global marketing organization is designed to deploy 360-degree marketing strategies that capturethe hearts and minds of consumers wo

154、rldwide.By leveraging solution-based storytelling across omni-channel media,we educate and create awareness of our technology solutions and new products,ultimatelydriving high volumes of traffic and interest across all channels.When a consumer arrives at the shelf,instore or online,we want them to f

155、ind SharkNinja products across a wide range of price points offeringvarious solutions with clear benefit-oriented messaging.We believe in communicating for impact becauseconsumer-relevant storytelling has the ability to make products go viral,enabling us to reach moreconsumers and drive our continue

156、d growth.2.Expand Our Brand in New CategoriesWe believe SharkNinja is uniquely equipped to disrupt massive and fragmented markets through ourproprietary consumer insights and innovative product development approach.We have a proven track recordof launching game-changing innovations and rapidly captu

157、ring market share across sub-categories.We arenot limited by our current categories,because our cross-functional design and engineering capabilities allowus to enter adjacent and altogether new categories.We intend to continue to enter new categories around thehome by:Leveraging our proprietary inno

158、vation process to identify new opportunitiesOur proprietary innovation process enables us to proactively identify and develop consumer solutions.We incorporate constant and detailed consumer feedback in our dynamic product development process,allowing us to iterate on and improve our products throug

159、hout development and identify new adjacent 9TABLE OF CONTENTS opportunities.We scour ratings and reviews using proprietary software to find and understand opportunitiesto improve the consumer experience.This always-on dialogue with the consumer leads to our continuousidentification of unsolved consu

160、mer pain points in multiple new categories.Adapting technologies and engineering new solutions to solve consumer problems in new areasOur global,cross-functional product development and engineering teams are constantly improving ourconsumer solutions.Leveraging these teams expertise,we solve consume

161、r problems that we haveuncovered,adapt our technologies to new uses or solve new problems from scratch.For instance:We launched our Shark Cordless vacuums in 2014.Leveraging our No-Loss-of-Suction technology,we delivered a game-changing product that housed the cleaning performance of a corded vacuum

162、 ina lightweight cordless format.In addition to our No-Loss-of-Suction technology,our cordlessvacuums boast impressive runtimes and Self-Cleaning Brushroll technology.In cordless sticks,wehave captured 56%share of the category growth between the twelve months ended January 4,2020and the twelve month

163、s ended December 31,2022,according to NPD.Ninjas 2018 launch of Foodi not only showcased our ability to rapidly scale novel concepts,but alsolaunched an entire category.Foodi was the first in the market to combine two popular cookingtechniques,pressure cooking and air frying,into one multifunctional

164、 cooker,achieving food texturethat is tender inside and crispy outside.Foodi has over 27%market share in multi-cookers in theUnited States as of December 31,2022 and 60%market share in Electrical Cooking Pots in GreatBritain as of December 31,2022,according to NPD and GfK,respectively.The Foodi bran

165、d thenexpanded to Toaster Ovens,Electric Grills and Air Fryers capturing 23%,43%and 27%market sharein each category,respectively,as of December 31,2022,according to NPD.We introduced the Ninja CREAMi,our revolutionary ice cream maker,in 2021 and were able torapidly expand the ice cream maker market

166、while capturing 60%market share,according to NPD,allwithin less than two years of entering the category.When we launched Ninja NeverStick Premium Cookware,we entered a new category with superiorperformance relative to the traditional non-stick design that had existed with limited innovation fordecad

167、es.In the Food Preparation category,as of December 31,2022,we had gained approximately5%market share of the United States$2.5 billion cookware market according to NPD.We capturedthat market share within two years of entering the market and we believe we are just getting started.The success of our Fo

168、odi indoor heated cooking line has enabled us to enter outdoor cooking in2022.Our innovative Ninja Woodfire outdoor grill relies on proprietary technology to cook low andslow or hot and fast,while adding massive woodfired flavor,with only a small amount of naturalwood pellets,and also operates as an

169、 air-fryer.Expanding the product assortment and retailer placements of our new categoriesWithin the new categories we enter,we continuously expand our product assortment,further disruptingthese markets and growing retailer placements of our new products.For example:We entered the Beauty category wit

170、h the 2021 launch of Shark HyperAIR.Leveraging our air-movement technologies and broader engineering and design capabilities,we created an innovativehair drying and styling system within the$100-$300 price point.We have since expanded ourproduct offering in the category through the launch of Shark F

171、lexStyle,an innovative hair styler thatenables consumers to dry while they style with no heat damage.This product has garneredsignificant consumer and retailer demand,further fueling our momentum in the Beauty category andearning us disproportionate share of shelf across retailers.In the Home Enviro

172、nment category,we launched our first generation of Shark air purifiers in 2021with anti-allergen,odor lock and smart sensing monitor technology.In 2022,we launched our secondgeneration of air purifiers,which feature HEPA filtration and a smaller,more versatile design.Wehave continued to expand our p

173、roduct assortment in this category with our recent launch of our 3-in-1 air purifier,which offers heating and cooling functionality in addition to our previous airpurification technologies.10TABLE OF CONTENTS In the multi floorcare sub-category,we wanted to continue our path of innovation by combini

174、ng twohistorically separate products into one.We created the Shark HydroVac,a 3-in-1 vacuum,mop andself-cleaning system.The newest addition to our multi-floorcare lineup vacuums,mops and cleansitself at the same time as it deep cleans hard floors and area rugs.We consistently launch into new categor

175、ies to bring original consumer-centric innovations to market.Year after year,SharkNinja has accelerated its pace of growth by entering and capturing share in over27 sub-categories,swiftly disrupting and gaining leading market share in many of them.In the pastthree years alone,we have entered and dis

