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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Clear Secure, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| August 5, 2025 |
CLEAR Announces Second Quarter 2025 Financial Results CLEAR Announces Second Quarter 2025 Financial Results NEW YORK, August 5, 2025 – Clear Secure, Inc. |
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| June 9, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| May 8, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| May 8, 2025 |
Shareholder Letter Q1 2025 Clear Secure, Inc. | Q1 2025 | Page 2 Shareholder Letter Q1 2025 First Quarter 2025 Financial Highlights (percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $211.4 million was up 18.1%, while Total Bookings of $207.2 million were up 14.8% Operating Income of $37.4 million, representing a 17.7% Operating margin; Adjusted EBITDA of $5 |
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| April 11, 2025 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| February 26, 2025 |
Shareholder Letter Q4 2024 Clear Secure, Inc. | Q4 2024 | Page 2 Shareholder Letter Q4 2024 Fourth Quarter 2024 Financial Highlights (all figures are for Fourth Quarter 2024 and percentage change is expressed as year-over-year, unless otherwise specified)* Fourth Quarter Financial Highlights Revenue of $206.3 million was up 20.7%, while Total Bookings of $228.9 million were up 17.2% Operating inco |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR SECURE, I |
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| February 26, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear, LLC Delaware Alclear Atlas, LLC Delaware Alclear Digital Identity, LLC Delaware Alclear Healthcare, LLC Delaware Alclear Healthpass, LLC Delaware Alclear Holdings, LLC Delaware Alclear KYC, LLC Delaware Alclear PC, LLC Delaware Chai Clear, Ltd. Israel Fila Virtual Sapi DE CV Mexico NoQue, LLC Delaware Secure I |
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| February 26, 2025 |
Employment Agreement, dated February 20, 2025, by and between Secure Identity, LLC and Jennifer Hsu Exhibit 10.3 EMPLOYMENT AGREEMENT Secure Identity, LLC (the “Employer” and the Employer together with its parents, subsidiaries, and affiliated entities are referred to as the “Company”), and Jennifer Hsu (“Executive”) (collectively, the “Parties”) agree to enter into this EMPLOYMENT AGREEMENT dated as of February 20, 2025 (this “Agreement”) as follows: 1.Employment. The Employer hereby agrees to |
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| February 26, 2025 |
Clear Secure, Inc. Securities Trading Policy. Exhibit 19.1 CLEAR SECURE, INC. SECURITIES TRADING POLICY Adopted by the Board of Directors Effective as of February 20, 2025 I.Purpose To describe the standards of Clear Secure, Inc. (together with its subsidiaries, the “Company”) concerning the trading in the securities of the Company or securities of certain other publicly-traded companies while in possession of material nonpublic information a |
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| February 26, 2025 |
Clear Secure, Inc. Non-Employee Director Elective Deferral Plan† Exhibit 10.18 CLEAR SECURE, INC. Non-Employee Director Elective Deferral Plan Section 1. Purpose. Clear Secure, Inc. (the “Company”) has adopted this Non-Employee Director Elective Deferral Plan (as may be amended from time to time, the “Plan”) to attract and retain the services of non-employee directors of the Company by providing them with opportunities to defer receipt of their director compens |
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| February 26, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT Secure Identity, LLC (the “Employer” and the Employer together with its parents, subsidiaries, and affiliated entities are referred to as the “Company”), and Michael Barkin (“Executive”) (collectively, the “Parties”) agree to enter into this EMPLOYMENT AGREEMENT dated as of February 20, 2025 (this “Agreement”) as follows: 1.Term of Employment. The Employer hereby |
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| February 26, 2025 |
Exhibit 10.1 ADVISORY SERVICES AGREEMENT This Advisory Services Agreement (this “Agreement”), dated as of February 20, 2025 (the “Effective Date”), is between Secure Identity, LLC (together with Clear Secure, Inc., Alclear Holdings LLC and/or its direct or indirect subsidiaries, “CLEAR” or the “Company”), a Delaware limited liability company, having its offices at 85 Tenth Avenue, 9th Floor, New Y |
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| February 26, 2025 |
Form of Employment Agreement.† Exhibit 10.17 FORM OF EMPLOYMENT AGREEMENT Secure Identity, LLC (the “Employer” and the Employer together with its parents, subsidiaries, and affiliated entities are referred to as the “Company”), and [NAME] (“Executive”) (collectively, the “Parties”) agree to enter into this EMPLOYMENT AGREEMENT dated as of [MONTH] [DAY], 20[] (this “Agreement”) as follows: 1.Employment. The Employer hereby agree |
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| February 26, 2025 |
Exhibit 99.2 CLEAR Announces Leadership Transition: Michael Barkin Joins as President, Jen Hsu Named CFO, and Ken Cornick to Step Down NEW YORK, Feb. 26, 2025 (GLOBE NEWSWIRE) - CLEAR (NYSE: YOU), the secure identity platform, today announced that Ken Cornick, Co-Founder, President, and Chief Financial Officer, is stepping down from his executive positions and will transition to an advisory role. |
