SQSP Squarespace Inc

Spaceship Group MergerCo, Inc.

a wholly owned subsidiary of

Spaceship Purchaser, Inc.

Accel Leaders 3 L.P.

Accel Leaders 3 Entrepreneurs L.P.

Accel Leaders 3 Associates L.P.

Accel Leaders 3 Investors (2020) L.P.

Accel Leaders 3 GP Associates L.L.C.

General Atlantic, L.P.

General Atlantic Partners 100, L.P.

GAP Coinvestments III, LLC

GAP Coinvestments IV, LLC

GAP Coinvestments V, LLC

GAP Coinvestments CDA, L.P.

General Atlantic (SPV) GP, LLC

General Atlantic GenPar, L.P.

General Atlantic (SQRS II), L.P.

Anthony Casalena

Casalena Foundation

Permira Advisers LLC

Permira Management S.à r.l.

Permira Portfolio Management Limited

Permira VIII GP S.à r.l.

Permira VIII Holdco GP S.à r.l.

Surveyorlux SCSp

Spaceship Holdings GP 1, LLC

Spaceship Intermediate 1, LP

Spaceship Holdings GP 2, LLC

Spaceship Parent, LP

Spaceship HoldCo, LLC

Spaceship MidCo, Inc.

Spaceship Intermediate 2, Inc.

Permira VIII - 1 SCSp

Permira VIII - 2 SCSp

Permira VIII AIV LP1 L.P.

Permira VIII AIV LP2 L.P.

Permira VIII CIS SCSp

Permira VIII CIS 2 SCSp

PILI 1 Portfolio SCSp

PILI 2 Portfolio SCSp

PILI 4 Portfolio SCSp

Permira Investment Capital LP

Permira Investment Capital II LP

Permira Investment Capital III LP

Class A Common Stock, par value $0.0001 per share

Class B Common Stock, par value $0.0001 per share

Class C Common Stock, par value $0.0001 per share

85225A107

Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons:

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by Spaceship Group MergerCo, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), and Parent. This Schedule TO relates to the offer by Merger Sub to purchase all of the outstanding shares of common stock, consisting of (1) Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (2) Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) and (3) Class C Common Stock, par value $0.0001 per share (“Class C Common Stock” and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, collectively, the “Shares”) , of Squarespace, Inc., a Delaware corporation (“Squarespace”), at a purchase price of $46.50 per Share (the “Offer Price”), to the seller in cash, without interest and subject to deduction for any required tax withholding, on the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

The Amended and Restated Agreement and Plan of Merger, dated as of September 9, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Squarespace, Parent and Merger Sub, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is Squarespace, Inc., a Delaware corporation. Squarespace’s principal executive offices are located at 225 Varick Street, 12^th Floor, New York, New York 10014. Squarespace’s telephone number is (646) 580-3456.

(b) Securities. This Schedule TO relates to the outstanding Shares (including those Shares that may be issued and delivered upon the exercise of Squarespace stock options). Squarespace has advised Merger Sub and Parent that, as of September 1, 2024 (the most recent practicable date): (i) 91,086,529 shares of Class A Common Stock, 47,844,755 shares of Class B Common Stock and 0 shares of Class C Common Stock were issued and outstanding, and (ii) 81,593 shares of Squarespace common stock were subject to outstanding Squarespace stock options.

(c) Trading Market and Price. The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.

(a) - (c) This Schedule TO is filed by Merger Sub and Parent. The information set forth in Section 8 (entitled “Certain Information Concerning Parent and Merger Sub”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a), (c)(1) - (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a), (b), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

Not applicable.

(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1-12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.

(d) Dividends. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“The Tender Offer—Section 6—Price Range of Shares; Dividends on the Shares”

(e) Prior Public Offerings. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 8—Prior Public Offerings; Transactions in Shares”

(f) Prior Stock Purchases. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 8—Prior Public Offerings; Transactions in Shares”

(a) – (c) The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Schedule I—Directors And Executive Officers Of Purchaser Filing Parties”

(c) Different Terms. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

(d) Appraisal Rights. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 7—Appraisal Rights”

(e) Provisions for Unaffiliated Security Holders.