176、rupted the following product sub-categories:Countertop Ovens,Indoor Grills,Cookware,Ice Cream Makers,Cutlery,Bakeware,Home Environment,Hair Dryers,Wet/DryFloorcare and Outdoor Grilling.These new product sub-categories not only increase our householdpenetration but also expand use occasions,the numbe

177、r of products per home and our brand presence acrosshouseholds.3.Globalize Our BrandWe will operate in 26 markets upon the completion of the separation and distribution and ourinternational expansion remains a key area of strategic focus.In 2014,we transformed our United Kingdommodel from a distribu

178、tor model to a direct SharkNinja operation and unleashed a new phase of categoryexpansion and market share gains.Since shifting to a direct SharkNinja operation,we have scaled theUnited Kingdom business to sales of over$490 million in 2022.With the success of our direct model in theUnited Kingdom,Sh

179、arkNinja has captured significant share across all major categories in which we operate,and in 2020,we began leveraging our success in the United Kingdom to drive further expansion acrossEurope,particularly in Germany and France.We have been able to consistently leverage this model tosuccessfully en

180、ter and meaningfully grow in new markets.Our international presence enables us to develop local consumer insights to create new consumer-driven innovations that we are able to offer globally.We are confident that globalizing our brand will drivesynergistic growth.4.Drive Operating Margins and Effici

181、enciesAt SharkNinja,we are rarely satisfied.That tenacious spirit extends beyond producing some of theworlds most innovative and technologically advanced household appliances,to our production processesand the way we operate.We have built an agile and quality-oriented supply chain with ample capacit

182、y tosupport future growth.We intend to grow our margins by enhancing our product mix through innovation andby pursuing additional cost-saving opportunities.We achieved a gross margin of over 45%for the yearended December 31,2020 and we are highly focused on returning to approximately that margin lev

183、el overthe longer term;we view our gross margin as a competitive advantage providing us with significantflexibility over how much we invest in our R&D,selling and marketing and other growth-orientedinvestments.Our Market OpportunityWe consider all households to be potential consumers,from students i

184、n their college dormitories tosingle adults and large families in starter or high-end homes.Our offering allows consumers to progressfrom lower price points to more premium offerings,and expand from one SharkNinja product to many.Further,we believe in the recession-resilient nature of our offerings,

185、as we believe consumers may viewexpenditure on many of our products as potential cost-saving investments.Our Addressable MarketWe compete in a broad range of product sub-categories,which we continue to expand.Our Shark andNinja brands primarily compete in the massive and growing small household appl

186、iance market.We considerour market opportunity in terms of a Total Addressable Market(“TAM”),which we believe is the market wecan reach over the long-term and is comprised of existing product categories in existing markets andpotential new product categories and potential new markets.We consider our

187、 TAM to be represented by thesmall appliance market,as defined by Euromonitor,in the United States and international markets.ThisTAM is$112 billion and grew at 7.2%CAGR from 2017 through 2022 and is expected to grow at an 8.4%11TABLE OF CONTENTS CAGR from 2022 through 2027.Our 2022 net sales of$3.7

188、billion represented 3.3%penetration of ourTAM,calculated as our net sales divided by total TAM.We define the categories and markets which we currently serve as our Serviceable Addressable Market(“SAM”),which is$39 billion.This figure represents the aggregate retail value RSP in U.S.Dollars for allca

189、tegories and all geographies in which SharkNinja currently has retail value RSP data available based onEuromonitor.We expect to continue to grow our SAM over time as we expand beyond our current marketsinto new adjacent categories and increase our number of products per household.Source:Euromonitor

190、International Limited,Consumer Appliances 2023 edition.Market size and growth estimates basedon Euromonitor retail value RSP in USD$at current prices and fixed 2022 exchange rates.Consumer Trends in Our FavorConsumer aspirations for higher quality lifestyles;more time for leisure and less for chores

191、The rise in dual-income households has left consumers with less time for household tasks and increaseddisposable income to pay more for quality,time-and energy-saving devices.A 2022 study by Happy Moneyfound that,across various income levels,those who made time-saving purchases,which reduce time spe

192、nton cooking,cleaning and household maintenance tasks,reported higher levels of happiness compared tothose who did not.We believe SharkNinja products allow consumers to navigate daily tasks more efficientlywithout compromising on quality.Emergence of millennials as the prominent consumer forceWe bel

193、ieve our products have broad consumer appeal,especially among consumers seeking highquality products with advanced technological capabilities.The Millennial generation,in particular,has anaffinity for advanced technological capabilities as the first generation of digital natives.Millennialscurrently

194、 comprise the largest living generation in the United States and are in their peak home-buying andconsumption years.According to a 2022 National Association of Realtors study,Millennials currentlycomprise 43%of homebuyers,which we expect to be a tailwind for the small household appliancecategories.I

195、ncreased importance of the home environmentA 2022 study by AT&T predicts the hybrid work model will grow to 81%of the American workforce in2024.We believe that as consumers continue to spend more time at home and seek to elevate their homeenvironment the demand for our products will increase.12TABLE

196、 OF CONTENTS Increased availability and influence of product ratings and reviewsProduct reviews and ratings have become critical measures of performance for consumer goodscompanies.According to a 2021 PowerReviews survey,more than 99.9%of U.S.consumers read reviewswhen shopping online and 57%read re

197、views when shopping in brick-and-mortar stores to assess potentialpurchases.The survey found that ratings and reviews have become the most important factor influencingpurchase decisions for the first time,ranking above price,free shipping,brand and recommendations fromfamily and friends.We believe S

198、harkNinja is well-positioned to take advantage of this trend,with 74%ofour reviews across our own websites rated 5-star.Summary Risk FactorsOur business is subject to a number of risks and uncertainties,as more fully described under“Risk Factors”in this prospectus.These risks could materially and ad