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| February 26, 2025 |
Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of November 18, 2024 (this "Amendment"), is by and among ALCLEAR HOLDINGS, LLC (the "Borrower"), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms which |
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| November 14, 2024 |
YOU / Clear Secure, Inc. / Alclear Investments II, LLC - AMENDMENT NO. 3 Passive Investment SC 13G/A 1 sc13ga.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement |
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| November 14, 2024 |
YOU / Clear Secure, Inc. / Durable Capital Partners LP - AMENDMENT TO SC 13G Passive Investment SC 13G/A 1 clear-sc13ga093024.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 18467V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing |
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| November 7, 2024 |
Shareholder Letter Q3 2024 Clear Secure, Inc. | Q3 2024 | Page 2 Shareholder Letter Q3 2024 Third Quarter 2024 Financial Highlights (all figures are for Third Quarter 2024 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $198.4 million was up 23.7% while Total Bookings of $227.5 million were up 18.7% Operating income of $35.1 million; Adjusted EBITDA of |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Empl |
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| November 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| August 6, 2024 |
Second Amended and Restated By-laws of Clear Secure, Inc., dated August 1, 2024. SECOND AMENDED AND RESTATED BY-LAWS OF CLEAR SECURE, INC. (Adopted as of August 1, 2024) ARTICLE I OFFICES Section 1 Registered Office. The registered office of Clear Secure, Inc. (the “Corporation”) shall be the office of the Corporation’s registered agent in the State of Delaware or such other office of the Corporation in the State of Delaware as established from time to time by the board of dir |
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| August 6, 2024 |
Shareholder Letter Q2 2024 Clear Secure, Inc. | Q2 2024 | Page 2 Shareholder Letter Q2 2024 Second Quarter 2024 Financial Highlights (all figures are for Second Quarter 2024 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $186.7 million was up 24.6% while Total Bookings of $197.0 million were up 12.5% Operating income of $30.3 million; Adjusted EBITDA |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| August 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| June 14, 2024 |
Third Amended and Restated Certificate of Incorporation of Clear Secure, Inc., dated June 13, 2024. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAR SECURE, INC. * * * * Clear Secure, Inc. is a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). The original Certificate of Incorporation of the Corporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on March 2, 2021. The First A |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| May 8, 2024 |
Shareholder Letter Q1 2024 Clear Secure, Inc. | Q1 2024 | Page 2 Shareholder Letter Q1 2024 First Quarter 2024 Financial Highlights (all figures are for First Quarter 2024 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $179.0 million was up 35.3% while Total Bookings of $180.6 million were up 20.6% Operating income of $23.7 million; Adjusted EBITDA of |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| May 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 29, 2024 |
YOU / Clear Secure, Inc. / Miller William H III Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) April 19, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| April 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| February 28, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear, LLC Delaware Alclear Atlas, LLC Delaware Alclear Digital Identity, LLC Delaware Alclear Healthcare, LLC Delaware Alclear Healthpass, LLC Delaware Alclear Holdings, LLC Delaware Alclear KYC, LLC Delaware Alclear PC, LLC Delaware Chai Clear, Ltd. Israel Fila Virtual Sapi DE CV Mexico NoQue, LLC Delaware Secure I |
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| February 28, 2024 |
clearshareholderletterx Shareholder Letter Q4 2023 Clear Secure, Inc. | Q4 2023 | Page 2 Shareholder Letter Q4 2023 Fourth Quarter 2023 Financial Highlights (all figures are for Fourth Quarter 2023 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $171.0 million was up 33.3% while Total Bookings of $195.3 million were up 29.7% Operating income of $15.7 m |
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| February 28, 2024 |
CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”), dated as of February 17, 2024 (the “Effective Date”), is between Secure Identity, LLC (“CLEAR”), a Delaware limited liability company, having its offices at 85 Tenth Avenue, 9th Floor, New York, New York 10011, and Matthew Levine (“Consultant”) (each a “Party,” and collectively the “Parties”). |
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| February 28, 2024 |
CLEAR SECURE, INC. CLAWBACK POLICY The Board of Directors (“Board”) of Clear Secure, Inc. (the “Company”) has adopted this Policy in accordance with New York Stock Exchange listing requirements. A.Application of Policy This Policy applies in the event of any restatement (“Restatement”) of the Company’s financial results due to its material non-compliance with financial reporting requirements under |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR SECURE, I |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| February 13, 2024 |
