Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
19 November 2021 - 9:23AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-255585
PROSPECTUS SUPPLEMENT NO. 11
(to Prospectus dated May 10, 2021)
PLBY GROUP, INC.
21,854,262 Shares of Common Stock Offered by
Selling Stockholders
This prospectus supplement is being filed to amend
and supplement the information contained in the prospectus dated May 10, 2021 (the “Prospectus”), related to the resale
from time to time by the selling stockholders named in the Prospectus or their permitted transferees of (i) up to 20,916,812 shares
of common stock, par value of $0.0001 per share (“Common Stock”) of PLBY Group, Inc., a Delaware corporation (f/k/a Mountain
Crest Acquisition Corp, or MCAC), issued to stockholders of Playboy (as defined in the Prospectus) upon consummation of the Business Combination
(as defined in the Prospectus), (ii) up to 200,000 shares of Common Stock issued to Craig-Hallum Capital Group LLC and Roth Capital
Partners LLC upon consummation of the Business Combination, (iii) up to 731,450 shares of Common Stock, which were originally issued
by MCAC to Sunlight Global Investment LLC (the “Sponsor”) and were later distributed to Suying Liu and Dong Liu, who are members
of the Sponsor, on October 2, 2020, and (iv) up to 6,000 shares of Common Stock issued to Nelson Haight, Todd Milbourn, and
Wenhua Zhang for their serving as directors of MCAC before consummation of the Business Combination.
This prospectus supplement is provided solely to
update the selling stockholders table in the Prospectus to reflect certain transfers or other assignments of shares of our Common Stock
beneficially owned by certain of the selling stockholders identified herein. The information with regard to the other selling stockholders
is unchanged from the information contained in the Prospectus.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our
Common Stock is traded on The Nasdaq Global Market under the symbol “PLBY.” On November 18,
2021, the closing price of our Common Stock was $37.09 per share.
We are an “emerging growth
company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES
INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 13 OF THE PROSPECTUS AND IN ANY APPLICABLE
PROSPECTUS SUPPLEMENT.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 18,
2021.
SELLING
STOCKHOLDERS
The following information is provided to update
the selling stockholders table in the Prospectus to reflect transfers by RT-ICON Holdings LLC of an aggregate of 8,500,523 shares of our
Common Stock. Accordingly, the selling stockholders table has been updated to (A) reduce the number of shares beneficially owned
by RT-ICON Holdings LLC by 8,500,523 and (B) include the names and number of shares now held by each of the transferees.
The following table sets forth and the accompanying
footnotes are based primarily on information provided to us by the selling stockholders listed therein indicating the Common Stock they
wished to be covered by the Prospectus, as supplemented by this supplement. A selling stockholder may have sold or transferred some or
all of the securities indicated below with respect to such selling stockholder, and may in the future sell or transfer some or all of
the securities indicated below in transactions exempt from the registration requirements of the Securities Act rather than under the Prospectus,
as supplemented by this supplement. We cannot advise you as to whether the selling stockholder will in fact sell any or all of such Common
Stock. For purposes of this table, we have assumed that the selling stockholder will have sold all of the securities covered by the Prospectus,
as supplemented by this supplement, upon completion of the offering. We have based percentage ownership on 41,380,183 shares of Common
Stock outstanding as of November 12, 2021
The information with regard to the other selling
stockholders is unchanged from the information contained in the Prospectus.
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Number
of Shares
Beneficially Owned
Before Sale of All
Shares of Common
Stock Offered Hereby
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Number
of Shares
of Common Stock
to be Sold in the
Offering
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Number
of Shares
Beneficially Owned
After Sale of All Shares
of Common Stock
Offered Hereby
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Name
and Address of Beneficial Owner
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Number
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%
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Number
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Number
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%
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Shares
of Common Stock registered for resale
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RT-ICON
Holdings LLC(1)
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8,500,524
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20.5
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8,500,524
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—
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—
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Rizvi
Opportunistic Equity Fund, L.P.(2)
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409,714
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*
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409,714
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—
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—
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Rizvi
Opportunistic Equity Fund (TI), L.P.(3)
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82,319
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*
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82,319
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—
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—
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Rizvi
Traverse Partners LLC(4)
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188,511
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*
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188,511
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—
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—
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Rizvi
Opportunistic Equity Fund I-B, L.P.(5)
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799,684
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1.9
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799,684
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—
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—
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Rizvi
Opportunistic Equity Fund I-B (TI), L.P.(6)
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189,817
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*
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189,817
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—
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—
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Rizvi
Opportunistic Equity Fund II, L.P.(7)
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3,534,530
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8.5
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3,534,530
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—
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—
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Rizvi
Traverse Partners II, LLC(8)
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139,564
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*
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139,564
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—
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—
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PEG
U.S. Direct Corporate Finance Institutional Investors IV, LLC(9)
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2,506,736
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6.1
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2,506,736
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—
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—
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PEG
US Corporate Finance Institutional Offshore Investors IV, L.P.(10)
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131,934
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*
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131,934
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—
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—
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522
Fifth Avenue Fund, L.P.(11)
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33,401
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*
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33,401
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—
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—
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RT-ICON
FF LLC(12)
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484,313
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1.2
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484,313
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—
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—
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TOTAL
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17,001,047
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41.1
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17,001,047
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—
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—
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* Represents
beneficial ownership of less than 1%.