199、versely impact our business,financialcondition and results of operations,which could cause the trading price of our ordinary shares to decline.Some of these risks include:Our business depends on maintaining and strengthening our brands to generate and maintain ongoingdemand for our products,and a si

200、gnificant reduction in such demand,or misuse by licensees of ourbrands,could harm our business,financial condition and results of operations.If we are unable to commercialize a continuing stream of new products and line extensions thatcreate demand,our ability to compete in the marketplace may be ma

201、terially and adversely impacted.We may be unable to manage our future growth effectively,which could make it difficult to executeour business strategy.Our net sales and profits depend on the level of consumer spending on our products,which issensitive to general economic conditions and other factors

202、;during a downturn in the economy,consumer purchases of discretionary items may be adversely affected,which could materially harmour business,financial condition and results of operations.Our growth depends,in part,on our continued penetration and expansion into new markets,and wemay not be successf

203、ul in doing so.Our business could be adversely affected if we fail to maintain product safety,quality andperformance at an acceptable cost.We participate in highly competitive markets,and we may not be able to compete successfully,causing us to lose market share and sales.We rely principally on supp

204、liers,and problems with,or loss of,our suppliers or an inability to obtainraw materials could harm our business,financial condition and results of operations.We have significant international operations and are exposed to risks associated with doing businessglobally.Our results of operations may be

205、adversely affected by inflation,changes in the cost or availability ofraw materials,energy,transportation and other necessary supplies and services.We depend on highly skilled personnel,and if we are unable to hire,integrate and retain ourpersonnel,we may not be able to address competitive challenge

206、s.Claims by third parties that we are infringing their intellectual property and other litigation couldadversely affect our business.We are subject to data security and privacy risks that could negatively affect our reputation,business,financial condition and results of operations.From time to time,

207、we may be subject to legal proceedings,regulatory disputes and governmentalinquiries that could cause us to incur significant expenses,divert our managements attention andmaterially harm our business,financial condition and results of operations.13TABLE OF CONTENTS Our business involves the potentia

208、l for product delays,product recalls,product liability and otherclaims against it,which could affect our business,financial condition and results of operations.We have no operating history as a stand-alone public company,and our historical financial data isnot necessarily representative of the resul

209、ts we would have achieved as a stand-alone publiccompany and may not be a reliable indicator of our future results.We may be unable to achieve some or all of the anticipated benefits of the separation,and theseparation may adversely affect our business,financial condition and results of operations.W

210、e or JS Global may fail to perform under various transaction agreements that will be executed aspart of the separation or we may fail to have necessary systems and services in place when certain ofthe transaction agreements expire.We have identified a material weakness in our internal control over f

211、inancial reporting.As a publiccompany,we will be obligated to maintain internal control over financial reporting and to evaluateand determine its effectiveness.Identification of material weaknesses in the future or any failure ofour internal systems,controls and procedures could have an adverse effe

212、ct on our business,financialcondition,results of operations and investor confidence.Immediately following the completion of the separation and distribution,Mr.Wang will be asubstantial shareholder of us and will have influence over matters outside the ordinary course of ourbusiness requiring a share

213、holder vote,which may limit your ability to influence our actions.Because we are incorporated under the laws of the Cayman Islands,you may face difficulties inprotecting your interests,and your ability to protect your rights through the U.S.federal courts maybe limited.The Separation and Distributio

214、nBackgroundJS Global has determined to separate SharkNinja from JS Global.As part of the separation,JS Global intends to effect a reorganization whereby:(i)JS Global forms awholly owned subsidiary,SharkNinja,Inc.,(ii)we and JS Global effect certain transfers and transactionssuch that,among other thi

215、ngs,(a)JS Global directly owns all outstanding shares of SharkNinja SPV and(b)SharkNinja Co.,Ltd.(“SNJP”)and our Asia Pacific Region and Greater China(“APAC”)distributionchannels are transferred to JS Global and(iii)JS Global contributes all outstanding shares of SharkNinjaSPV to SharkNinja,Inc.in e

216、xchange for shares of SharkNinja,Inc.(following which,we will be governedby the memorandum and articles of association of SharkNinja,Inc.(the“New Memorandum and Articles ofAssociation”).Therefore,prior to the completion of the separation and distribution,we will be a whollyowned subsidiary of JS Glo

217、bal and all of our outstanding ordinary shares will be owned by JS Global.As part of the separation and distribution,we intend to enter into a separation and distributionagreement with JS Global(the“Separation and Distribution Agreement”).We also intend to enter intovarious other agreements to provi

218、de a framework for our relationship with JS Global after the separation,including the Transition Services Agreement,the Employee Matters Agreement,the Brand LicenseAgreement,the Sourcing Services Agreement(JS Global),the Sourcing Services Agreement(Joyoung)andthe Product Development Agreement.These

219、agreements will govern certain relationships between JS Globaland us following the separation and will provide for the allocation between JS Global and us of the assets,employees,liabilities and obligations(including investments,property and employee benefits and tax-related assets and liabilities)a

220、ttributable to periods prior to,at and after the separation that comprise theSharkNinja business(the“SharkNinja Business”)and the JS Global business,respectively.See“RiskFactorsRisks Related to the Separation and Distribution and Being a Public Company,”“The Separationand Distribution TransactionsTh

221、e Separation”and“Certain Relationships and Related PartyTransactions.”JS Global also intends to make a distribution to the JS Global Shareholders of all of its equity interestin us in the form of a dividend of our ordinary shares.14TABLE OF CONTENTS Reasons for the Separation and DistributionFollowi