YOU / Clear Secure, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0621-clearsecureincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Clear Secure, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18467V109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box |
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| February 13, 2024 |
YOU / Clear Secure, Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 eh24044757513ga2-clear.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of |
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| February 12, 2024 |
YOU / Clear Secure, Inc. / Durable Capital Partners LP - AMENDMENT TO SC 13G Passive Investment SC 13G/A 1 clearsc13ga-123123.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 9, 2024 |
YOU / Clear Secure, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Clear Secure, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18467V109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 9, 2024 |
YOU / Clear Secure, Inc. / Alclear Investments II, LLC - AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 9, 2024 |
YOU / Clear Secure, Inc. / Alclear Investments, LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 eh24044581813ga2-alclear.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Empl |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 8, 2023 |
Shareholder Letter Q3 2023 Clear Secure, Inc. | Q3 2023 | Page 2 Shareholder Letter Q3 2023 Third Quarter 2023 Financial Highlights (all figures are for Third Quarter 2023 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $160.4 million was up 38.4% while Total Bookings of $191.7 million were up 31.6% Operating income of $19.3 million; Adjusted EBITDA of |
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| August 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| August 2, 2023 |
clearshareholderletterx Shareholder Letter Q2 2023 Clear Secure, Inc. | Q2 2023 | Page 2 Shareholder Letter Q2 2023 Second Quarter 2023 Financial Highlights (all figures are for Second Quarter 2023 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $149.9 million was up 45.9% while Total Bookings of $175.1 million were up 42.5% Net cash provided by operat |
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| August 2, 2023 |
exhibit102-clearxamendme Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 28, 2023 (this “Amendment”), is by and among ALCLEAR HOLDINGS, LLC (the “Borrower”), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the “Administrative Agent”). Cap |
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| August 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| July 10, 2023 |
YOU / Clear Secure Inc Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Clear Secure Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18467V109 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| June 7, 2023 |
EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as of June 7, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND USAGE 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 12 ARTICLE II THE COMPANY 13 Section 2.01 Formation 13 Section 2.02 Name 13 Section 2.03 Term 13 Section 2.04 Registered Agent and Regi |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| May 9, 2023 |
clearshareholderletterx Shareholder Letter Q1 2023 52 AIRPORTS BDL Clear Secure, Inc. |
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| May 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| April 27, 2023 |
DEFA14A 1 d401932ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 2, 2023 |
PART I — REGISTRANT INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40568 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 18467V109 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR SECURE, I |
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| March 2, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear Holdings, LLC Delaware Alclear, LLC Delaware Secure Identity, LLC Delaware NoQue, LLC Delaware Alclear Healthcare, LLC Delaware Alclear Healthpass, LLC Delaware Alclear PC, LLC Delaware Chai Clear, Ltd. Israel Whyline, Inc. Delaware Whyline SAS Argentina Fila Virtual Sapi DE CV Mexico Alclear Atlas, LLC Delawar |
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| March 2, 2023 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Clear Secure, Inc. (the “Company,” “we,” “us,” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized form, and qualified in its entirety by reference to, our amended and restated certificate of incorporatio |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| March 1, 2023 |
clearshareholder-letter Shareholder Letter Q4 2022 YUL FCO Clear Secure, Inc. | Q4 2022 | Page 2 Shareholder Letter Q4 2022 Fourth Quarter 2022 Financial Highlights (all figures are for Fourth Quarter 2022 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $128.3 million was up 59.0% while Total Bookings of $150.6 million were up 37.4% Net cash provided b |
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| February 14, 2023 |
YOU / Clear Secure, Inc. / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh23032893313ga1-clear.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of |
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| February 13, 2023 |
YOU / Clear Secure, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18467V109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 10, 2023 |
