Airbnb, Inc.

Table of Contents

As filed with the Securities and Exchange Commission on December 7, 2020.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Registration No. 333-250118

AMENDMENT NO. 2 TO FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Airbnb, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)

7372 (Primary Standard Industrial Classification Code Number)

888 Brannan Street San Francisco, California 94103

(415) 510-4027 (Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant's Principal Executive Offices)

26-3051428 (I.R.S. Employer Identification Number)

Brian Chesky Chief Executive Officer

Airbnb, Inc. 888 Brannan Street San Francisco, California 94103

(415) 510-4027 (Name, Address, Including Zip Code, and Telephone Number, Including

Area Code, of Agent for Service)

Copies

to:

Tad J. Freese Kathleen M. Wells Anthony J. Richmond Latham & Watkins LLP

140 Scott Drive Menlo Park, California 94025

(650) 328-4600

Kevin P. Kennedy Simpson Thacher & Bartlett LLP

2475 Hanover Street Palo Alto, California 94304

(650) 251-5000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities 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(c) under the Securities Act, check the following box and list the Securities 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 the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered Class A common stock, $0.0001 par value per share

Amount to be

Registered(1)

56,551,723

Proposed Maximum Offering Price Per Share

$60.00

Proposed Maximum Aggregate Offering Price(2)

$3,393,103,380

(1) Includes 5,000,000 shares of Class A common stock that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. (3) The registrant previously paid a total of $310,471 in connection with the previous filings of the registration statement.

Amount of Registration Fee(3)

$370,188

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Subject to Completion, dated December 7, 2020 The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Class A Common Stock

51,551,723 Shares

This is an initial public offering of shares of Class A common stock of Airbnb, Inc. We are offering 50,000,000 shares of our Class A common stock. The selling stockholders identified in this prospectus are offering 1,551,723 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $56.00 and $60.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol "ABNB."

We have four series of common stock, Class A, Class B, Class C, and Class H common stock (collectively, our "common stock"). The rights of holders of Class A, Class B, Class C, and Class H common stock are identical, except voting and conversion rights, and with respect to our Class H common stock, redemption rights. Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock, each share of Class C common stock is entitled to no votes, and each share of Class H common stock is entitled to no votes and will convert into a share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not our subsidiary. Holders of our outstanding shares of Class B common stock will beneficially own 81.6% of our outstanding capital stock and represent 99.0% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates beneficially owning 49.0% of our outstanding capital stock as a group, representing approximately 58.8% of the voting power. See the section titled "Description of Capital Stock."

Investing in our Class A common stock involves risks. See the section titled "Risk Factors" beginning on page 31.

Initial public offering price Underwriting discounts and commissions(1) Proceeds to us, before expenses Proceeds to selling stockholders, before expenses

Per Share $ $ $ $

Total $ $ $ $

(1) See the section titled "Underwriting" for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved up to 3,500,000 shares of Class A common stock, or up to 7.0% of the shares offered by us in this offering, for sale at the initial public offering price through a directed share program to eligible hosts on our platform and certain individuals identified by our officers and directors. See the section titled "Underwriting -- Directed Share Program."

We have granted to the underwriters the option for a period of 30 days to purchase up to an additional 5,000,000 shares of Class A common stock from us on the same terms as set forth above.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on

, 2020.

Morgan Stanley Goldman Sachs & Co. LLC Allen & Company LLC BofA Securities Barclays Citigroup

BNP PARIBAS Mizuho Securities Credit Suisse Deutsche Bank Securities Jefferies Wells Fargo Securities

Baird Canaccord Genuity Cowen D.A. Davidson & Co. JMP Securities KeyBanc Capital Markets Needham & Company Oppenheimer & Co. Piper Sandler Raymond James Stifel Wedbush Securities William Blair

Academy Securities Blaylock Van, LLC CastleOak Securities, L.P. C.L. King & Associates Guzman & Company Loop Capital Markets MFR Securities, Inc. Mischler Financial Group, Inc. Ramirez & Co., Inc. Siebert Williams Shank Telsey Advisory Group Tigress Financial Partners

Prospectus dated

, 2020

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In the beginning, two friends opened their door.

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