222、ng JS Globals assessment of the overall market positions of product offerings under the Shark,Ninja and Joyoung brands,JS Global recognized that continued success in each market requires geographic-specific considerations,including consumer habits,localized lifestyle differences,cultural differences

223、 andconsumer and market preferences.As a result,the JS Global board of directors(the“JS Global Board”)believes that the best strategy to drive global business growth and expand its presence in localized marketsat this time is to separate into its two primary delineated markets:(i)the APAC region and

224、(ii)NorthAmerica,Europe and other select international markets.JS Global intends to remain listed on the StockExchange of Hong Kong(with Joyoung remaining listed on the Shenzhen Stock Exchange)and focus on theAPAC region,while SharkNinja,as a separate entity,intends to list on NYSE and focus on Nort

225、h America,Europe and other select international markets.The JS Global Board believes that the separation and distribution at this time is commerciallybeneficial to JS Global and SharkNinja and in the interest of the JS Global Shareholders as a whole as itexpects the following benefits:the separation

226、 would strengthen the operational management ability of both JS Global andSharkNinja,and their respective abilities to recruit and retain personnel;the separation and distribution would create two independent businesses,JS Global and SharkNinja,with enhanced geographic focus,each of which the JS Glo

227、bal Board believes is well positioned forcontinued growth and market share capture,driven by innovation and new product offerings in theirrespective areas;the separation and distribution would be conducive to improving the operation,financialtransparency and corporate governance level of JS Global a

228、nd SharkNinja,respectively,throughwhich investors could form a better understanding of,and make investment decisions in,businesseswith different focuses,thus achieving reasonable valuations,enhancing the interests of allshareholders of JS Global and SharkNinja;andthe separation and distribution woul

229、d enable shareholders and investors to assess the investmentpropositions of each business of JS Global and SharkNinja individually and freely select whether tocontinue to participate in both businesses or adjust their investment exposure,so as to unlock andenhance the market value of both JS Global

230、and SharkNinja.Following the completion of the separation and distribution,JS Global will continue to engage in thedesign,production,marketing and distribution of various product offerings under the Shark and Ninjabrands across the APAC region.While such product offerings will be under the Shark and

231、 Ninja brands,theproducts designed for the APAC markets will generally be distinct and designed to cater to local consumerpreferences.Alongside this operation,JS Global will continue its existing Joyoung business that it has beenoperating for almost 30 years.Joyoung primarily engages in product rese

232、arch,design,marketing,export anddistribution of products under the Joyoung brand,including soybean milk makers,juicers,rice cookers andair fryers.Joyoung products are primarily sold in Mainland China,and Joyoung has a leading position inMainland China in various small household appliance products.JS

233、 Global and Joyoung have historicallymanufactured,and procured their suppliers to manufacture,certain Shark and Ninja branded products,including cooking appliances,food preparation appliances and floorcare products,which we then distributein the North American and European markets.Following the comp

234、letion of the separation and distribution,we will pay JS Global a sourcing service fee to provide value-added sourcing services on a transitional basisas we establish independent sourcing capabilities,and Joyoung will manufacture,or procure its suppliers tomanufacture,certain products on our behalf

235、on which we will pay Joyoung an arms-length markup.While,as of the date of this prospectus,JS Global intends to effect the separation and distribution,JSGlobal has no obligation to pursue or consummate the separation and distribution by any specified date or atall.If pursued,the separation and distr

236、ibution are subject to various conditions,including receipt of anynecessary regulatory or other approvals.If the conditions to the separation and distribution are not satisfied,JS Global may decide to waive one or more of these conditions and consummate the separation anddistribution.15TABLE OF CONT

237、ENTS For additional information on the separation and distribution,see“The Separation and DistributionTransactions”and the JS Global Circular,a copy of which is filed as Exhibit 99.6 to this registrationstatement.Implications of Being a Foreign Private IssuerWe qualify as a“foreign private issuer”fo

238、r purposes of the U.S.Securities Exchange Act of 1934,asamended(the“Exchange Act”).As a foreign private issuer,we may take advantage of certain provisionsunder the rules that allow us to follow Cayman Islands law(“Cayman Law”),including the Companies Act(As Revised)of the Cayman Islands(the“Companie

239、s Act”)for certain corporate governance matters.Aslong as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certainprovisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solicita

240、tion of proxies,consents or authorizations inrespect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership andtrading activities and liability for insiders who profit from trades made in a short period of t

241、ime;andthe rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Qcontaining unaudited financial and other specified information,or current reports on Form 8-K,uponthe occurrence of specified significant events.Foreign private issuers are also exempt from cer

242、tain more stringent executive compensation disclosurerules.Thus,if we remain a foreign private issuer,we will continue to be exempt from the more stringentcompensation disclosures required of public companies that are not a foreign private issuer.For risks related to our status as a foreign private

243、issuer,see“Risk FactorsRisks Related to theSeparation and Distribution and Being a Public CompanyAs a foreign private issuer,we will be subject todifferent U.S.securities laws and rules than a domestic U.S.issuer,which may limit the informationpublicly available to our shareholders”and“Risk FactorsR

244、isks Related to the Separation and Distributionand Being a Public CompanyWe may lose our foreign private issuer status,which would then require usto comply with the Exchange Acts domestic reporting regime and may cause us to incur significant legal,accounting and other expenses.”Corporate Informatio

245、nWe were incorporated as an exempted company in the Cayman Islands on June 27,2017.Our principalexecutive offices are located at 89 A Street,Needham,MA 02494.Our telephone number is(617)243-0235and our website address is .The information contained on,or that can be accessedthrough,our website is not

246、 a part of this prospectus.We have included our website address in thisprospectus solely as an inactive textual reference.JS Global,an exempted company incorporated in the Cayman Islands,will be our only shareholderimmediately prior to the completion of the separation and distribution.For more infor

