Canada | 7372 | 98-0486686 | ||||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number, if any) | ||||
Jessica Hertz General Counsel Shopify Inc. 151 O’Connor Street, Ground Floor Ottawa, Ontario, Canada K2P 2L8 (613) 241-2828 | Ryan J. Dzierniejko Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York, United States 10001-8602 (212) 735-3712 | Sean Vanderpol Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario, Canada M5L 1B9 (416) 869-5500 | ||||
A. ☒ | Upon filing with the Securities and Exchange Commission (the “ Commission”), pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). | |||||
B. ☐ | At some future date (check the appropriate box below): | |||||
1. ☐ | pursuant to Rule 467(b) on ( ) at ( ). | |||||
2. ☐ | pursuant to Rule 467(b) on ( ) at ( ) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ). | |||||
3. ☐ | pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. | |||||
4. ☐ | after the filing of the next amendment to this Form (if preliminary material is being filed). | |||||
New Issue and Secondary Offering | November 12, 2024 | ||
(a) | offers a price per Class A Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Class B Restricted Voting Shares; |
(b) | provides that the percentage of outstanding Class A Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with |
(c) | has no condition attached other than the right not to take up and pay for Class A Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Class B Restricted Voting Shares; and |
(d) | is in all other material respects identical to the offer for Class B Restricted Voting Shares. |
• | the specific designation of the Debt Securities; any limit on the aggregate principal amount of the Debt Securities; the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity; |
• | the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities that are in registered form; |
• | the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise; |
• | the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option; |
• | the covenants applicable to the Debt Securities; |
• | the terms and conditions for any conversion or exchange of the Debt Securities for any other securities; |
• | whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges between registered form and bearer form; |
• | whether the Debt Securities will be issuable in the form of registered global securities (“Global Securities”), and, if so, the identity of the depositary for such registered Global Securities; |
• | the denominations in which registered Debt Securities will be issuable; |
• | each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange; |
• | if other than U.S. dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities; |
• | material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Debt Securities; |
• | any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and |
• | any other terms of the Debt Securities which apply solely to the Debt Securities. |
• | the number of Warrants offered; |
• | the price or prices, if any, at which the Warrants will be issued; |
• | the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable; |
• | upon exercise of the Warrant, the events or conditions under which the amount of Securities may be subject to adjustment; |
• | the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire; |
• | if applicable, the identity of the Warrant agent; |
• | whether the Warrants will be listed on any securities exchange; |
• | whether the Warrants will be issued with any other Securities and, if so, the amount and terms of these Securities; |
• | any minimum or maximum subscription amount; |
• | whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; |
• | any material risk factors relating to such Warrants and the Securities to be issued upon exercise of the Warrants; |
• | any other rights, privileges, restrictions and conditions attaching to the Warrants and the Securities to be issued upon exercise of the Warrants; |
• | material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Warrants and the Securities to be issued upon exchange of the Warrants; and |
• | any other material terms or conditions of the Warrants and the Securities to be issued upon exercise of the Warrants. |
• | the number of Subscription Receipts offered; |
• | the price or prices, if any, at which the Subscription Receipts will be issued; |
• | the manner of determining the offering price(s); |
• | the currency at which the Subscription Receipts will be offered and whether the price is payable in installments; |
• | the Securities into which the Subscription Receipts may be exchanged; |
• | conditions to the exchange of Subscription Receipts into other Securities and the consequences of such conditions not being satisfied; |
• | the number of Securities that may be issued upon the exchange of each Subscription Receipt and the price per Security or the aggregate principal amount, denominations and terms of the series of Debt Securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of Securities may be subject to adjustment; |
• | the dates or periods during which the Subscription Receipts may be exchanged; |
• | the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged; |
• | provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow; |
