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ALLPASS is a media marketing company that offers new media promotion, social media marketing, e-commerce services, and other services. It is headquartered in Nanjing, Jiangsu.

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Behind the explosive lawsuit facing checkout startup Bolt: A fight for discounted shares and a windfall of almost $500 million

Apr 29, 2022

Bolt; Michael Tullberg/WireImage/Getty Images; Insider This story is available exclusively to Insider subscribers. Become an Insider and start reading now. Bolt is being sued by a customer that says the startup's one-click checkout has technical glitches. The customer, Authentic Brands Group, owns retail brands Forever 21, Nautica, and Reebok. Insiders say that ABG is focused on obtaining stock in the $11 billion startup. The real reason San Francisco fintech startup Bolt got sued by a big retail customer is part of an attempt to accumulate stock in the $11 billion startup, several sources close to the company told Insider. Bolt, which provides an online-checkout solution for other companies, is facing a lawsuit from one of its largest retail customers, Authentic Brands Group, founded by Jamie Salter . The lawsuit says that the startup's technology is fraught with technical issues and delays that caused ABG to lose money. But in a unusual twist, ABG — which owns dozens of retail brands including Forever 21, Nautica, Brooks Brothers, and Reebok — is actually fighting for an ownership stake in the $11 billion fintech, according to sources. Bolt is no stranger to drama: The company's founder, Ryan Breslow, is known for making iconoclastic pronouncements about the tech industry. That hasn't stopped the eight-year-old company from ascending to the upper echelons of unicorn startups, with over $1 billion in funding from marquee investors including General Atlantic, Floodgate, and Tribe Capital. The lawsuit comes on the heels of the demise of rival payments startup, Fast, after it raised $120 million in funding. Now, Bolt's ongoing battle with a prominent customer could chip away at the startup's competitive advantage. One source close to the company, who asked to remain anonymous because of pending litigation, said the checkout-technology space is "Bolt's to lose." In October 2020, Bolt signed ABG as a customer and entered a deal to award it stock warrants, which give the holder the right to buy shares at a specified price before a specified date — on certain conditions. The agreement said that if ABG implemented Bolt's checkout and loyalty products at brands like Forever 21 and generated a certain amount in transactions, ABG could buy shares in Bolt for a stake of up to 5%, according to the lawsuit and sources close to the company who also asked for anonymity in discussing pending litigation. Those shares had an estimated value of $20 million at that time, said a source, and could be worth $370 million at Bolt's Series E share price. In a court filing, ABG valued that stake at closer to $500 million. Multiple sources said that ABG is suing because it still wants those highly valued shares. They posited that Salter's company believes in the long-term success of Bolt and wants a piece of the upside. One source pointed to the fact that ABG initially filed its complaint in court under seal, which Insider has verified, to keep the conflict under wraps. It wanted to avoid a public battle that could hurt Bolt's share price and the value of its warrants, this source said. This latest hiccup is just yet another in a string of conflicts at the fintech startup. In January, Breslow, Bolt's CEO at the time, rattled the tech world when he went on a Twitter tirade saying that Y Combinator and his chief competitor, Stripe, tried to pummel his startup into obscurity, and called the companies the "mob bosses" of Silicon Valley. Two weeks later, Breslow resigned and took on the role of executive chairman, saying the decision came well before his tweetstorm. Bolt was reportedly raising a new round of funding at a $14 billion valuation only weeks after it had closed $355 million in a Series E round valuing it at $11 billion . How Bolt miffed a prominent customer In its lawsuit, ABG alleged that Bolt assured the retail-brand owner that the startup could release an effective online-checkout-software product and launch a loyalty program called "AllPass" within roughly three months. But ABG claimed in court that the endeavor was plagued by delays and that Bolt "utterly failed" to come up with a solution that could work with most of its brands' websites. ABG has alleged that those delays were at least in part due to Bolt working instead on a separate product called Bolt+, which has not been released. A source familiar with the matter told Insider that Bolt+ is a loyalty product but is separate from AllPass. In the complaint, ABG also accused Bolt of changing the terms of the agreement for issuing the stock warrants. The agreement said ABG needed to contribute $750 million in transactions through Bolt products before it could buy its shares, according to the lawsuit. But ABG said that in October 2021 Bolt told the company that the transactions had to come through its AllPass loyalty program in order to meet the threshold for ABG to exercise its stock warrants. ABG said that its retailers Forever 21, Brooks Brothers, and Lucky enrolled in AllPass but it didn't work properly, so the company didn't release the program to its own customers. Bolt denied this characterization in a court filing, and a source close to the company said that Bolt's technology was delivered on time and had no technical issues. The source also claimed that ABG is changing the terms of the warrant, which was always predicated on the retailers making transactions through AllPass. The agreement in question is different from the contract that ABG has with Bolt regarding the use of its checkout technology, which continues to power checkout for Forever 21 and Lucky. Bolt charges customers like ABG a percentage of gross merchandise value, or the total amount of a purchase on a retail site. This is similar to how other payments services such as PayPal make revenue. ABG accuses Bolt of riding its coattails In its lawsuit, ABG paints a different picture of its relationship with Bolt, seeking to distance itself from the startup, particularly its fundraising road show, making allegations that raise questions about Bolt's $11 billion valuation. In court filings, ABG accused Bolt of riding its coattails by invoking their relationship to sell investors a rosy narrative of its growth. ABG also said it had helped Bolt secure deals with Shopify and Casper, but that Bolt has sustained persistent losses and been unable to deliver a reliable checkout-software product for its brands. The deal was in part also meant to boost Bolt's profile and expand its customer base, according to ABG, which said that if the software had worked, the agreement would have connected it to dozens of its portfolio brands. As of January, Bolt was reportedly logging $60 million in annual revenue, Insider previously reported. At that time, two fintech startup founders told Insider that market research on Bolt indicated that actual net revenue for 2021 could well have been less than $20 million. Bolt was forecasting $150 million in annual revenue in 2022, according to a person familiar with the new funding at the time. It's unclear whether Bolt was profitable. Bolt also publicly divulged confidential details about its agreement and created an impression of success that never materialized, ABG said in its amended complaint. Without ABG's permission, Bolt had both publicly described its partnership and prematurely referenced ABG's deal to acquire Reebok, ABG said in court filings. In the response to the lawsuit, in which Bolt filed a motion to dismiss ABG's claims, Bolt denied ABG's allegations, arguing that its claims are without merit and are a "transparent attempt" to rewrite the terms of its agreements. Bolt responded that its partnership with ABG to develop AllPass and its customer relationships with ABG's brands were not confidential, noting that ABG itself publicly announced the program with Bolt. In an email, an ABG spokesperson declined comment, saying the company doesn't discuss pending litigation. Bolt also declined to comment for this story. Matthew Kish, Callum Burroughs, and Ben Bergman contributed to this report. Sign up for notifications from Insider! Stay up to date with what you want to know. Subscribe to push notifications

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    ALLPASS's headquarters is located at Software Valley, Yuhua District, Nanjing.

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