247、mation on ourrelationship with JS Global,see“The Separation and Distribution Transactions,”“Certain Relationships andRelated Party Transactions”and“Principal Shareholders.”Upon the completion of the separation and distribution,Mr.Wang,the Chairperson of our Board,willhold or have the ability to cont

248、rol approximately 57.0%of the voting power of our outstanding sharecapital.As of the Record Date,Mr.Wang holds or controls 57.0%of JS Globals outstanding share capitalthrough(i)JS Holding Limited Partnership(“JS Holding”),which owns 46.2%of JS Globals outstandingshare capital,(ii)Sol Omnibus SPC(“So

249、l Omnibus”),which owns 9.5%of JS Globals outstanding sharecapital,and(iii)direct ownership of 1.3%of JS Globals outstanding share capital.The general partner ofJS Holding is ultimately controlled by Mr.Wang.Mr.Wang also ultimately controls Sol Omnibus.As a result,upon the completion of the separatio

250、n and distribution,we will be a“controlled company”as defined under NYSE corporate governance rules.As long as Mr.Wang continues to hold or has theability to control a majority of the voting power of our outstanding shares,he will generally be able to 16(1)(2)(3)TABLE OF CONTENTS control significant

251、 corporate activities,including the appointment of our directors and approval ofsignificant corporate transactions.Mr.Wangs controlling interest may discourage or prevent a change incontrol of our company that other holders of our ordinary shares may favor.We have currently elected not toavail ourse

252、lves of any“controlled company”exemptions.See“Risk FactorsRisks Related to Ownershipof Our Ordinary SharesImmediately following the completion of the separation and distribution,Mr.Wang will be a substantial shareholder of us and will have influence over matters outside the ordinarycourse of our bus

253、iness requiring a shareholder vote,which may limit your ability to influence our actions”and“Risk FactorsRisks Related to Ownership of Our Ordinary SharesWe will be a“controlledcompany”within the meaning of the rules of NYSE and,as a result,will qualify for exemptions fromcertain corporate governanc

254、e requirements.Although we do not intend to rely on these exemptions at thistime,we may do so in the future and you may not have the same protections afforded to shareholders ofcompanies that are subject to such requirements.”Immediately Prior to the Distribution This simplified organizational chart

255、 does not reflect certain intermediate holding companies,subsidiaries or specialpurpose vehicles that are the direct shareholders of some of the depicted entities.Immediately prior to the separation and distribution,Mr.Wang holds or controls 57.0%of JS Globals outstandingshare capital through(i)JS H

256、olding,which owns 46.2%of JS Globals outstanding share capital,(ii)Sol Omnibus,which owns 9.5%of JS Globals outstanding share capital,and(iii)direct ownership of 1.3%of JS Globalsoutstanding share capital.SharkNinja Operations refers to SharkNinja SPV and its consolidated subsidiaries,which are the

257、entitiesconducting our operations.17(1)(1)(2)(3)TABLE OF CONTENTS Immediately After the Distribution This simplified organizational chart does not reflect certain intermediate holding companies,subsidiaries or specialpurpose vehicles that are the direct shareholders of some of the depicted entities.

258、As the distribution will occur on a pro rata basis,immediately after the completion of the distribution,the percentage of our share capital that Mr.Wang owns or controls will be the same as the percentage of JSGlobals share capital that Mr.Wang owns or controls.SharkNinja Operations refers to SharkN

259、inja SPV and its consolidated subsidiaries,which are the entitiesconducting our operations.18(1)TABLE OF CONTENTS SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDFINANCIAL AND OPERATING INFORMATIONThe following tables summarize our consolidated financial and operating information.We

260、 have derivedour summary consolidated statements of income information and consolidated statements of cash flowsinformation for the years ended December 31,2020,2021 and 2022 from our audited consolidated financialstatements included elsewhere in this prospectus.The consolidated statements of income

261、 information andconsolidated statements of cash flows information for the three months ended March 31,2022 and 2023 andthe summary consolidated balance sheet information as of March 31,2023 are derived from our unauditedcondensed consolidated financial statements included elsewhere in this prospectu

262、s.In our opinion,ourunaudited condensed consolidated financial statements have been prepared on the same basis as our annualconsolidated financial statements and reflect all adjustments,which include only normal recurringadjustments necessary for the fair presentation of our financial information se

263、t forth in those statements.Our historical results are not necessarily indicative of the results that may be expected in the future.Exceptas otherwise indicated,the following unaudited pro forma condensed consolidated financial and operatinginformation presents SharkNinjas summary consolidated state

264、ments of income information and balancesheet information after giving pro forma effect to the Transactions described in“Unaudited Pro FormaCondensed Consolidated Financial Information.”The unaudited pro forma condensed consolidatedstatement of income information for the year ended December 31,2022 a

265、nd for the three months endedMarch 31,2023 gives pro forma effect to the Transactions described in“Unaudited Pro Forma CondensedConsolidated Financial Information”as if they had occurred on January 1,2022.The unaudited pro formacondensed consolidated balance sheet information as of March 31,2023 giv

266、es pro forma effect to theTransactions described in“Unaudited Pro Forma Condensed Consolidated Financial Information”as if theyhad occurred on March 31,2023.The unaudited pro forma condensed consolidated financial and operatinginformation set forth below is based upon available information and assum

267、ptions that we believe arereasonable.The unaudited pro forma information is illustrative and not intended to represent what ourresults of operations or financial position would have been had the transactions described in“Unaudited ProForma Condensed Consolidated Financial Information”occurred on the

268、 dates indicated or to project ourresults of operations or financial position for any future period.You should read the following financialinformation together with the information under“Capitalization,”“Managements Discussion and Analysisof Financial Condition and Results of Operations,”“Unaudited

