DoorDash, Inc.

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As filed with the Securities and Exchange Commission on November 13, 2020.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Registration No. 333-

FORM S-1 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

DoorDash, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

7389 (Primary Standard Industrial Classification Code Number)

46-2852392 (I.R.S. Employer Identification Number)

DoorDash, Inc. 303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107 (650) 487-3970

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Tony Xu Co-Founder and Chief Executive Officer 303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107 (650) 487-3970

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Tony Jeffries Rezwan D. Pavri Lisa L. Stimmell Shannon R. Delahaye

Lang Liu Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road Palo Alto, California 94304

(650) 493-9300

Keith D. Yandell Tia A. Sherringham

Brian E. Brown Rob Moreno

DoorDash, Inc. 303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107 (650) 487-3970

Heidi E. Mayon Julia R. White Goodwin Procter LLP 601 Marshall Street Redwood City, California 94063 (650) 752-3100

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 of 1933 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company Emerging growth company

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

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered

Proposed Maximum Aggregate Offering Price(1)

Amount of Registration Fee

Class A common stock, par value $0.00001 per share

$100,000,000

$10,910

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

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

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated

, 2020.

Shares

DoorDash, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of DoorDash, Inc.

We have three classes of authorized common stock, Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of Class A common stock. Shares of Class C common stock have no voting rights, except as otherwise required by law, and will convert into Class A common stock, on a share-for-share basis, following the conversion or exchange of all outstanding shares of Class B common stock into shares of Class A common stock and upon the date or time specified by the holders of a majority of the outstanding shares of Class A common stock voting as a separate class. Upon the completion of this offering, no shares of Class C common stock will be issued and outstanding.

Upon the completion of this offering, all shares of Class B common stock will be held by Tony Xu, Andy Fang, and Stanley Tang, or our Co-Founders, who are all

current executives and directors. Upon completion of this offering, Messrs. Xu, Fang, and Tang will collectively hold approximately

% of the voting power of our

outstanding capital stock, which voting power may increase over time as Messrs. Xu, Fang, and Tang exercise or vest in equity awards outstanding at the time of the

completion of this offering. If all such equity awards held by Messrs. Xu, Fang, and Tang had been exercised or vested and exchanged for shares of Class B common

stock as of the date of the completion of this offering, Messrs. Xu, Fang, and Tang would collectively hold

% of the voting power of our outstanding capital stock.

Messrs. Xu, Fang, and Tang are expected to enter into a voting agreement whereby Mr. Xu has the authority (and irrevocable proxy) to direct the vote and vote the

shares of Class B common stock held by Messrs. Fang and Tang, and their respective permitted entities and permitted transferees, at his discretion on all matters to be

voted upon by stockholders. As a result, Mr. Xu will be able to determine or significantly influence any action requiring the approval of our stockholders, including the

election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all

or substantially all of our assets, or other major corporate transaction.

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 per share will be

between $

and $

. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol "DASH".

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

See "Risk Factors" beginning on page 22 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Initial public offering price Underwriting discount(1) Proceeds, before expenses, to DoorDash, Inc.

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

Per share

$ $ $

Total

$ $ $

The underwriters do not have an option to purchase additional shares of Class A common stock from us at the initial offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York, on or about

, 2020.

Goldman Sachs & Co. LLC

Barclays

Mizuho Securities

Deutsche Bank Securities

JMP Securities

Needham & Company

RBC Capital Markets

Oppenheimer & Co.

Prospectus dated

, 2020

J.P. Morgan

UBS Investment Bank

Piper Sandler

William Blair

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