“Special Factors and Other Relevant Information—Section 5—Position of the Subject Company and the Purchaser Filing Parties Regarding Fairness of the Offers”

(f) Eligibility for Listing or Trading. Not applicable.

(c) Negotiations or Contracts. The information set forth in the Offer to Purchaser under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub”

“The Tender Offer—Section 9—Source and Amount of Funds”

(c) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

“The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub”

“The Tender Offer—Section 9—Source and Amount of Funds”

“The Tender Offer—Section 10—The Merger Agreement; Other Agreements”

(b) Use of Securities Acquired. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—“Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“The Tender Offer—Section 9—Source and Amount of Funds”

(c)(8) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

“The Tender Offer—Section 9—Source and Amount of Funds”

(a) Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

(b) Alternatives. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

(c) Reasons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

(d) Effects. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

“The Tender Offer—Section 5—Material U.S. Federal Income Tax Considerations”

(a) Fairness. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Merger”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

(b) Factors Considered in Determining Fairness. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

“The Tender Offer— Section 10—The Merger Agreement; Other Agreements”

(c) Approval of Security Holders.

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Merger”

(d) Unaffiliated Representative. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“The Tender Offer—Section 10—The Merger Agreement; Other Agreements”

(e) Approval of Directors. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

(f) Other Offers. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

(a) – (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information— Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024 (incorporated by reference to Exhibit 16(c)(ix) to the Schedule 13E-3 jointly filed by the following persons (the “13E-3 Filing Parties”) on

June 17, 2024: (1) Squarespace, Inc., a Delaware corporation; (2) Spaceship Purchaser, Inc., a Delaware corporation; (3) Spaceship Group MergerCo, Inc., a Delaware corporation; (4) Accel Leaders 3 L.P., a Delaware limited partnership; (5) Accel Leaders 3 Entrepreneurs L.P., a Delaware limited partnership; (6) Accel Leaders 3 Associates L.P., a Delaware limited partnership; (7) Accel Leaders 3 Investors (2020) L.P., a Delaware limited partnership; (8) Accel Leaders 3 GP Associates L.L.C., a Delaware limited liability company; (9) General Atlantic, L.P., a Delaware limited partnership; (10) General Atlantic Partners 100, L.P., a Delaware limited partnership; (11) GAP Coinvestments III, LLC, a Delaware limited liability company; (12) GAP Coinvestments IV, LLC, a Delaware limited liability company; (13) GAP Coinvestments V, LLC, a Delaware limited liability company; (14) GAP Coinvestments CDA, L.P., a Delaware limited partnership; (15) General Atlantic (SPV) GP, LLC, a Delaware limited liability company; (16) General Atlantic GenPar, L.P., a Delaware limited partnership; (17) General Atlantic (SQRS II), L.P., a Delaware limited partnership; (18) Anthony Casalena; and (19) the Casalena Foundation, a Delaware corporation (the “Schedule 13E-3”)).

Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024 (incorporated by reference to Exhibit 16(c)(x) to the Schedule 13E-3).

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

(c) Expenses. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“The Tender Offer—Section 14—Fees and Expenses”

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

(e) Recommendations of Others. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

(a) Financial Information. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

“Special Factors and Other Relevant Information—Section 4—Certain Effects of the Offer”

“The Tender Offer—Section 7—Certain Information Concerning Squarespace”

(b) Pro Forma Financial Information. The pro forma financial statements of the Company are not material to the Offer.

(b) Employees and Corporate Assets. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors and Other Relevant Information—Section 1—Background of the Offer”

“Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Squarespace”

“Special Factors and Other Relevant Information—Section 3—Reasons for the Offer”

“Special Factors and Other Relevant Information—Section 5—Position of the Purchaser Filing Parties Regarding Fairness of the Offer”

“Special Factors and Other Relevant Information—Section 6—Interests of Squarespace’s Directors and Executive Officers in the Offer”

“The Tender Offer—Section 14—Fees and Expenses”

“The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub”

(b) Not applicable.

