As filed with the Securities and Exchange Commission
on July 1, 2025
Registration No. 333-283063
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Redfin Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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74-3064240 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1099 Stewart Street, Suite 600
Seattle, WA 98101
(Address of Principal Executive Offices)
Glenn Kelman
Chief Executive Officer
Redfin Corporation
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610
(Name, address and telephone number, including area
code, of agent for service)
With a copies to:
Anthony Kappus
Chief Legal Officer
Redfin Corporation
1099 Stewart Street, Suite 600
Seattle, WA 98101
(206) 576-8610
Alan C. Smith
Katherine K. Duncan
Chelsea Anderson
Fenwick & West LLP
401 Union Street, 5th Floor
Seattle, WA 98101
(206) 389-4510
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
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 |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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
(the “Post-Effective Amendment”) is being filed by Redfin Corporation (the “Registrant”), to deregister any and
all securities registered but unsold or otherwise unissued under the Registration Statement on Form S-3 (No. 333-283063), filed with the
Securities and Exchange Commission on November 7, 2024 (the “Registration Statement”), relating to the registration of the
Registrant’s common stock, preferred stock, debt securities, warrants subscription rights and/or units consisting of some or all
of these securities.
On July 1, 2025, pursuant
to the previously announced Agreement and Plan of Merger, dated as of March 9, 2025, by and among the Registrant, Rocket Companies, Inc.,
a Delaware corporation (“Rocket”) and Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rocket
(“Neptune Merger Sub”), Neptune Merger Sub merged (the “Merger”) with and into the Registrant, with the Registrant
surviving the Merger as a wholly owned subsidiary of Rocket.
As a result of the consummation
of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with
an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment,
any securities which remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all
securities of the Registrant registered pursuant to the Registration Statement that remain unsold or otherwise unissued as of the date
hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant
hereby terminates the effectiveness of the Registration Statement.
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Seattle, State of Washington on July 1, 2025.
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REDFIN CORPORATION |
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By: |
/s/ Glenn Kelman |
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Glenn Kelman |
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Chief Executive Officer |
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Pursuant to Rule 478 under the Securities Act
of 1933, as amended, no other person is required to sign this Post-Effective Amendment.