YOU / Clear Secure, Inc. / LORD, ABBETT & CO. LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Clear Secure, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 10, 2023 |
YOU / Clear Secure, Inc. / Durable Capital Partners LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 clear-sc13ga123122.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t |
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| February 9, 2023 |
YOU / Clear Secure, Inc. / Alclear Investments II, LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh23032769513ga1-alclear2.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing |
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| February 9, 2023 |
YOU / Clear Secure, Inc. / Alclear Investments, LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh23032769313ga1-alclear.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing |
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| February 9, 2023 |
YOU / Clear Secure, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Clear Secure Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18467V109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| November 14, 2022 |
Shareholder Letter Q3 2022 Clear Secure, Inc. | Q3 2022 | Page 2 Shareholder Letter Q3 2022 Third Quarter 2022 Financial Highlights (all figures are for Third Quarter 2022 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $115.9 million was up 71.6% while Total Bookings of $145.7 million were up 46.7% Net cash provided by operating activities of $13.2 mi |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| August 15, 2022 |
Shareholder Letter Q2 2022 Hello, GSP & MKE Clear Secure, Inc. | Q2 2022 | Page 1 Shareholder Letter Q2 2022 Second Quarter 2022 Financial Highlights (all figures are for Second Quarter 2022 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $102.7 million was up 86.2% while Total Bookings of $122.9 million were up 75.6% Net cash provided by operating act |
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| August 15, 2022 |
Exhibit 10.2 CLEAR SECURE, INC. 2021 OMNIBUS INCENTIVE PLAN NOTICE OF PERFORMANCE-BASED RSU GRANT The undersigned Participant has been granted performance-vesting restricted stock units (?RSUs?) with respect to Common Stock of the Company, subject to the terms and conditions of this Notice of RSU Grant, the attached RSU Award Agreement and the 2021 Omnibus Incentive Plan (as amended from time to t |
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| August 15, 2022 |
Exhibit 10.1 CLEAR SECURE, INC. 2021 OMNIBUS INCENTIVE PLAN NOTICE OF TIME-BASED RSU GRANT The undersigned Participant has been granted time-vesting restricted stock units (?RSUs?) with respect to Common Stock of the Company, subject to the terms and conditions of this Notice of RSU Grant, the attached RSU Award Agreement and the 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan |
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| June 14, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employer |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 16, 2022 |
Shareholder Letter Q1 2022 CLEAR Secure, Inc. | Q1 2022 | Page 1 Shareholder Letter Q1 2022 First Quarter 2022 Financial Highlights (all figures are for First Quarter 2022 and percentage change is expressed as year-over-year, unless otherwise specified)* Revenue of $90.5 million was up 79.1% while Total Bookings of $107.8 million were up 73.5% Net cash provided by operating activities of $24.9 mil |
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| April 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 30, 2022 |
Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear Holdings, LLC Delaware Alclear, LLC Delaware Secure Identity, LLC Delaware NoQue, LLC Delaware Alclear Healthcare, LLC Delaware Alclarity, LLC Delaware Alclear Healthpass, LLC Delaware Alclear PC, LLC Delaware Chai Clear, Ltd. Israel Whyline, Inc. Delaware Whyline SAS Argentina Fila Virtual Sapi DE CV Mexico Al |
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| March 30, 2022 |
EXHIBIT 107 Calculation of Filing Fee Table S-8 (Form Type) Clear Secure, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0. |
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| March 30, 2022 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Clear Secure, Inc. (the ?Company,? ?we,? ?us,? and ?our?) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized form, and qualified in its entirety by reference to, our amended and restated certificate of incorporatio |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR SECURE, I |
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| March 23, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employ |
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| March 23, 2022 |
Shareholder Letter Q4 2021 CLEAR Secure, Inc. | Q4 2021 | Page 2 Shareholder Letter Q4 2021 Fourth Quarter 2021 Financial Highlights (all figures are for Fourth Quarter 2021 and percentage change is expressed as year over year, unless otherwise specified)* Revenue of $80.7 million was up 52% while Total Bookings of $109.6 million were up 99% Net cash provided by operating activities $31.7 million; |
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| February 14, 2022 |
YOU / Clear Secure, Inc. / DELTA AIR LINES INC /DE/ - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CLEAR SECURE, INC. (Name of Issuer) Class A common stock, $0.00001 par value (Title of Class of Securities) 18467V 109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
