Add File Name .htmFINAL PROSPECTUS
Table of Contents
Will File pursuant to Rule 424(b)(4)
Registration No. Add One Day
Prospectus
August 18, 2025
19,605,052 Shares
Cosmos INC
Class A Common Stock
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Cosmos Inc. is offering (1,000,000) shares of Imaginary Class A common stock and the selling stockholders are offering 2,000,000 shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares. The initial public offering price is $1.00 per share.
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Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.
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Our Class A common stock will be quoted on The Over the counter Market under the symbol “COSM.”
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Investing in our Class A common stock involves risks. See “ Risk Factors” beginning on page 4.
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Price $1.00 A Share
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Price to Public Underwriting Proceeds to Proceeds to
Discounts and Cosmos Selling
Commissions Stockholders
Per Share $ 1 2.3839 82.6161 82.6161
Total $ 1666429420 46,736,483 1,168,368,039 451,324,897
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The selling stockholders have granted the underwriters the right to purchase up to an additional 2,000,000 shares to cover over-allotments.
The price to the public and allocation of shares were determined by an auction process. The minimum size for a bid in the auction was five shares of our Class A common stock. The method for submitting bids and a more detailed description of this auction process are included in “Auction Process” beginning on page 34. As part of this auction process, we attempted to assess the market demand for our Class A common stock and to set the size and price to the public of this offering to meet that demand. As a result, buyers should not expect to be able to sell their shares for a profit shortly after our Class A common stock begins trading. We determined the method for allocating shares to bidders who submitted successful bids following the closing of the auction.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
It is expected that the shares will be delivered to purchasers on or about August 24, 2024.
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Morgan Stanley Credit Suisse First Boston
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Goldman, Sachs & Co. Citigroup
Lehman Brothers Allen & Company LLC
JPMorgan UBS Investment Bank
WR Hambrecht+Co Thomas Weisel Partners LLC
Risk Factors
Special Note Regarding Forward-Looking Statements
Letter from the Founders
Auction Process
How to Participate in the Auction for our IPO
Use of Proceeds
Dividend Policy
Cash and Capitalization
Dilution
Selected Consolidated Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business
Management
Certain Relationships and Related Party Transactions
Principal and Selling Stockholders
Description of Capital Stock
Rescission Offer
Shares Eligible for Future Sale
Underwriters
Notice to Canadian Residents
Material United States Federal Tax Considerations for Non-U.S. Holders of Common Stock
Legal Matters
Experts
Where You Can Find Additional Information
Index to Consolidated Financial Statements
Index to Financial Statements of Applied Semantics, Inc.
Index to Condensed Financial Statements of Applied Semantics Inc.
Appendix A—Meet the Management Presentation
Appendix B—September 2004 Magazine Article
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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery of this prospectus or of any sale of shares. Except where the context requires otherwise, in this prospectus, the “Company,” “Google,” “we,” “us” and “our” refer to Google Inc., a Delaware corporation, and, where appropriate, its subsidiaries.
We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the U.S.; therefore, individual investors located outside the U.S. should not expect to be eligible to participate in this offering.
Until September 12, 2004, all dealers that effect transactions in our shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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Table of Contents
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in “Risk Factors.”
Google Inc.
Google is a global technology leader focused on improving the ways people connect with information. Our innovations in web search and advertising have made our web site a top Internet destination and our brand one of the most recognized in the world. We maintain the world’s largest online index of web sites and other content, and we make this information freely available to anyone with an Internet connection. Our automated search technology helps people obtain nearly instant access to relevant information from our vast online index.
We generate revenue by delivering relevant, cost-effective online advertising. Businesses use our AdWords program to promote their products and services with targeted advertising. In addition, the thousands of third-party web sites that comprise our Google Network use our Google AdSense program to deliver relevant ads that generate revenue and enhance the user experience. Advertisers in our AdWords program pay us a fee each time a user clicks on one of their ads displayed either on our web sites or on the web sites of Google Network members that participate in our AdSense program. When a user clicks on an ad displayed on a web site of a Google Network member, we retain only a small portion of the advertiser fee, while most of the fee is paid to the Google Network member.
Our mission is to organize the world’s information and make it universally accessible and useful. We believe that the most effective, and ultimately the most profitable, way to accomplish our mission is to put the needs of our users first. We have found that offering a high-quality user experience leads to increased traffic and strong word-of-mouth promotion. Our dedication to putting users first is reflected in three key commitments we have made to our users:
• We will do our best to provide the most relevant and useful search results possible, independent of financial incentives. Our search results will be objective and we will not accept payment for inclusion or ranking in them.
• We will do our best to provide the most relevant and useful advertising. Whenever someone pays for something, we will make it clear to our users. Advertisements should not be an annoying interruption.
• We will never stop working to improve our user experience, our search technology and other important areas of information organization.
We believe that our user focus is the foundation of our success to date. We also believe that this focus is critical for the creation of long-term value. We do not intend to compromise our user focus for short-term economic gain.
Corporate Information
We were incorporated in California in September 1998. In August 2003, we reincorporated in Delaware. Our principal executive offices are located at 1600 Amphitheatre Parkway, Mountain View, California 94043, and our telephone number is (650) 623-4000. We maintain a number of web sites including www.google.com. The information on our web sites is not part of this prospectus.
Google® is a registered trademark in the U.S. and several other countries. Our unregistered trademarks include: AdSense, AdWords, Blogger, Froogle, Gmail, I’m Feeling Lucky and PageRank. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective holders.
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