8-A12B 1 8-a12b.htm 8-A12B

ca 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

Shopify Inc.
(Exact name of registrant as specified in its charter)
 
Canada
98-0486686
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
151 O'Connor Street, Ground Floor
148 Lafayette Street
Ottawa, Ontario, Canada KP2 2L8
New York City, New York, USA 10012
(Address of Principal Executive Offices) (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered
 
 
Class A Subordinate Voting Shares
 
The Nasdaq Stock Market LLC
 
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c) or (e), check the following box.  ☒
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or (e), check the following box. ☐
 
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:   N/A
 
Securities to be registered pursuant to Section 12(g) of the Act:  None





EXPLANATORY NOTE

Shopify Inc. (the “Registrant”) is filing this Registration Statement on Form 8-A in connection with the transfer of the listing of its Class A Subordinate Voting Shares (the “Shares”) from the New York Stock Exchange (the “NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”). The Registrant expects that the listing and trading of its Shares on the NYSE will end at market close on March 28, 2025, and that trading will begin on Nasdaq at market open on March 31, 2025.


Item 1.
Description of Registrant’s Securities to be Registered.

The description of the Registrant’s Shares included in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-37400), filed with the Securities and Exchange Commission on February 11, 2025, is incorporated herein by reference, except that any reference to the NYSE is hereby amended to refer to Nasdaq.


Item 2.
Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.





 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


 
SHOPIFY INC.
 
       
Date: March 28, 2025
     
       
 
By:  
/s/ Michael L. Johnson
 
       
   
Name: Michael L. Johnson
 
   
Title: Corporate Secretary