Exhibit 99.1 Joint Filing Agreement The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. The undersigned also agree that |
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| February 14, 2022 |
YOU / Clear Secure, Inc. / United Airlines Holdings, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designat |
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| February 11, 2022 |
YOU / Clear Secure, Inc. / GENERAL ATLANTIC LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 3, 2022 |
YOU / Clear Secure, Inc. / Alclear Investments II, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 3, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| February 3, 2022 |
YOU / Clear Secure, Inc. / Alclear Investments, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 18467V109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 3, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| December 27, 2021 |
YOU / Clear Secure, Inc. / United Airlines Holdings, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 18467V 109 (CUSIP Number) September 2, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emp |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR |
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| November 15, 2021 |
Shareholder Letter Q3 2021 CLEAR Secure, Inc. | Q3 2021 | Page 2 Shareholder Letter Q3 2021 Third Quarter 2021 Highlights All figures are for Third Quarter 2021 and percentage change is expressed as year over year, unless otherwise specified. Revenue of $67.6 million was up 20% while Total Bookings of $99.3 million were up 89% Total Cumulative Enrollments of 8.1 million were up 58%; new enrollment |
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| November 4, 2021 |
EXHIBIT 10.1 IN ACCORDANCE WITH ITEM 6.01(b)(10) OF REGULATION S-K, CERTAIN PRIVATE OR CONFIDENTIAL ITEMS HAS BEEN REDACTED FROM THE FILED COPY OF THIS AGREEMENT LEASE between 85 TENTH AVENUE ASSOCIATES, L.L.C., Landlord, and CLEAR SECURE, INC., Tenant. 85 Tenth Avenue New York, New York 10011 as of November 4, 2021 Article/Section Page Article 1 DEMISE, TERM, FIXED RENT 1 1.1. Demise 1 1.2. Comme |
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| November 4, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Empl |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Em |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40568 CLEAR SECUR |
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| August 16, 2021 |
Shareholder Letter Q2 2021 CLEAR Secure, Inc. | Q2 2021 | Page 2 Shareholder Letter Q2 2021 Second Quarter 2021 Highlights All figures are for Second Quarter 2021 and percentage change is expressed as year over year, unless otherwise specified. Revenue of $55.2 million was down 8% while Total Bookings were up 102% to $70.0 million Total Cumulative Enrollments grew 26% to 6.3 million; reached 7 mil |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 CLEAR SECURE, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Emplo |
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| July 12, 2021 |
YOU / Clear Secure, Inc. / Durable Capital Partners LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Clear Secure, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) 18467V109 (CUSIP Number) July 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| July 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Clear Secure, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 18467V109 (CUSIP NUMBER) June 30, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is fil |
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| July 2, 2021 |
EX-10.5 6 tm2112714d25ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 EXECUTION VERSION TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of June 29, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions. 2 Article II DETERMINATION OF REALIZED TAX BENEFIT 11 Section 2.01 Basis Adjustment 11 Section 2.02 Realized Tax Benefit and Realized Tax Detrim |
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| July 2, 2021 |
Exhibit 10.3 EXECUTION VERSION EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this ?Agreement?), dated as of June 29, 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the ?Company?), Clear Secure, Inc., a Delaware corporation (?Pubco?), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 CLEAR SECURE, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40568 86-2643981 (State of Incorporation) (Commission File Number) (I.R.S. Employe |
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| July 2, 2021 |
Exhibit 10.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), dated as of June 29, 2021, is made by and among: i. Clear Secure, Inc., a Delaware corporation (the ?Company?); ii. Alclear Investments, LLC, a Delaware limited liability company (the ?Alclear Investments Holder?); iii |
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| July 2, 2021 |
Exhibit 10.1 EXECUTION VERSION REORGANIZATION AGREEMENT Dated as of June 29, 2021 TABLE OF CONTENTS Pages Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 5 2.1 Transactions 5 2.2 Consent to Reorganization Transactions 11 2.3 No Liabilities in Event of Termination |
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| July 2, 2021 |
Exhibit 10.2 AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as of June 29, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS AND USAGE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 12 Article II THE COMPANY 13 Section 2.01 Formation 13 Section 2.02 Name 13 Section 2.03 Term 13 Section 2.04 Registered Agent and Registered Office |