The following exhibits are filed herewith:

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct

Date: September 16, 2024

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2024

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2024

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2024

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2024

Spaceship Group MergerCo, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Spaceship Purchaser, Inc., a Delaware corporation (“Parent”, and together with Merger Sub, the “Buyer Parties”), is offering to purchase all of the outstanding shares of common stock, consisting of (1) Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (2) Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) and (3) Class C Common Stock, par value $0.0001 per share (“Class C Common Stock” and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, collectively, the “Shares”), of Squarespace, Inc., a Delaware corporation (“Squarespace”), at a purchase price of $46.50 per Share (the “Offer Price”), to the seller in cash, without interest and subject to deduction for any required tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal,” which, together with this Offer to Purchase, as they may be amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”). Capitalized terms used, but not otherwise defined herein, have the meanings given to such terms in the Merger Agreement (as defined below), a copy of which is filed as Exhibit (d)(1) of the Tender Offer Statement on Schedule TO to which this Offer to Purchase is attached and which is incorporated herein by reference.

The Offer is being made pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 9, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and Squarespace, pursuant to which, after (i) the consummation of the Offer, (ii) the subsequent direct or indirect contribution by the Rollover Stockholders and any Management Rollover Stockholders (as defined below), if any, of a portion of the Shares to an entity that indirectly owns 100% of the equity interest of Parent (collectively, the “Rollover”), (iii) the subsequent sale (occurring substantially concurrently with the Accel Share Sale and the GA Share Sale (as each is defined below)) by the Anthony Casalena 2019 Family Trust, the Anthony Casalena Revocable Trust and the Casalena Foundation of a portion of the Shares at the Offer Price to an entity that indirectly owns 100% of the equity interest of Parent (the “Casalena Share Sale”), (iv) the subsequent sale (occurring substantially concurrently with the GA Share Sale and the Casalena Share Sale) by Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Accel Growth Fund Investors 2010 L.L.C. (collectively, the “Accel Share Sellers”) of all of the Shares held by the Accel Share Sellers at the Offer Price to an entity that indirectly owns 100% of the equity interest of Parent (the “Accel Share Sale”), (v) the subsequent sale (occurring substantially concurrently with the Accel Share Sale and the Casalena Share Sale) by General Atlantic (SQRS II), L.P. (the “General Atlantic Rollover Stockholder”) of a portion of the Shares at the Offer Price to an entity that indirectly owns 100% of the equity interest of Parent (the “GA Share Sale” and together with the Accel Share Sale and the Casalena Share Sale, the “Share Sales” and each, a “Share Sale”), and (vi) the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Squarespace, upon the terms and subject to the conditions set forth in the Merger Agreement, with Squarespace continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). The Merger will be governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and will be effected by Merger Sub and Squarespace without a stockholder vote pursuant to the DGCL as soon as practicable following the consummation of the Offer. Certain of Squarespace’s members of senior management have expressed to Squarespace an interest in participating in the

Rollover transactions described herein. Subject to the prior waiver by Squarespace of the applicable restrictions under the Merger Agreement, the Buyer Parties may engage in discussions with certain members of senior management of Squarespace with respect to the possibility of participating in the Rollover. To the extent any such members of senior management would have been deemed to be Unaffiliated Company Stockholders but, subject to the approval of Squarespace and the Buyer Parties, participate in the Rollover, such members of senior management (the “Management Rollover Stockholders”) will no longer be deemed to be Unaffiliated Company Stockholders, including, but not limited to, for purposes of clause (ii) of the Minimum Condition and such shares which participate in the Rollover shall be included in the “Rollover or Sale Shares”.

At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) held by Squarespace and its subsidiaries (the “Company Group”), (ii) owned by the Buyer Parties, (iii) that are Rollover Shares or Sale Shares, (iv) owned by any direct or indirect wholly owned Subsidiary of the Buyer Parties as of immediately prior to the Effective Time or (v) irrevocably accepted for purchase by Merger Sub in the Offer (each, an “Owned Company Share”), which will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor), subject to any appraisal rights in accordance with Section 262 of the DGCL (see “Special Factors and Other Relevant Information—Section 7— Appraisal Rights”), will be converted into the right to receive an amount in cash equal to the Per Share Price (which is equal to the Offer Price), without interest, and subject to deduction for any required tax withholding (the “Merger Consideration”).

Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for Shares.

