KinderCare Learning Companies Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Common Stock Conversion

On September 20, 2024, the Company’s Board and KC Parent, the owner of the Company’s outstanding shares of common stock, approved the Common Stock Conversion, effected immediately following the effectiveness of the Company’s registration statement on Form S-1. As a result, on October 8, 2024, 756,816,836 shares of Class A common stock outstanding, with a par value of $0.0001 per share, were converted to 90,366,089 shares of common stock, with a par value of $0.01 per share, at a ratio of 8.375-to-one.

Use of Proceeds from Initial Public Offering of Common Stock

On October 15, 2024 we completed the initial public offering of our common stock pursuant to a registration statement on Form S-1, as amended (File No. 333-281971), which was declared effective on October 8, 2024.

Under the registration statement, we sold 27,600,000 shares of our common stock in the aggregate at a price of $24.00 per share. This included 3,600,000 shares issued by the Company pursuant to the option to purchase additional shares granted to the underwriters. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters for the offering. We received net proceeds of approximately $616.2 million. There has been no material change in the use of proceeds as described in the Prospectus.