Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Installment Financing Services Agreement
On November 10, 2021 (the "Effective Date"), Affirm, Inc. ("Affirm"), a wholly
owned subsidiary of Affirm Holdings, Inc. (the "Company"), entered into an
Amended and Restated Installment Financing Services Agreement with Amazon.com
Services LLC ("Amazon Services") and Amazon Payments, Inc. ("Amazon Payments"
and, collectively with Amazon Services, "Amazon") (the "Commercial Agreement").
Pursuant to the terms of the Commercial Agreement, Affirm will make its
closed-end installment loan products available to eligible consumers on
Amazon.com, and through the Amazon Pay widget on certain third-party retailer
online channels. Until January 31, 2023 (unless otherwise extended pursuant to
the terms of the Commercial Agreement), Amazon has agreed not to make available
on Amazon.com other closed-end installment loan products and services by certain
competitors of Affirm. Installment products and services offered to customers as
a feature of a credit card will not be covered under this restriction.
Pursuant to the terms of the Commercial Agreement, eligible merchants that make
Affirm's products and services available to their consumers through the Amazon
Pay widget will be charged certain fees on certain transactions, as set forth in
the Commercial Agreement. The amount of such fees generally will be equal to a
percentage of the amount of each transaction financed through Affirm's products
and services through the Amazon Pay widget on a third-party merchant online
channel. In addition, with respect to certain transactions on Amazon.com
financed through Affirm's products and services, Amazon Services will pay Affirm
a fee that will be generally equal to a percentage of the amount of each
transaction financed through Affirm's products and services on Amazon.com plus,
in certain instances, a fixed amount as set forth in the Commercial Agreement.
Subject to certain limited exceptions, until the earlier of (i) the end of the
Term (as defined below) and (ii) the third anniversary of the Effective Date,
Amazon is required to: (i) ensure Affirm's installment products and services are
included at all times in the selection mechanism that determines which financing
offers or payment products and services are displayed to consumers on the
product detail page on Amazon.com, which may or may not select Affirm's
installment products and services for display; and (ii) make available to each
consumer with an eligible purchase amount the option to apply for or use
Affirm's installment products and services to finance the purchase of eligible
products on the payment method selection interface.
The Commercial Agreement has an initial term ending on January 31, 2025 (the
"Initial Term"), and will be extended for successive one-year terms unless
either party provides notice not to extend (each, an "Extension Term" and all
such Extension Terms collectively with the Initial Term, the "Term"). In
addition, upon the occurrence of certain early termination events, either Affirm
or Amazon Services may terminate the Commercial Agreement immediately upon
notice to the other party.
The foregoing includes only a brief description of the material terms of the
Commercial Agreement and does not purport to be a complete description of the
rights and obligations of the parties thereunder, and such descriptions are
qualified in their entirety by reference to the full text of the Commercial
Agreement, which is attached hereto as Exhibit 10.1 and incorporated by
reference into this Item 1.01.
Transaction Agreement and Warrants
On November 10, 2021, in connection with the entry into the Commercial Agreement
by Amazon Services and Amazon Payments, the Company issued to Amazon Services:
(i) a warrant (the "First Warrant") to purchase up to an aggregate of 7,000,000
shares of Class A common stock, $0.00001 par value per share ("Class A common
stock"), of the Company (the "First Warrant Shares") at an exercise price of
$0.01 per share; and (ii) a warrant (the "Second Warrant" and, together with the
First Warrant, the "Warrants") to purchase up to an aggregate of 15,000,000
shares of Class A common stock (the "Second Warrant Shares" and, together with
the First Warrant Shares, the "Warrant Shares") at an exercise price of $100.00
per share. Each Warrant was issued pursuant to a Transaction Agreement, dated as
of November 10, 2021, between the Company and Amazon Services (the "Transaction
Agreement").
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The Warrant Shares vest in multiple tranches. The First Warrant vested and
became exercisable with respect to 1,000,000 First Warrant Shares in connection
with the execution of the Commercial Agreement. The First Warrant will vest and
become exercisable with respect to an additional 3,000,000 First Warrant Shares
in increments of 250,000 First Warrant Shares per calendar quarter through to
December 31, 2024, subject to certain adjustments as set forth in the First
Warrant, provided that Amazon satisfies certain obligations in relation to the
display and availability of Affirm's closed-end installment loan products to
Amazon customers on Amazon.com during the applicable calendar quarter. The First
Warrant will vest and become exercisable with respect to an additional 3,000,000
First Warrant Shares in increments of 250,000 First Warrant Shares per calendar
quarter during calendar years 2022, 2023 and 2024, subject to certain
adjustments as set forth in the First Warrant, provided that as a vesting
condition but not an obligation, Amazon maintains parity of certain program
terms in the Commercial Agreement with any other non-card installment providers
Amazon makes available on Amazon.com during the period between the date of
issuance of the First Warrant and the applicable vesting date. The First Warrant
expires on May 9, 2025.
The Second Warrant will vest and become exercisable quarterly during its term
based on the number of unique Amazon customers that use Affirm products for the
first time on Amazon.com (and any additional websites determined by Affirm and
Amazon) during such calendar quarter, subject to certain adjustments as set
forth in the Second Warrant. The Second Warrant expires on May 9, 2029.
Amazon Services may not exercise the Warrants to the extent such exercise would
cause Amazon Services to beneficially own more than 4.999% of the number of
shares of Class A common stock outstanding immediately after giving effect to
such exercise (excluding any unvested portion of the Warrants) (the "Beneficial
Ownership Limitation"). Amazon Services may, however, waive or modify the
Beneficial Ownership Limitation by providing written notice to the Company
sixty-one days before such waiver or modification becomes effective (or
immediately upon written notice to the Company to the extent the Company is
subject to certain acquisition transactions pursuant to a tender or exchange
offer).
Under the terms of the Transaction Agreement, the Company also granted Amazon
Services certain registration rights with respect to the Warrant Shares. The
Transaction Agreement also limits Amazon Services' ability to transfer the
Warrants under certain circumstances.
. . .


Item 2.02. Results of Operations and Financial Condition.
On November 10, 2021, the Company issued a press release regarding its financial
results for the first fiscal quarter ended September 30, 2021. A copy of the
press release is attached hereto as Exhibit 99.1, and the information in
Exhibit 99.1 is incorporated herein by reference.
The press release attached hereto as Exhibit 99.1 includes certain non-GAAP
financial measures. Reconciliations of these non-GAAP financial measures to the
comparable GAAP financial measures are contained in the press release and the
financial tables attached thereto.
The information in this Item 2.02 and in Exhibit 99.1 attached hereto shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended.



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Item 3.02. Unregistered Sales of Equity Securities.

The information provided under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrants is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.               Description
4.1                         Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by
                          and between Affirm Holdings, Inc. and Amazon.com Services LLC, dated as
                          of November 10, 2021*
4.2                         Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by
                          and between Affirm Holdings, Inc. and Amazon.com Services LLC, dated as
                          of November 10, 2021*
10.1                        Amended and Restated Installment Financing Services Agreement, by and
                          among Affirm Holdings, Inc., Amazon.com Services LLC and Amazon Payments,
                          Inc., dated as of November 10, 2021*
10.2                        Transaction Agreement, by and between Affirm Holdings, Inc. and
                          Amazon.com Services LLC, dated as of November 10, 2021*
99.1                        Press Release issued by Affirm Holdings, Inc. dated November 10, 2021
                          Cover Page Interactive Data File (embedded within the Inline XBRL
104                       document)

* Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


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