The Offer is subject to the conditions set forth in “The Tender Offer—Section 12— Conditions of the Offer”, including (i) the Minimum Condition, (ii) the truth and accuracy of certain representations and warranties of Squarespace as set forth in the Merger Agreement as of May 13, 2024 (the “Original Merger Agreement”) and as of the Closing Date as if made on and as of each such date (as may be subject to materiality, de minimis or other qualifiers), (the “R&W Condition”), (iii) Squarespace having performed and complied in all material respects with the covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by Squarespace at or prior to the Closing (the “Performance Condition”), (iv) the non-occurrence of a Company Material Adverse Effect on or after the date of the Merger Agreement that is continuing (the “No-MAE Condition”), (v) the receipt by the Buyer Parties of a certificate from Squarespace, validly executed for and on behalf of Squarespace and in the name of Squarespace by a duly authorized executive officer thereof certifying that the foregoing conditions have been satisfied (the “Certificate Condition”), and (vi) the non-termination of the Merger Agreement (the “Non-Termination Condition”). The Offer is not subject to any financing condition.

The Special Committee (as defined below) has unanimously: (i) determined that the Merger Agreement, providing for the Merger after consummation of the Offer and in accordance with the DGCL upon the terms and subject to the conditions set forth in the Merger Agreement, and the other transactions contemplated thereby are advisable, fair to and in the best interests of Squarespace and the Unaffiliated Company Stockholders (as defined below); (ii) recommended to the Board of Directors of Squarespace (the “Board”) that it approve the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) recommended that the Unaffiliated Company Stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer on the terms and conditions set forth in the Merger Agreement.

The Board has, acting upon the recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Squarespace and the Company Stockholders; (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by Squarespace, the performance by Squarespace of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; and (iii) recommended that the Company Stockholders accept the Offer and tender their Shares.

A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page 1 of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares in the Offer.

If you wish to tender all or a portion of your Shares to Merger Sub pursuant to the Offer, you must either (i) complete and sign the Letter of Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined below in the “Summary Term Sheet”) or follow the procedure for book-entry transfer set forth in “The Tender Offer—Section 3—Procedures for Accepting the Offer and Tendering Shares” or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to the Merger Sub before the expiration of the Offer.

Questions and requests for assistance should be directed to the Information Agent (as defined below in the “Summary Term Sheet”) at the address and telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

Neither the Offer nor the Merger has been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or the Merger or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful and a criminal offense.

This Offer to Purchase and other related documents delivered to you and/or incorporated by reference herein include “forward-looking statements,” including statements regarding the Buyer Parties, the Buyer Parties’ future prospects, developments and business strategies, timing and completion of the Offer, compelling value of the Offer and the Offer Price, purpose of the Offer, future performance, plans, growth and other trend projections and other benefits of the Offer, certainty of the Offer and the potential to satisfy the conditions for completion of the Offer, regulatory approvals required for completion of the Offer, the possibility that competing offers will be made, potential adverse reactions or changes to business relationships as a result of the Offer and costs, charges or expenses relating to the Offer. These statements may generally, but not always, be identified by the use of words such as “anticipates,” “intends,” “expects,” “believes,” or similar expressions.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on assumptions and circumstances that may occur in the future. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, many of which are outside the control of the Buyer Parties and Squarespace, including changes in domestic and foreign economic and market conditions; the effect of changes in governmental regulations; any natural disaster, public health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, including the Offer, may not materialize as expected; the Offer not being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the transaction, Squarespace’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the Offer; the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time frames or at all and other risk factors listed in Squarespace’s most recent quarterly report on Form 10-Q. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements.

Any forward-looking statements made herein speak only as of the date on which they are announced, and you should not rely on these forward-looking statements as representing the Buyer Parties’ views as of any date after today. Except as required by applicable law or regulation, the Buyer Parties expressly any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in this Offer to Purchase to

reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that the Buyer Parties or Squarespace have made or may make.

The Information Agent for the Offer is:

 

 

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

 

Banks and Brokerage Firms, Please Call: (212) 297-0720

Shareholders and All Others Call Toll-Free: (877) 285-5990

E-mail: info@okapipartners.com