Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
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, 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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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Non-accelerated filer
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Smaller reporting company
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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. ☒
EXPLANATORY NOTE - DEREGISTRATION OF SECURITIES
Robinhood Markets, Inc. (the “Company”) is filing this post-effective amendment to its Registration Statement on Form S-1 (No. 333-258474) in order to deregister any and all securities that remain unsold thereunder.
Such registration statement,
as filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2021, and as amended by Pre-Effective Amendment No. 1 filed with the SEC on September 1, 2021 and Pre-Effective Amendment No. 2 filed with the SEC on October 8, 2021 (the “Registration Statement”), registered the offer and sale of up to 97,876,033 shares of the Company’s Class A common stock by the selling stockholders identified in such Registration Statement.
The Company, by filing this post-effective amendment, hereby terminates the Registration Statement and removes from registration any and all
securities registered but unsold under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in Menlo Park, California, on December 7, 2021.
