Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

As filed with the Securities and Exchange Commission on August 7, 2024

Registration No. 333-234241


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SHOPIFY INC.

(Exact Name of Registrant as Specified in its Charter)


Canada (State or Other Jurisdiction of Incorporation or Organization)			98-0486686 (I.R.S. Employer Identification No.)

151 O’Connor Street, Ground Floor
Ottawa, Ontario, Canada K2P 2L8
(Address of Principal Executive Offices) (Zip Code)

6 River Systems, Inc. Second Amended and Restated 2016 Stock Option and Grant Plan
(Full Title of the Plan)

Corporation Service Company
251 Little Falls Drive, Wilmington, DE, 19808-1674
(Name and Address of Agent for Service)

(302) 636-5400
(Telephone Number, Including Area Code, of Agent for Service)

Copy to:
Michael L. Johnson
Corporate Secretary
Shopify Inc.
151 O’Connor Street, Ground Floor
Ottawa, ON K2P 2L8
Canada
(613) 241-2828 Ext. 1045

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. ☐

PART II

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the below listed Registration Statement on Form S-8 (the “Prior Registration Statement”) of Shopify Inc. (the “Registrant”) is being filed to terminate all offerings under the Prior Registration Statement and deregister any and all securities that remain unsold pursuant to the Prior Registration Statement.

1. Registration Statement on Form S-8, File No. 333-234241, filed with the Securities and Exchange Commission on October 17, 2019, registering the offer and sale of 88,665 Class A subordinate voting shares of the Registrant, issuable pursuant to the 6 River Systems, Inc. Second Amended and Restated 2016 Stock Option and Grant Plan.

The Registrant has terminated all offerings of its securities under the Prior Registration Statement and is no longer issuing securities pursuant to the above-named plan. In accordance with an undertaking made by the Registrant in the Prior Registration Statement to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offering, the Registrant hereby removes from registration by means of this Post-Effective Amendment any securities registered under the Prior Registration Statement that remain unsold 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-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, Canada on August 7, 2024.

SHOPIFY INC.

By: /s/ Michael L. Johnson
    Name:    Michael L. Johnson
    Title:    Corporate Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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