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| July 1, 2021 |
13,200,000 Shares Clear Secure, Inc. Class A Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-256851? PROSPECTUS 13,200,000 Shares Clear Secure, Inc. Class A Common Stock ? This is the initial public offering of shares of Class A common stock of Clear Secure, Inc., a Delaware corporation. We are offering 13,200,000 shares of Class A common stock. Prior to this offering, there has been no public market for the Class |
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| June 30, 2021 |
Exhibit 4.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAR SECURE, INC. * * * * Clear Secure, Inc. is a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?). The original Certificate of Incorporation of the Corporation (the ?Original Certificate?) was filed with the Secretary of State of the State of Delaware on March 2, 2021. The First |
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| June 30, 2021 |
Exhibit 4.2 FIRST AMENDED AND RESTATED BY-LAWS OF CLEAR SECURE, INC. (Adopted as of June 29, 2021) ARTICLE I OFFICES Section 1 Registered Office. The registered office of Clear Secure, Inc. (the ?Corporation?) shall be the office of the Corporation?s registered agent in the State of Delaware or such other office of the Corporation in the State of Delaware as established from time to time by the bo |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEAR SECURE, INC. (Exact name of registrant as specified in its charter) Delaware 86-2643981 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 65 |
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| June 30, 2021 |
As filed with the Securities and Exchange Commission on June 29, 2021 Registration No. |
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| June 28, 2021 |
CLEAR SECURE, INC. 65 East 55th Street 17th Floor New York, New York 10022 June 28, 2021 CLEAR SECURE, INC. 65 East 55th Street 17th Floor New York, New York 10022 June 28, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Derby Jan Woo Division of Corporation Finance Office of Technology Clear Secure, Inc. Registration Statement on Form S-1 (File No. 333-256851) Ladies and Gentlemen: Pursuant |
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| June 28, 2021 |
June 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Derby Jan Woo Division of Corporation Finance Office of Technology Re: Clear Secure, Inc. Registration Statement on Form S-1 (File No. 333-256851) Ladies and Gentlemen: In connection with the above-captioned Registration Statement, pursuant to Rule |
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| June 25, 2021 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 25, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 23, 2021 |
Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this ?Agreement?), dated as of [], 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the ?Company?), Clear Secure, Inc., a Delaware corporation (?Pubco?), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to ti |
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| June 23, 2021 |
Form of Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAR SECURE, INC. * * * * Clear Secure, Inc. is a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?). The original Certificate of Incorporation of the Corporation (the ?Original Certificate?) was filed with the Secretary of State of the State of Delaware on March 2, 2021. The First |
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| June 23, 2021 |
Form of Underwriting Agreement. EX-1.1 2 tm2112714d15ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Clear Secure, Inc. Class A Common Stock, par value $0.00001 per share Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Allen & Company LLC, As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282- |
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| June 23, 2021 |
Exhibit 10.8 CLEAR SECURE, INC 2021 Omnibus Incentive Plan 1.??????????????Purpose. The purpose of the Clear Secure, Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to attract and retain individuals to serve as employees, consultants or directors of Clear Secure, Inc., a Delaware corporation (together with its Subsidiaries, whether existing or thereafter acquired or |
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| June 23, 2021 |
Form of Tax Receivable Agreement. Exhibit 10.4 TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [?], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II DETERMINATION OF REALIZED TAX BENEFIT 11 Section 2.01 Basis Adjustment 11 Section 2.02 Realized Tax Benefit and Realized Tax Detriment 11 Section 2.03 Procedures, Amendments 12 Article III TAX BENEFIT |
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| June 23, 2021 |
Form of Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), dated as of [], 2021, is made by and among: i. Clear Secure, Inc., a Delaware corporation (the ?Company?); ii. Alclear Investments, LLC, a Delaware limited liability company (the ?Alclear Investments Holder?); iii. Alclear Investments I |
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| June 23, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2021. |
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| June 23, 2021 |
