SEC Form POSASR filed by Squarespace Inc.

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3 REGISTRATION STATEMENT NO. 333-274481

UNDER
THE SECURITIES ACT OF 1933

 

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SQUARESPACE, INC.

(Exact name of Registrant as specified in its charter)

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

225 Varick Street, 12th Floor

New York, New York 10014

(646) 580-3456

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

 

Copies to:

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

DEREGISTRATION OF SECURITIES

 

On October 17, 2024, pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of September 9, 2024 (the “Merger Agreement”), by and among Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), Spaceship Group MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Squarespace, Inc., a Delaware corporation (the “Company”), Parent completed its acquisition of the Company through a cash tender offer by Merger Sub (the “Offer”) to purchase all of the outstanding shares of Company Common Stock, followed by the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement.

As a result of the Merger, Squarespace has terminated all offerings and sales of securities pursuant to the Registration Statement. In accordance with an undertaking made by Squarespace in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance under the Registration Statement that remain unsold at the termination of such offering, Squarespace hereby removes from registration all of such securities registered but remaining unsold under the Registration Statement as of the date hereof.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on October 17, 2024.

 

	Squarespace, Inc.
	By:	/s/ Courtenay O’Connor
	Name:	Courtenay O’Connor
	Title:	General Counsel and Secretary

No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933.

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