SEC Form SC 13D filed by Shopify Inc.

(a) This Schedule 13D is being filed on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”):

The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.

Information regarding each director and executive officer of Shopify Inc. is set forth on Annex A attached hereto.

(b) The principal business office for SSH 3 is 251 Little Falls Drive, Wilmington, DE, 19808. The principal business office for Shopify Inc. is 151 O’Connor St., Ground Floor, Ottawa, ON, K2P 2L8, Canada.

(c) The principal business of SSH 3 is to hold strategic investments to support Shopify Inc.’s business. Shopify Inc. is the leading provider of essential internet infrastructure for commerce, offering trusted tools to start, grow, market and manage a retail business of any size. Shopify Inc. is the ultimate owner of  SSH 3.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Annex A attached hereto, has been convicted in a criminal proceeding.

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Annex A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons acquired the securities reported herein for investment purposes and in connection with the Collaboration Agreement, as described in Item 3. The Reporting Persons intend to review their holdings in the Company on a continuing basis and will routinely monitor a wide variety of considerations, including, without limitation, current and anticipated future trading prices for the Series A Common Stock and other securities of the Company, if any, the Company’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Company and its subsidiaries, the Company’s management, board of directors, Company-related competitive and strategic matters, conditions in the securities and financial markets, tax considerations, general market, economic and industry conditions, other investment and business opportunities available to the Reporting Persons and other factors considered relevant.  The Reporting Persons may from time to time take such actions with respect to their holdings in the Company as they deem appropriate, including, without limitation, (i) acquiring additional shares or disposing of some or all of their shares of Series A Common Stock (or other securities of the Company) or engaging in discussions with the Company and its subsidiaries concerning future transactions with the Company and its subsidiaries, including, without limitation, acquisitions or dispositions of shares of capital stock or other securities of the Company or any subsidiary thereof or other actions that could involve one or more of the types of transactions or have the results described in subparagraphs (a) through (j) of Item 4 of Schedule

13D, (ii) changing their current intentions with respect to any or all matters referred to in this Item 4 and (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Company.  Any acquisition or disposition of the Company’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, block trades, direct acquisitions from or dispositions to the Company or a subsidiary thereof or otherwise.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

(a)-(b) The aggregate number and percentage of shares of Series A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own 29,616,844 shares of Series A Common Stock, representing approximately beneficial ownership of 44.36% of the outstanding Series A Common Stock, consisting of: (i) 13,529,288 shares of Series B Common Stock held directly by SSH 3, (ii) 344,382 Warrants held directly by SSH 3 that vest within sixty days of the date hereof, and (iii) the Investment Option held by SSH 3, which is exercisable for an additional 15,743,174 Series B Common Stock. Each share of Series B Common Stock is convertible into one share of Series A Common Stock at any time at the option of the holder thereof.

Calculations of the percentage of the shares of Series A Common Stock beneficially owned by the Reporting Persons is based on (i) 37,151,631 shares of Series A Common Stock outstanding as of October 31, 2023, based on information set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023 (the “Form 10-Q”), (ii) 13,529,288 shares of Series A Common Stock issuable upon the conversion of Series B Common Stock held by the Reporting Persons (iii) 344,382 Warrants to purchase Series B Common Stock held by the Reporting Persons, exercisable as of January 28, 2024, where each share of Series B Common Stock is convertible into one share of Series A Common Stock, and (iv) the Investment Option held by the Reporting Persons to purchase 15,743,174 shares of Series B Common Stock, where each share of Series B Common Stock is convertible into one share of Series A Common Stock.

(c) Except as set forth in this Schedule 13D, no transaction in Series A Common Stock has been effected by any of the Reporting Persons within the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.