269、Pro Forma Condensed ConsolidatedFinancial Information”and our consolidated financial statements and related notes included elsewhere inthis prospectus.Consolidated Statements of Income Information($in thousands,exceptshare and per share data)Years EndedDecember 31,Three Months EndedMarch 31,Pro Form

270、aYear EndedDecember 31,Pro FormaThreeMonthsEndedMarch 31,2020 2021 2022 2022 2023 2022 2023 Net Sales$2,753,166$3,726,994$3,717,366$809,626$855,282$3,622,856$836,222 Cost of Sales 1,499,724 2,288,810 2,307,172 457,700 454,739 2,247,994 435,936 Gross Profit 1,253,442 1,438,184 1,410,194 351,926 400,5

271、43 1,374,862 400,286 Operating Expenses Research andDevelopment 159,635 200,641 215,660 51,971 58,725 214,936 58,626 Sales and Marketing 445,084 619,162 621,953 125,541 152,120 598,295 147,068 General andAdministrative 183,286 180,124 251,207 52,025 67,068 309,647 47,683 Total OperatingExpenses 788,

272、005 999,927 1,088,820 229,537 277,913 1,122,878 253,377 Operating Income 465,437 438,257 321,374 122,389 122,630 251,984 146,909 Interest Expense,Net (40,279 (16,287 (27,021 (4,004 (8,489 (34,962 (14,823 Other Income(Expense),Net (5,692 (7,644 7,631 (3,909 (2,780 14,699 (1,785 Income Before IncomeTa

273、xes 419,466 414,326 301,984 114,476 111,361 231,721 130,301 19(1)(1)(1)(1)TABLE OF CONTENTS($in thousands,exceptshare and per share data)Years EndedDecember 31,Three Months EndedMarch 31,Pro FormaYear EndedDecember 31,Pro FormaThreeMonthsEndedMarch 31,2020 2021 2022 2022 2023 2022 2023 Provision for

274、 IncomeTaxes 92,268 83,213 69,630 25,565 24,265 54,165 28,410 Net Income$327,198$331,113$232,354$88,911$87,096$177,556$101,891 Net Income Per Share,basicand diluted$6,544$6,622$4,647$1,778$1,742 Weighted-Average Numberof Shares Used inComputing Net Income PerShare,basic and diluted 50,000 50,000 50,

275、000 50,000 50,000 Pro Forma Net Income PerShare,basic and diluted$1.28$0.73 Pro Forma Weighted-Average Number of SharesUsed in Computing NetIncome Per Share,basic anddiluted 138,982,872 138,982,872 Consolidated Statements of Cash Flows Information($in thousands,exceptshare and per share data)Years E

276、ndedDecember 31,Three Months EndedMarch 31,2020 2021 2022 2022 2023 Net Cash Provided by(Used in)Operating Activities$293,435$229,147$204,964$(101,130$89,762 Net Cash Used in Investing Activities (81,434 (66,366 (52,384 (11,134 (7,799 Net Cash Provided by(Used in)Financing Activities (120,668 (54,50

277、0 (160,170 8,026 (98,631 Consolidated Balance Sheet Information As of March 31,2023($in thousands)Actual Pro Forma Cash and Cash Equivalents$181,537$146,857 Total Assets 3,166,828 3,078,692 Total Liabilities 1,308,821 1,677,480 Total Shareholders Equity 1,858,007 1,401,212 Includes share-based compe

278、nsation as follows:Year Ended December 31,Three Months EndedMarch 31,($in thousands)2020 2021 2022 2022 2023 Research and Development$1,713$2,918$1,741$821$230 Sales and Marketing 1,866 1,755 459 257 101 General and Administrative 6,455 9,251 3,309 1,492 517 Total Share-Based Compensation$10,034$13,

279、924$5,509$2,570$848 Non-GAAP Financial MeasuresWe review the following non-GAAP financial measures to evaluate our business,measure ourperformance,identify trends affecting our business,formulate financial projections and make strategicdecisions.Increases or decreases in our non-GAAP financial measu

280、res may not correspond with increases ordecreases in our net sales and our non-GAAP financial measures may be calculated in a manner differentthan similar non-GAAP financial measures,respectively,used by other companies.20)(1)(2)(3)(4)(5)(6)(7)(8)TABLE OF CONTENTS Year Ended December 31,Three Months

281、 Ended March 31,($in thousands,except%and per share data)2020 2021 2022 2022 2023 Adjusted Net Sales$2,689,708$3,625,299$3,619,932$789,546$835,633 Adjusted Gross Profit$1,204,356$1,476,062$1,447,561$359,210$406,792 Adjusted Gross Margin 44.8%40.7%40.0%45.5%48.7%Adjusted Net Income$349,490$423,242$33

282、0,365$109,280$118,999 Adjusted Net Income Per DilutedShare$6,990$8,465$6,607$2,186$2,380 EBITDA$537,825$508,796$415,713$138,684$142,604 Adjusted EBITDA$527,699$603,129$519,614$159,235$178,016 Adjusted EBITDA Margin 19.6%16.6%14.4%20.2%21.3%We define Adjusted Net Sales as net sales as adjusted to exc

283、lude certain items that we do not consider indicative ofour ongoing operating performance following the separation,including net sales from our Japanese subsidiary,SNJP,and our APAC distribution channels,both of which will be transferred to JS Global concurrently with theseparation(the“Divestitures”

284、).We define Adjusted Gross Profit as gross profit as adjusted to exclude(i)non-recurring tariff refunds received andrecognized in 2020 related to tariffs incurred in 2019(the“Tariff Refunds”)and(ii)certain items that we do notconsider indicative of our ongoing operating performance following the sep

