Exhibit (a)(1)(D)
Offer to Purchase
All Outstanding Shares of Common Stock
of
Squarespace, Inc.
at
$46.50 Per Share in Cash
Pursuant to the Offer to Purchase dated September 16, 2024
by
Spaceship Group MergerCo, Inc.
a wholly owned subsidiary of
Spaceship Purchaser, Inc.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 PM, NEW YORK CITY TIME, ON OCTOBER 11, 2024, UNLESS THE OFFER IS EXTENDED OR TERMINATED.
September 16, 2024
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated September 16, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”) and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the offer by Spaceship Group MergerCo, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Spaceship Purchaser, Inc. (“Parent”), a Delaware corporation, to purchase all of the outstanding shares of common stock, consisting of Class A, Class B and Class C Common Stock, each with a par value of $0.0001 per share (collectively, “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 the Offer to Purchase and Letter of Transmittal. Also enclosed is the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Squarespace with the Securities and Exchange Commission in connection with the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”).
We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
1. The price to be paid in the Offer is $46.50 per Share, to you in cash, without interest and subject to deduction for any required withholding taxes.
2. The Offer is being made for all outstanding Shares other than Owned Company Shares (as defined in the Offer to Purchase).
3. The Offer is being made pursuant to an Amended and Restated Agreement and Plan of Merger dated as of September 9, 2024 (the “Merger Agreement”), by and among Parent, Merger Sub and Squarespace. The