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(1)
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RTM-ICON LLC, or RTM-ICON, is the manager of RT-ICON Holdings LLC, or RT-ICON. Rizvi Traverse Management, LLC , or Rizvi Traverse,
is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON,
Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially
owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The
address of each of RT-ICON, RTM- ICON, Rizvi Traverse and Messrs. Rizvi and Giampetroni is c/o Rizvi Traverse Management, LLC, 801
Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(2)
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Rizvi Traverse is the general partner of Rizvi Opportunistic Equity Fund, L.P. Mr. Suhail Rizvi and Mr. John Giampetroni
are the managers of Rizvi Traverse. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund, L.P., but each disclaims beneficial ownership of
such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Opportunistic Equity Fund, L.P. is c/o Rizvi
Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(3)
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Rizvi Traverse is the general partner of Rizvi Opportunistic Equity Fund (TI), L.P. Mr. Suhail Rizvi and Mr. John Giampetroni
are the managers of Rizvi Traverse. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund (TI), L.P., but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Opportunistic Equity Fund (TI), L.P. is c/o
Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(4)
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Rizvi Traverse is the managing member of Rizvi Traverse Partners LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the
managers of Rizvi Traverse. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of
the shares of common stock beneficially owned by Rizvi Traverse Partners LLC, but each disclaims beneficial ownership of such shares,
except to the extent of any pecuniary interest therein. The address of Rizvi Traverse Partners LLC is c/o Rizvi Traverse Management, LLC,
260 East Brown Street, Suite 380, Birmingham, MI 48009.
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(5)
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Rizvi Traverse is the general partner of Rizvi Opportunistic Equity Fund I-B, L.P. Mr. Suhail Rizvi and Mr. John Giampetroni
are the managers of Rizvi Traverse. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund I-B, L.P., but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Opportunistic Equity Fund I-B, L.P. is c/o
Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(6)
|
Rizvi Traverse is the general partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P. Mr. Suhail Rizvi and Mr. John Giampetroni
are the managers of Rizvi Traverse. Each of Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund I-B (TI), L.P., but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Opportunistic Equity Fund I-B (TI), L.P.
is c/o Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(7)
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Rizvi Traverse GP II, LLC, or “RT GP II,” is the general partner of Rizvi Opportunistic Equity Fund II, L.P. Mr. Suhail
Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed
to be the beneficial owner of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund II, L.P., but each disclaims
beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of Rizvi Opportunistic Equity
Fund II, L.P. is c/o Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(8)
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Rizvi Traverse Management II, LLC, or RTM II, is the manager of Rizvi Traverse Partners II, LLC. Mr. Suhail Rizvi and Mr. John
Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Rizvi Traverse Partners II, LLC, but each disclaims beneficial ownership of such shares,
except to the extent of any pecuniary interest therein. The address of Rizvi Traverse Partners II, LLC is c/o Rizvi Traverse Management,
LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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(9)
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Voting and investment power with respect to the common stock reside with J.P. Morgan Investment Management Inc. (which acts in respect
of the common stock through a committee of over 30 individuals in its Private Equity Group, each with an equal vote) and not with any
natural persons. The address of PEG U.S. Direct Corporate Finance Institutional Investors IV, LLC is Private Equity Group of J.P. Morgan
Asset Management, 277 Park Avenue, 2nd Floor, New York, NY 10172.
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(10)
|
Voting and investment power with respect to the common stock reside with J.P. Morgan Investment Management Inc. (which acts in respect
of the common stock through a committee of over 30 individuals in its Private Equity Group, each with an equal vote) and not with any
natural persons. The address of PEG US Corporate Finance Institutional Offshore Investors IV, L.P. is Private Equity Group of J.P. Morgan
Asset Management, 277 Park Avenue, 2nd Floor, New York, NY 10172.
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(11)
|
Voting and investment power with respect to the common stock reside with J.P. Morgan Investment Management Inc. (which acts in respect
of the common stock through a committee of over 30 individuals in its Private Equity Group, each with an equal vote) and not with any
natural persons. The address of 522 Fifth Avenue Fund, L.P. is Private Equity Group of J.P. Morgan Asset Management, 277 Park Avenue,
2nd Floor, New York, NY 10172.
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(12)
|
RTM-ICON is the manager of RT-ICON FF LLC. Rizvi Traverse is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John
Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Messrs. Rizvi and Giampetroni may be deemed
to be the beneficial owner of the shares of common stock beneficially owned by RT-ICON FF LLC, but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein. The address of RT-ICON FF LLC is c/o Rizvi Traverse Management,
LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407.
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