285、aration,including the net sales and costof sales from our Divestitures and the cost of sales from inventory markups that will be eliminated as a result oftransitioning certain product procurement functions from a subsidiary of JS Global to SharkNinja concurrently withthe separation(the“Product Procu

286、rement Adjustment”).We define Adjusted Gross Margin as Adjusted Gross Profit divided by Adjusted Net Sales.We define Adjusted Net Income as net income excluding(i)share-based compensation,(ii)certain litigation costs,(iii)foreign currency gains and losses,(iv)amortization of certain deferred financi

287、ng fees,(v)amortization ofcertain acquired intangible assets,(vi)the Tariff Refunds,(vii)certain separation and distribution costs,(viii)certain items that we do not consider indicative of our ongoing operating performance following theseparation,including net income from our Divestitures and cost o

288、f sales from our Product Procurement Adjustment,(ix)a one-time discretionary bonus and(x)the tax impact of the adjusted items.We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by the diluted weighted averagenumber of ordinary shares.We define EBITDA as net income excludi

289、ng(i)interest expense,(ii)income tax expense and(iii)depreciation andamortization.We define Adjusted EBITDA as EBITDA excluding(i)share-based compensation cost,(ii)the Tariff Refunds,(iii)certain litigation costs,(iv)foreign currency gains and losses,(v)certain separation and distribution costs,(vi)

290、a one-time discretionary bonus and(vii)certain items that we do not consider indicative of our ongoingoperating performance following the separation,including net income from our Divestitures and cost of sales fromour Product Procurement Adjustment.We define Adjusted EBITDA Margin as Adjusted EBITDA

291、 divided by Adjusted Net Sales.For additional information about our non-GAAP financial measures,including reconciliations of thenon-GAAP financial measures to the most directly comparable financial measures stated in accordance withGAAP,see“Managements Discussion and Analysis of Financial Condition

292、and Results of Operations Non-GAAP Financial Measures.”21(1)(2)(3)(4)(5)(6)(7)(8)TABLE OF CONTENTS RISK FACTORSYou should consider carefully the following risks,together with the financial and other informationcontained in this prospectus,which we believe are the principal risks that we face.If any

293、of the followingrisks or uncertainties actually occurs,our business,financial condition and results of operations could bematerially and adversely affected.In that case,the market price of our ordinary shares could decline.Therisks discussed below are not the only risks we face.Additional risks or u

294、ncertainties not currently known tous,or that we currently deem immaterial,may also have a material adverse effect on our business,financialcondition and results of operations.We cannot assure you that any of the events discussed below will notoccur.Risks Related to Our Business,Operations and Indus

295、tryOur business depends on maintaining and strengthening our brands to generate and maintain ongoing demand forour products,and a significant reduction in such demand,or misuse by licensees of our brands,could harm ourbusiness,financial condition and results of operations.The“Shark”and“Ninja”names a

296、nd related brand images are integral to the growth of our business,aswell as to the implementation of our strategies for expanding our business into new categories and markets.Our success depends on the value and reputation of our brands,which,in turn,depends on factors such asthe quality,design,per

297、formance,functionality and durability of our products,the image of our DTC saleschannels and retailer floor spaces,our communication activities,including advertising,social media andpublic relations,and our management of the consumer experience,including direct interfaces throughsupport services.Mai

298、ntaining,promoting and positioning our brands is important to expanding ourconsumer base and will depend largely on the success of our marketing and merchandising efforts and ourability to provide consistent,high-quality consumer experiences.We intend to continue making substantialinvestments in the

299、se areas in order to maintain and enhance our brands,and such investments may not besuccessful.Ineffective marketing,negative publicity,product diversion to unauthorized distribution channels,product or manufacturing defects,product recalls,counterfeit products,unfair labor practices,failure toprote

300、ct the intellectual property rights in our brands and detrimental acts by third parties are potentialthreats to the strength of our brands,and those and other factors could rapidly and severely diminishconsumer confidence in us,which may materially and adversely affect our business,financial conditi

301、on orresults of operations.Additionally,the growing use of social media increases the speed with whichinformation and opinions can be shared and the speed with which a companys reputation can be affected.Ifwe fail to correct or mitigate misinformation or negative information,including information sp

302、read throughsocial media or traditional media channels,about us,the products we offer,our consumer experience or anyaspect of our brands,our business,financial condition and results of operations could be adverselyimpacted.Maintaining and enhancing the image of our brands in our current key markets,

303、including NorthAmerica,Europe and other select international markets,and in new markets where we currently may havelimited brand recognition,is important to expanding our consumer base.If we are unable to maintain orenhance our brands in current or new markets,or if we fail to continue to successful

304、ly market and sell ourproducts to our existing consumers or expand our consumer base,growth strategy,business,financialcondition and results of operations could be harmed.We also intend to license certain of our brands and other product-related intellectual property to JSGlobal and certain affiliate

305、s of JS Global for use in certain markets,as well as the right for JS Global andcertain affiliates of JS Global to independently manufacture and distribute products under those brands insuch markets,and such licenses and other grants of rights may create additional exposure for those brands toissues

306、 related to product safety,quality and sustainability,among other concerns,including risks to ourintellectual property and our reputation.If JS Global or its affiliates fails to comply with our qualitystandards and other controls,or otherwise breach the terms of an agreement with us,such failure or

307、breachcould materially and adversely affect our brands,business,financial condition and results of operations.Any dispute with JS Global or its affiliates could be complex,expensive and time-consuming.Additionally,independent third parties and consumers often review our products as well as those of

308、ourcompetitors.Perceptions of our product offerings in the marketplace may be significantly influenced bythese reviews,which are disseminated via various media,including the internet.If reviews of our products 22TABLE OF CONTENTS or our brands are negative or less positive as compared to those of ou