• | if applicable, the identity of the Subscription Receipt agent; |
• | whether the Subscription Receipts will be listed on any securities exchange; |
• | whether the Subscription Receipts will be issued with any other Securities and, if so, the amount and terms of these Securities; |
• | any minimum or maximum subscription amount; |
• | whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; |
• | any material risk factors relating to such Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts; |
• | material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts; |
• | any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts; and |
• | any other material terms or conditions of the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts. |
• | the number of Units offered; |
• | the price or prices, if any, at which the Units will be issued; |
• | the manner of determining the offering price(s); |
• | the currency at which the Units will be offered; |
• | the Securities comprising the Units; |
• | whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities; |
• | any minimum or maximum subscription amount; |
• | whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; |
• | any material risk factors relating to such Units or the Securities comprising the Units; |
• | material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Securities comprising the Units; |
• | any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and |
• | any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately. |
• | acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and |
• | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. |
Exhibit No. | Description | ||
Annual Information Form of the Registrant for the fiscal year ended December 31, 2023, dated February 13, 2024 (incorporated by reference from the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, filed with the Commission on February 13, 2024). | |||
Management’s Discussion and Analysis of the financial condition and results of operations of the Registrant for the fiscal year ended December 31, 2023 (incorporated by reference from the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, filed with the Commission on February 13, 2024). | |||
Audited consolidated financial statements of the Registrant as at and for the fiscal years ended December 31, 2023 and 2022, together with management’s annual report on internal control over financial reporting and the report of independent registered public accounting firm thereon (incorporated by reference from the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, filed with the Commission on February 13, 2024). | |||
Management Information Circular of the Registrant dated April 19, 2024 in connection with the annual general and special meeting of the shareholders of the Registrant held on June 4, 2024 (incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 6-K, furnished to the Commission on May 1, 2024). | |||
Unaudited interim condensed consolidated financial statements of the Registrant as at September 30, 2024 and for the three and nine-month periods ended September 30, 2024 and 2023, together with the notes thereto (incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 6-K, furnished to the Commission on November 12, 2024). | |||
Management’s Discussion and Analysis of the financial condition and results of operations of the Registrant as at September 30, 2024 and for the three and nine-month periods ended September 30, 2024 and 2023 (incorporated by reference from Exhibit 99.2 to the Registrant’s Report on Form 6-K, furnished to the Commission on November 12, 2024). | |||
Consent of PricewaterhouseCoopers LLP. | |||
Powers of Attorney (included in Part III of this Registration Statement). | |||
Trust Indenture, dated as of September 18, 2020, by and among the Registrant, Computershare Trust Company, N.A. and Computershare Trust Company of Canada (incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 6-K, furnished to the Commission on September 21, 2020). | |||
Statement of Eligibility of the Trustee for the Indenture referenced in Exhibit 7.1, Computershare Trust Company, N.A., on Form T-1. | |||
Filing Fee Table. | |||
SHOPIFY INC. | |||||||||
By: | /s/ Michael L. Johnson | ||||||||
Name: | Michael L. Johnson | ||||||||
Title: | Corporate Secretary | ||||||||
Signature | Title | ||
/s/ Tobias Lütke | |||
Tobias Lütke | Chief Executive Officer and Chairman of the Board of Directors | ||
/s/ Jeff Hoffmeister | Chief Financial Officer | ||
Jeff Hoffmeister | |||
/s/ Robert Ashe | Director | ||
Robert Ashe | |||
/s/ Gail Goodman | Director | ||
Gail Goodman | |||
/s/ Colleen Johnston | Director | ||
Colleen Johnston | |||
/s/ Jeremy Levine | Director | ||
Jeremy Levine | |||
/s/ Prashanth Mahendra-Rajah | Director | ||
Prashanth Mahendra-Rajah | |||
/s/ Lulu Cheng Meservey | Director | ||
Lulu Cheng Meservey | |||
/s/ Kevin Scott | Director | ||
Kevin Scott | |||
/s/ Toby Shannan | Director | ||
Toby Shannan | |||
/s/ Fidji Simo | Director | ||
Fidji Simo | |||
SHOPIFY HOLDINGS (USA) 2 INC. (Authorized Representative in the United States) | |||||||||
By: | /s/ Seth Bressack | ||||||||
Name: | Seth Bressack | ||||||||
Title: | Director | ||||||||