Form of Amended and Restated Operating Agreement of Alclear Holdings, LLC. EX-10.5 9 tm2112714d15ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as [●], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS AND USAGE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 12 Article II THE COMPANY 12 Section 2.01 Formation 12 Section 2.02 Name 13 Section 2.03 Term 13 Section 2.04 |
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| June 23, 2021 |
Form of Reorganization Agreement. Exhibit 2.1 REORGANIZATION AGREEMENT Dated as of [?], 2021 TABLE OF CONTENTS Pages Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 5 2.1 Transactions 5 2.2 Consent to Reorganization Transactions 11 2.3 No Liabilities in Event of Termination; Certain Covenants 11 |
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| June 22, 2021 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 22, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 7, 2021 |
Subsidiaries of the Registrant. EX-21.1 18 tm2112714d12ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear Holdings, LLC Delaware Alclear, LLC Delaware Secure Identity, LLC Delaware NoQue, LLC Delaware Alclear Healthcare, LLC Delaware Alclarity, LLC Delaware Alclear Healthpass, LLC Delaware Alclear PC, LLC Delaware Chai Clear LTD Israel |
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| June 7, 2021 |
Form of Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAR SECURE, INC. * * * * Clear Secure, Inc. is a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?). The original Certificate of Incorporation of the Corporation (the ?Original Certificate?) was filed with the Secretary of State of the State of Delaware on March 2, 2021. The First |
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| June 7, 2021 |
Consent of Director Nominee—Kathryn A. Hollister Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Clear Secure, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Clear Secure, Inc. in the |
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| June 7, 2021 |
Consent of Director Nominee—Tomago Collins Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Clear Secure, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Clear Secure, Inc. in the |
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| June 7, 2021 |
Form of Second Amended and Restated Operating Agreement of Alclear Holdings, LLC. Exhibit 10.5 SECOND AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as [?], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS AND USAGE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 12 Article II THE COMPANY 12 Section 2.01 Formation 12 Section 2.02 Name 13 Section 2.03 Term 13 Section 2.04 Registered Agent and Registered Office |
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| June 7, 2021 |
Form of Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), dated as of [], 2021, is made by and among: i. Clear Secure, Inc., a Delaware corporation (the ?Company?); ii. Alclear Investments, LLC, a Delaware limited liability company (the ?Alclear Investments Holder?); iii. Alclear Investments I |
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| June 7, 2021 |
Exhibit 10.12 ? EXECUTION VERSION ? AMENDMENT NO. 1 TO CREDIT AGREEMENT ? This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 29, 2021 (this ?Amendment?), is by and among ALCLEAR HOLDINGS, LLC (the ?Borrower?), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the ?Administrative Agent?) and the |
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| June 7, 2021 |
Form of Class D Common Stock Subscription Agreement. Exhibit 10.7 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES A |
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| June 7, 2021 |
Exhibit 10.13 ;rz.fi ,i Sccurlf)' ' 'e.Yi' ? Adm1nis11? 1.lon IOTA NUMllllR-OTHER TltANSACTION AGREE MENT REOUISITION NUMBER 70T020209NTOIA00921192090IA079 I lSSlJf,O TO]ISSUED BY Nu.int; &. Addr s!-.;Ak:lear. LLCNunu; & Addrc!is: 65 b.lSl 55?h Street, 17''1 l'loor?fr;l11$f >ol'lation Sccu1?ity Atl111iu? tr;1tlon Nt>w York, NY L002270 I S 12"' Str<-.:1 t:.IN:7.7? 1733?t25/\rlingl on, V/\ 20598 DIJ |
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| June 7, 2021 |
Clear Secure, Inc. 2021 Omnibus Incentive Plan. Exhibit 10.8 CLEAR SECURE, INC. 2021 Omnibus Incentive Plan 1. Purpose. The purpose of the Clear Secure, Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to attract and retain individuals to serve as employees, consultants or directors of Clear Secure, Inc., a Delaware corporation (together with its Subsidiaries, whether existing or thereafter acquired or formed, and |
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| June 7, 2021 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 7, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 7, 2021 |
Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this ?Agreement?), dated as of [], 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the ?Company?), Clear Secure, Inc., a Delaware corporation (?Pubco?), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to ti |
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| June 7, 2021 |
Exhibit 10.9 CLEAR SECURE, INC. 2021 Omnibus Incentive Plan Notice of Grant of NONQUALIFIED STOCK OPTIONS The undersigned Participant has been granted stock options (?Options?) to purchase Common Stock of the Company, subject to the terms and conditions of this Notice, the attached Nonqualified Stock Option Award Agreement and the 2021 Omnibus Incentive Plan (as amended from time to time, the ?Pla |
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| June 7, 2021 |
