📄 What This Document Is 📑

This filing is not an earnings report; rather, it is an Exhibit 10.1, which is an amended and restated Securities Purchase Agreement. In simple terms, this document is a detailed, highly legal contract that outlines the terms and conditions for a major debt financing round for Allbirds.

👉 Why it matters: This agreement confirms that Allbirds is raising significant capital by selling convertible notes to a group of private investors (the “Buyers”). These notes are a form of debt that gives the investors high seniority and a path to becoming owners later.

🍪 Who Is Allbirds, Inc.? 👟

To understand this transaction, it helps to know who Allbirds is. Allbirds is a company focused on sustainable and comfortable footwear and apparel. The company's identity and operational structure are critical context for any investors considering its financial health.

• Business Model: Allbirds operates by selling its own branded products (shoes and clothing) and is involved in a significant strategic shift related to the "Shoe Business Sale."
• Location: The company is a Delaware corporation with its offices located at 530 Washington Street, San Francisco, CA 94111.
• Operational Status: The filing confirms that the Company has entered into agreements to consummate the Shoe Business Sale and related transactions, which are permitted under the overarching Transaction Documents.

💰 The Financial Deal: Convertible Notes 💵

The core of this transaction involves the sale of Notes. These "Notes" are essentially high-priority debt, meaning they are senior to most other debts the company might have. They are "convertible," meaning the investors have the option to turn their loan (the Notes) into actual shares of common stock at a later date.

• The Instrument: The company has authorized a new series of senior secured convertible notes, with an aggregate original principal amount of up to $50,000,000.
• Total Capital Potential: The agreement outlines three tranches of funding, totaling the maximum potential amount:
  • Initial Notes: Up to $3,250,000 (to be purchased at the Initial Closing).
  • Additional Mandatory Notes: Up to $2,000,000 (triggered by specific corporate milestones).
  • Additional Optional Notes: Up to $44,750,000 (at the Buyers’ election).

👉 Why it matters: By structuring the investment as Notes that convert to stock, the company gets immediate cash (debt repayment) while offering investors a potential upside (equity stake) if the company succeeds and its stock price rises.

🏦 Deal Mechanics and Pricing ⚙️

The agreement details how the buyers will pay for and receive these Notes, setting out a clear, structured path for the entire financing round.

• The Purchase Price: The aggregate purchase price for the Notes is set at $950 for each $1,000 of the principal amount.
• Initial Closing: The first tranche of Notes will be purchased at the Initial Closing Date.
• Additional Closings: Buyers have the right to purchase additional amounts later through specific tranches (Mandatory or Optional Closings). The maximum total purchase price for any single Buyer's notes is determined by the amounts listed on the Schedule of Buyers.
• Payment Method: All payments must be made by wire transfer of immediately available funds.

⏰ Closing Timelines and Rights 🗓️

The contract doesn't just cover the money; it also sets strict rules for when the transactions can occur, giving both the company and the investors control over the timing.

• Initial Closing Date: This will happen on the first business day that the conditions in the agreement are met.
• Additional Optional Closings (Buyer-Driven): Buyers can request these at any time after the Initial Closing Date. However, this right automatically expires on the fifth (5th) anniversary of the Initial Closing Date, unless the buyers mutually agree to an extension.
• Additional Mandatory Closings (Company-Driven): The Company can require a buyer to participate in a mandatory closing, but this must happen after several conditions are met, including the effective date of the Registration Rights Agreement and the Shoe Sale Closing Time.

👉 Why it matters: The combination of optional and mandatory closing rights gives the company flexibility while also providing the investors a clear endpoint (the 5-year expiration) for their optional investments.

🛡️ The Investment Protection: Securing the Debt 🔒

The deal is not just based on trust; the Notes are secured by the company's assets, providing an extra layer of protection for the investors (the Buyers).

• Ranking: The Notes will rank senior to all other existing and future debt of the Company and its Subsidiaries (except "Permitted Indebtedness").
• Security Interest: The Notes are secured by a first priority perfected security interest in all existing and future assets of the Company and its Subsidiaries.
• Guaranty: The arrangement is backed by a guaranty executed by NewBird AI, LLC, a subsidiary of Allbirds.

💼 Legal and Corporate Guarantees 📜

In an agreement this complex, the filing includes lengthy sections of "representations and warranties"—these are legal assurances from both parties that they are honest, legally capable, and that nothing unexpected will derail the deal.

Buyer Assurances (From the Investors)

The Buyers confirm that they are Accredited Investors (a specific status indicating they meet certain wealth criteria). They also represent that they are purchasing the securities for their own account, not for public resale, and they have been given ample materials to conduct their own due diligence.

Company Assurances (From Allbirds)

Allbirds gives a robust set of guarantees to the investors. The company confirms:

• Good Standing: The company and its subsidiaries are duly organized and legally valid in their jurisdictions.
• No Legal Issues: There are no pending actions, lawsuits, or investigations (including from the SEC).
• No Material Adverse Effect (MAE): The company assures the buyers that there is no existing or anticipated material adverse change in the business, assets, or prospects (other than those related to the Shoe Business Sale).
• No Conflicts: The deal will not violate the company’s corporate charter, bylaws, or applicable laws.

🛣️ Regulatory and Compliance Adherence ✅

The filing demonstrates that Allbirds is adhering to major legal standards. It confirms compliance with several key federal regulations, reassuring the investors about the company's operational stability.

• FCPA Compliance: Allbirds confirms that none of its employees or affiliates have violated the U.S. Foreign Corrupt Practices Act (FCPA) or engaged in anti-bribery activities.
• Sarbanes-Oxley: The Company is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002.
• Intellectual Property: The company asserts that it owns or has rights to all necessary Intellectual Property, except for the Intellectual Property related to the Shoe Business Sale.

📞 Next Steps and Contacts 🌐

This section details the formal logistical procedures for closing the deal, indicating where and how the parties must conduct the transactions.

• Closing Location: All Initial and Additional Closings will occur at the offices of Kelley Drye & Warren LLP, located at 3 World Trade Center, 175 Greenwich Street, New York, NY 10007.

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🧠 The Analogy ⚖️

Think of this financing agreement like a construction loan for a massive custom home. The bank (the Buyers) doesn't just hand over a lump sum; they give you a specialized loan (the Notes) that has several phases. You might have an initial down payment closing, but later on, if the foundation is built and the framing is done (the Mandatory Closing), the bank requires you to take a larger second loan to finish the roof. If you want to add a sunroom later on, you can optionally ask for that money, but you have a strict deadline (the 5-year anniversary) before you can even ask. Because the notes are "secured," the bank doesn't just trust you—it places a lien on the entire house until the debt is repaid, giving it a first priority claim on everything.

🧩 Final Takeaway 🎯

Allbirds is successfully raising up to $50 million in highly senior, convertible debt to fund its strategic operations, making the company highly capitalized. The deal structure provides strong protection (security interests and guarantees) while allowing investors to convert their debt into equity shares when the company’s value increases.