As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-261551
333-261552
333-263862
333-270864
333-278123
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO 1.
TO:
FORM S-8 REGISTRATION STATEMENT (File No. 333-261551)
FORM S-8 REGISTRATION STATEMENT (File No. 333-261552)
FORM S-8 REGISTRATION STATEMENT (File No. 333-263862)
FORM S-8 REGISTRATION STATEMENT (File No. 333-270864)
FORM S-8 REGISTRATION STATEMENT (File No. 333-278123)
Under
The Securities Act of 1933
HASHICORP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 32-0410665 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
HashiCorp, Inc.
101 Second Street, Suite 700
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
2014 Stock Plan
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plan)
Sarah Sisney
Secretary
HashiCorp, Inc.
c/o International Business Machines Corporation
New Orchard Road
Armonk, New York 10504
(Name and address of agent for service)
(914) 499-1900
(Telephone number, including area code, of agent for service)
Copies to:
Scott A. Barshay
Steven J. Williams
Dotun Obadina
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of HashiCorp, Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement:
1. Registration Statement on Form S-8 (File No. 333-261551), filed with the SEC on December 9, 2021, registering (i) 18,330,000 shares of Class A common stock, par value $0.000015 per share (the “Class A common stock”), reserved for issuance pursuant to the 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 1,900,000 shares of Class A common stock reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), (iii) 12,733,870 shares of Class A common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2014 Stock Plan (the “2014 Plan”) and (iv) 13,803,978 shares of Class A common stock reserved for issuance pursuant to stock option awards outstanding under the 2014 Plan.
2. Registration Statement on Form S-8 (File No. 333-261552), filed with the SEC on December 9, 2021, registering 504,867 shares of Class A common stock which were acquired by certain stockholders that are the Registrant’s current or former directors, officers, other employees, and consultants (the “Selling Stockholders”) pursuant to the 2014 Plan and may be offered from time to time by the Selling Stockholders for their own accounts.
3. Registration Statement on Form S-8 (File No. 333-263862), filed with the SEC on March 25, 2022, registering (i) 9,108,067 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,821,613 shares of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
4. Registration Statement on Form S-8 (File No. 333-270864), filed with the SEC on March 27, 2023, registering (i) 9,498,401 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,899,680 shares of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
5. Registration Statement on Form S-8 (File No. 333-278123), filed with the SEC on March 21, 2024, registering (i) 9,962,703 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,992,540 shares of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
On February 27, 2025, pursuant to an Agreement and Plan of Merger, dated April 24, 2024, by and among International Business Machines Corporation (“Parent”), McCloud Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant is terminating all offers and sales of its securities registered pursuant to the Registration Statements and deregistering the remaining shares of Class A common stock (the “Shares”) registered but unsold as of the effective time of the Merger under the Registration Statements, if any. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all such Shares registered but unsold as of the date hereof under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares as of the date hereof and the Registrant hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 27, 2025.
| HASHICORP, INC. | ||
| By: | /s/ Sarah Sisney | |
| Sarah Sisney | ||
| Secretary | ||
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.