309、r competitors,our brands may beadversely affected and our business,financial condition and results of operations may be materially harmed.If we are unable to commercialize a continuing stream of new products and line extensions that create demand,ourability to compete in the marketplace may be mater

310、ially and adversely impacted.Our strategy includes investment in new product development and a focus on continuous innovation toenhance our product offerings.Our long-term success in the competitive retail environment depends on ourability to develop and commercialize a continuing stream of innovati

311、ve new products and line extensionsthat create consumer demand.Our ability to quickly innovate in order to adapt our products to meetchanging consumer demands is essential,especially in light of e-commerce significantly reducing thebarriers for even small competitors to quickly introduce new brands

312、and products directly to consumers,which may increase competition in our industry and has the potential to divert demand for our products tocompetitors.New product development and commercialization efforts,including efforts to enter markets orproduct categories in which we have limited or no prior e

313、xperience,have inherent risks.These risks includethe costs involved,such as development and commercialization,product development or launch delays andthe failure of new products and line extensions to achieve anticipated levels of market acceptance or growthin sales or operating income.We also face

314、the risk that our competitors will introduce innovative newproducts that compete with our products and thereby divert demand for our products to such competitorsproducts.In addition,sales generated by new products or line extensions could cause a decline in sales ofour existing products.If new produ

315、ct development and commercialization efforts are not successful,ourbusiness,financial condition and results of operations could be adversely affected.Past growth may not be indicative of future growth.Historically,we have experienced sales growth mainly through organic market share gains,geographice

316、xpansion,technological innovation,new product offerings and increased consumer demand for our productlines,including as a result of the COVID-19 pandemic.Our various business strategies and initiatives,including our growth initiatives,are subject to business,economic and competitive uncertainties an

317、dcontingencies,many of which are beyond our control.In the future,we may not be able to:acquire new consumers,retain existing consumers or grow or maintain our share of our current keymarkets,including North America,Europe and other select international markets;penetrate new markets;identify and dev

318、elop new products that meet the demand of rapidly evolving consumer expectations;generate sufficient cash flows to support expansion plans and general operating activities;obtain financing for our growth initiatives,including acquisitions;identify suitable acquisition candidates and successfully int

319、egrate acquired businesses;maintain favorable supplier,retailer and distributor arrangements and relationships;manage an effective pricing strategy to meet changing consumer demands or preferences;maintain our intellectual property to promote and sustain our growth in existing and new categories;mai

320、ntain our omni-channel presence through our relationships with various online and retailers anddistributors;maintain consumer satisfaction and retention;andidentify and divest assets that do not continue to create value consistent with our strategic orfinancial objectives.If we are not able to manag

321、e these potential difficulties successfully in order to continue to compete inour markets and grow our business,financial condition and results of operations could be adverselyaffected.We may be unable to manage our future growth effectively,which could make it difficult to execute our businessstrat

322、egy.We have experienced rapid and consistent growth in our business operations and the scope andcomplexity of our business has increased substantially over the past several years.As a result,the number of 23TABLE OF CONTENTS our full-time employees increased from approximately 1,900 as of December 3

323、1,2020,to approximately2,800 as of December 31,2022,and we have expanded our operations to include new supplier engagements.We have made,and expect to continue to make,significant investments in our research and developmentefforts and in our sales and marketing organizations,including with respect t

324、o future product offerings andaccessories and to expand our operations and infrastructure both domestically and internationally.Thisgrowth has placed,and may continue to place,significant demands on our management,our personnel andour operational and financial infrastructure.For example,our consumer

325、s may increasingly rely on oursupport services to resolve any issues related to the use of our products and smart features.Providing ahigh-quality consumer experience is vital to our success in generating word-of-mouth and social mediareferrals to drive sales,maintain and expand our brand recognitio

326、n and retain existing consumers.Theimportance of high-quality support services will increase as we continue to expand our business andintroduce new and/or enhanced product offerings,especially if we face limited brand recognition in certainmarkets that leads to non-acceptance or delayed acceptance o

327、f our products by consumers.Our ability tomanage our growth effectively and to integrate new employees,technologies and acquisitions into ourexisting business will require us to continue to expand our operational and financial infrastructure and tocontinue to retain,attract,train,motivate and manage

328、 employees.Continued growth could strain our abilityto develop and improve our operational,financial and management controls,enhance our reporting systemsand procedures,recruit,train and retain highly skilled personnel and maintain consumer satisfaction.Additionally,if we do not effectively manage t

329、he growth of our business and operations,the quality of ourproducts could suffer,which could negatively affect our reputation,business,financial condition and resultsof operations,and our corporate culture may be harmed.Our net sales and profits depend on the level of consumer spending on our produc

330、ts,which is sensitive to generaleconomic conditions and other factors;during a downturn in the economy,consumer purchases of discretionaryitems may be adversely affected,which could materially harm our business,financial condition and results ofoperations.Our products are discretionary items for con

331、sumers.Therefore,the success of our business dependssignificantly on economic factors and trends in consumer spending.There are a number of factors thatinfluence consumer spending,including actual and perceived economic conditions,consumer confidence,inflation levels,disposable consumer income,consu

332、mer credit availability,unemployment and tax rates inthe markets where we sell our products.Consumers also have discretion as to where to spend theirdisposable income and may choose to purchase other products if we do not continue to provide authentic,compelling and high-quality products at appropri

333、ate price points.As global economic conditions continue tobe volatile and economic uncertainty remains,trends in consumer discretionary spending also remainunpredictable and consumer spending levels may be subject to declines.Any of these factors could harmdiscretionary consumer spending,resulting in a reduction in demand for our products,decreased prices andharm to our business,financial conditio