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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): June 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 1.01    Entry into a Material Definitive Agreement.
On June 15, 2023, in connection with the asset purchase discussed further below (the “Acquisition”), Squarespace, Inc. (“Company”) entered into Amendment No. 1 to its Amended and Restated Credit Agreement (the “Amendment”), dated June 15, 2023 by and between the Company and other credit parties named therein, and the lender JPMorgan Chase Bank, N.A., as Administrative Agent. The amendment will, among other things, establish additional Term Loan Commitments (as defined therein) in an aggregate principal amount of $100 million. The loans under the Term Loan Commitments will fund on the closing date of the Acquisition.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above with respect to the Amendment is incorporated herein by reference into this Section 2.03 of this Report.

Item 7.01    Regulation FD Disclosure.
On June 15, 2023, the Company issued a press release announcing that it has entered into a definitive agreement with Google LLC to acquire, among other things, all customer domain name registrations for which Google is the registrar or reseller for $180 million. A copy of the Press Release is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 
104 Cover Page Interactive Data File - the cover page XBRL tags are 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: June 15, 2023By: /s/ Courtenay O’Connor
  Courtenay O’Connor
  General Counsel and Secretary
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Exhibit 99.1
image_1a.jpg
Squarespace Enters Definitive Agreement to Acquire Google Domains Assets
Transfer Of Approximately 10 Million Domains Expands Squarespace’s Leading Domains Business And Opens Up Millions To Its Platform Offerings

New York, June 15, 2023 – Squarespace Inc. (NYSE: SQSP), the design-driven platform helping entrepreneurs build brands and businesses online, announced today it has entered into a definitive asset purchase agreement with Google, whereby Squarespace will acquire the assets associated with the Google Domains business, which will be winding down following a transition period. This purchase includes approximately 10 million domains hosted on Google Domains spread across millions of customers.

“We are exceptionally proud to be chosen to serve the customers of the Google Domains business,” said Anthony Casalena, Founder & CEO of Squarespace. “Domains are a critical part of web infrastructure and an essential piece of every business’s online presence. We look forward to serving these new customers as we have served millions using our domain products, and are committed to ensuring a seamless transition.”

“In keeping with our efforts to sharpen our focus, we have entered into a definitive agreement with Squarespace for the acquisition of customer accounts of the Google Domains registrar business,” said Matt Madrigal, Vice President and General Manager, Merchant Shopping of Google. “Supporting a smooth transition for customers over the coming months, with the help of the Google Domains team, is our top priority. Squarespace can provide an integrated experience of purchasing and managing domains along with offering other tools that these customers may need to build their online presence.”

Under the terms of the agreement, Squarespace will honor all existing Google Domains customers' renewal prices for at least 12 months following the closing of the transaction, as well as provide additional incentives to encourage Google Domains customers to build a website with Squarespace and adopt other Squarespace offerings. Further, Squarespace will be leveraging Google’s infrastructure powering the Google Domains product during the migration period in order to ensure the seamless transfer of domains.

Upon closing, Squarespace, a long- time reseller of Google Workspace, will become the exclusive domains provider for any customer purchasing a domain along with their Workspace subscription from Google directly for a minimum of three years. Squarespace will also provide billing and support services to Google Workspace customers that signed up for the service through Google Domains. Customers will continue to have the option to make changes to their domains account at any time.

The transaction is expected to close in the third quarter of 2023, and is subject to certain regulatory approvals and customary closing conditions. While the majority of the benefits of this deal will be realized in 2024 and beyond, Squarespace believes this deal will be meaningfully accretive to its business from both a revenue and free cash flow perspective over time.

Squarespace management will host a conference call today, June 15 at 5:00pm ET. A live webcast of the event will be available in the Events & Presentations section of the Squarespace Investor Relations website. An archived replay of the webcast will be available following the conclusion of the call.
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About Squarespace
Squarespace (NYSE: SQSP) is a design-driven platform helping entrepreneurs build brands and businesses online. Our products 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. For more information, visit www.squarespace.com.

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 transaction, including statements regarding the benefits and impact of the transaction and the anticipated timing of the transaction. 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 transaction, 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 Securities and Exchange Commission. 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.

Media
Kaitlyn Rawlett
Press@Squarespace.com

Investor Relations
Clare Perry
Investors@Squarespace.com


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