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0001496963FALSE00014969632023-11-152023-11-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2023
Squarespace, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-40393
(Commission
File Number)
20-0375811
(IRS Employer
Identification No.)
225 Varick Street,12th Floor
New York,New York
(Address of Principal Executive Offices)
10014
(Zip Code)
(646) 580-3456
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value SQSP New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (P30.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Item 8.01    Other Events.
On November 15, 2023, Squarespace, Inc. (the “Company”) issued a press release announcing that certain entities affiliated with General Atlantic (the "selling stockholder") intend to offer 6,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share ("Class A common stock"), in a secondary underwritten public offering. The selling stockholder also intends to grant the underwriter a 30-day option to purchase up to an additional 900,000 shares of Class A common stock. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SQUARESPACE, INC.
Dated: November 15, 2023
By: /s/ Courtenay O’Connor
Courtenay O’Connor
General Counsel and Secretary
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EX-99.1 2 exhibit991-8xk.htm EX-99.1 Document
Exhibit 99.1
Squarespace Announces Secondary Offering of Class A Common Stock
NEW YORK, Nov. 15, 2023 – Squarespace, Inc. (NYSE: SQSP) (“Squarespace” or the “Company”), the design-driven platform helping entrepreneurs build brands and businesses online, today announced that General Atlantic (the “selling stockholder”) intends to offer 6,000,000 shares of the Company’s Class A common stock (“Class A common stock”) in a secondary underwritten public offering. The selling stockholder also intends to grant the underwriter a 30-day option to purchase up to an additional 900,000 shares of Class A common stock. All of the shares in the offering will be sold by the selling stockholder. The Company will not receive any proceeds from the sale of the shares by the selling stockholder.
J.P. Morgan Securities LLC is serving as the lead book-running manager and as underwriter for the offering.
The underwriter proposes to offer the shares of Class A common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part.
The shares of Class A common stock in this offering are being offered pursuant to an automatically effective shelf registration statement on Form S-3 (File No. 333-274481) filed with the Securities and Exchange Commission (“SEC”) on September 12, 2023 and the prospectus, dated September 12, 2023, that forms a part of the registration statement. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov or from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204 or email: prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Squarespace
Squarespace (NYSE: SQSP) is a design-driven platform helping entrepreneurs build brands and businesses online. We empower millions in more than 200 countries and territories with all the tools they need to create an online presence, build an audience, monetize, and scale their business. Our suite of products range from websites, domains, ecommerce, and marketing tools, as well as tools for scheduling with Acuity, creating and managing social media presence with Bio Sites and Unfold, and hospitality business management via Tock.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding the proposed offering, including statements regarding the size, timing, terms and completion of the proposed offering. The words “believe,” “may,” “will,” “estimate,” “continue,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions and projections based on information available at the time the statements were made. In light of these assumptions and the risks and uncertainties that could impact Squarespace’s business or this offering, Squarespace’s actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results are included in Squarespace’s filings with the SEC. Forward-looking statements speak only as of the date they are made and, except as required by law, Squarespace assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Contacts
Investors
investors@squarespace.com
Media
press@squarespace.com
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