Form of Indemnification Agreement. Exhibit 10.1 INDEMNIFICATION AGREEMENT by and between CLEAR SECURE, INC. and as Indemnitee Dated as of [?], 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 7 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY 7 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL 8 ARTICLE 5 INDEMNIFICATION FOR EXP |
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| June 7, 2021 |
Credit Agreement, dated March 31, 2020, by and among Alclear Holdings, LLC, the other Exhibit 10.11 ? EXECUTION VERSION ? ? CREDIT AGREEMENT ? dated as of March 31, 2020 ? among ? ALCLEAR HOLDINGS, LLC, as Borrower, ? THE OTHER LOAN PARTIES PARTY HERETO, ? THE LENDERS PARTY HERETO, ? and ? JPMORGAN CHASE BANK, N.A., as Administrative Agent ? ? ? JPMORGAN CHASE BANK, N.A. as Sole Bookrunner and Sole Lead Arranger ?? ? ? ? ? ? Page ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ARTICLE I. ? ? D |
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| June 7, 2021 |
Form of Amended and Restated By-laws of the Registrant. Exhibit 3.2 FIRST AMENDED AND RESTATED BY-LAWS OF CLEAR SECURE, INC. ARTICLE I OFFICES Section 1 Registered Office. The registered office of Clear Secure, Inc. (the ?Corporation?) shall be the office of the Corporation?s registered agent in the State of Delaware or such other office of the Corporation in the State of Delaware as established from time to time by the board of directors of the Corpor |
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| June 7, 2021 |
EXHIBIT 10.10 CLEAR SECURE, INC. 2021 Omnibus Incentive Plan Notice of RSU Grant The undersigned Participant has been granted [time-vesting and/or performance-vesting] restricted stock units (?RSUs?) with respect to Common Stock of the Company, subject to the terms and conditions of this Notice of RSU Grant, the attached RSU Award Agreement and the 2021 Omnibus Incentive Plan (as amended from time |
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| June 7, 2021 |
Form of Class C Common Stock Subscription Agreement. Exhibit 10.6 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES A |
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| June 7, 2021 |
Form of Tax Receivable Agreement. Exhibit 10.4 TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [?], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II DETERMINATION OF REALIZED TAX BENEFIT 11 Section 2.01 Basis Adjustment 11 Section 2.02 Realized Tax Benefit and Realized Tax Detriment 11 Section 2.03 Procedures, Amendments 12 Article III TAX BENEFIT |
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| June 7, 2021 |
Form of Reorganization Agreement. Exhibit 2.1 REORGANIZATION AGREEMENT Dated as of [?], 2021 TABLE OF CONTENTS Pages Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 5 2.1 Transactions 5 2.2 Consent to Reorganization Transactions 11 2.3 No Liabilities in Event of Termination; Certain Covenants 11 |
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| June 7, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 7, 2021. |
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| May 21, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization Alclear Holdings, LLC Delaware Alclear LLC Delaware Secure Identity, LLC Delaware NoQue, LLC Delaware Alclear Healthcare, LLC Delaware Alclarity, LLC Delaware Alclear Healthpass, LLC Delaware Alclear PC, LLC Delaware Clear Secure, Inc. Delaware Chai Clear LTD Israel |
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| May 21, 2021 |
Exhibit 10.15 ;rz.fi ,i Sccurlf)' ' 'e.Yi' ? Adm1nis11? 1.lon IOTA NUMllllR-OTHER TltANSACTION AGREE MENT REOUISITION NUMBER 70T020209NTOIA00921192090IA079 I lSSlJf,O TO]ISSUED BY Nu.int; &. Addr s!-.;Ak:lear. LLCNunu; & Addrc!is: 65 b.lSl 55?h Street, 17''1 l'loor?fr;l11$f >ol'lation Sccu1?ity Atl111iu? tr;1tlon Nt>w York, NY L002270 I S 12"' Str<-.:1 t:.IN:7.7? 1733?t25/\rlingl on, V/\ 20598 DIJ |
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| May 21, 2021 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.14 ? EXECUTION VERSION ? AMENDMENT NO. 1 TO CREDIT AGREEMENT ? This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 29, 2021 (this ?Amendment?), is by and among ALCLEAR HOLDINGS, LLC (the ?Borrower?), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the ?Administrative Agent?) and the |
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| May 21, 2021 |
Exhibit 10.13 ? EXECUTION VERSION ? ? CREDIT AGREEMENT ? dated as of March 31, 2020 ? among ? ALCLEAR HOLDINGS, LLC, as Borrower, ? THE OTHER LOAN PARTIES PARTY HERETO, ? THE LENDERS PARTY HERETO, ? and ? JPMORGAN CHASE BANK, N.A., as Administrative Agent ? ? ? JPMORGAN CHASE BANK, N.A. as Sole Bookrunner and Sole Lead Arranger ?? ? ? ? ? ? Page ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? ARTICLE I. ? ? D |
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| May 21, 2021 |
TABLE OF CONTENTS Confidential Treatment Requested by Clear Secure, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on May 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-?????? ? ? UNITED |
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| May 21, 2021 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 May 21, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 16, 2021 |
TABLE OF CONTENTS Confidential Treatment Requested by Clear Secure, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on April 15, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-?????? ? ? UNITE |
