BASE merger closes: $24.50 cash-out; Form S-8 offerings deregistered

Rhea-AI Filing Summary

Couchbase, Inc. completed a merger on September 24, 2025 under an Agreement and Plan of Merger dated June 20, 2025, whereby Cascade Merger Sub, Inc. merged with and into the Company and the Company became a wholly owned subsidiary of Cascade Parent Inc. At the effective time of the merger, each issued and outstanding share of Couchbase common stock (subject to certain exceptions) was converted into the right to receive $24.50 in cash per share, without interest and less applicable withholding taxes. In connection with the merger, Couchbase terminated all offerings under its existing Form S-8 registration statements and, by this post-effective amendment, has removed and deregistered any unsold securities previously registered under those registration statements, leaving no remaining securities registered under them.

Positive

• Completed cash merger with explicit per-share cash consideration of $24.50
• All Form S-8 offerings terminated and unsold securities removed from registration, resolving outstanding registration obligations

Negative

• None.

Insights

M&A Specialist

TL;DR: Couchbase was acquired and cashed out at $24.50 per share; S-8 registrations were terminated and unsold shares deregistered.

The filing documents a completed cash merger in which Merger Sub merged into Couchbase and Couchbase became a wholly owned subsidiary of the acquirer. The per-share cash conversion amount of $24.50 is explicitly stated. The company terminated all Form S-8 offerings and has executed a post-effective amendment to remove any unsold securities from registration, which is the standard administrative step following a cash-out acquisition.

Corporate Governance Expert

TL;DR: Governance outcome: company is now a private subsidiary and has deregistered previously registered employee equity offerings.

The post-effective amendment confirms termination of ongoing S-8 registration statements and deregistration of unsold securities, fulfilling the company’s registration undertakings. The filing records the administrative and compliance actions taken after the merger, including conversion of outstanding common stock into cash consideration and removal of those securities from registration.

As filed with the Securities and Exchange Commission on September 24, 2025

Registration Statement No. 333-258101

Registration Statement No. 333-259474

Registration Statement No. 333-264033

Registration Statement No. 333-269227

Registration Statement No. 333-270944

Registration Statement No. 333-278242

Registration Statement No. 333-286093

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-258101

FORM S-8 REGISTRATION STATEMENT NO. 333-259474

FORM S-8 REGISTRATION STATEMENT NO. 333-264033

FORM S-8 REGISTRATION STATEMENT NO. 333-269227

FORM S-8 REGISTRATION STATEMENT NO. 333-270944

FORM S-8 REGISTRATION STATEMENT NO. 333-278242

FORM S-8 REGISTRATION STATEMENT NO. 333-286093

UNDER

THE SECURITIES ACT OF 1933

Couchbase, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-3576987
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3155 Olsen Drive

San Jose, California 95117

(650) 417-7500

(Address of principal executive offices, including zip code)

Couchbase, Inc. 2023 Inducement Equity Incentive Plan

Couchbase, Inc. 2021 Equity Incentive Plan

Couchbase, Inc. 2021 Employee Stock Purchase Plan

Couchbase, Inc. 2018 Equity Incentive Plan

Couchbase, Inc. 2008 Equity Incentive Plan

Non-Plan Option Award

(Full titles of the plan)

Amir Jafari

Chief Financial Officer

3155 Olsen Drive

San Jose, California 95117

(650) 417-7500

(Name, address and telephone number of agent for service)

Copies to:

Rezwan D. Pavri

Richard C. Blake

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-930

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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) originally filed by Couchbase, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”):

• Registration Statement No. 333-258101 on Form S-8, registering (i) 4,120,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), issuable pursuant to the Couchbase, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 830,000 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), (iii) 5,453,222 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), (iv) 4,447,107 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), and (v) 16,674 shares of Common Stock issuable pursuant to the non-plan option award, filed with the SEC on July 22, 2021.

• Registration Statement 333-259474 on Form S-8, registering an additional 2,084,389 shares of Common Stock issuable pursuant to the 2008 Plan and the 2018 Plan, filed with the SEC on September 13, 2021.

• Registration Statement 333-264033 on Form S-8, registering an additional (i) 2,192,374 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 438,474 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 31, 2022.

• Registration Statement 333-269227 on Form S-8, registering 1,300,000 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2023 Inducement Equity Incentive Plan, filed with the SEC on January 13, 2023.

• Registration Statement 333-270944 on Form S-8, registering an additional (i) 2,271,601 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 454,320 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 29, 2023.

• Registration Statement 333-278242 on Form S-8, registering an additional (i) 2,453,993 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 490,798 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 26, 2024.

• Registration Statement 333-286093 on Form S-8, registering an additional (i) 2,653,937 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 530,787 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 25, 2025.

On September 24, 2025, pursuant to the Agreement and Plan of Merger, dated June 20, 2025, by and among Cascade Parent Inc., a Delaware corporation (“Parent”), Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of Common Stock, subject to certain exceptions as described in the Merger Agreement, was automatically converted into the right to receive $24.50 in cash, without interest and less any applicable withholding taxes.

In connection with the Merger, the Company has terminated all offerings of securities pursuant to its existing Registration Statements under the Securities Act of 1933. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statements which remain unsold at the termination of the offerings, the Company hereby terminates the effectiveness of the Registration Statements and removes from registration all securities registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 24, 2025.

	Couchbase, Inc.
	By:	/s/ Amir Jafari
		Name: Amir Jafari
		Title:   Chief Financial Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

-3-

FAQ

What did Couchbase (BASE) shareholders receive in the merger?

Each issued and outstanding share of common stock (subject to certain exceptions) was converted into the right to receive $24.50 in cash per share, less applicable withholding taxes.

When did the merger closing occur for Couchbase?

The merger became effective on September 24, 2025 pursuant to the Agreement and Plan of Merger dated June 20, 2025.

What happened to Couchbase's Form S-8 registration statements?

Couchbase terminated the effectiveness of all listed Form S-8 registration statements and removed from registration any unsold securities by post-effective amendment.

Are there any securities remaining registered under the terminated registration statements?

No. After this post-effective amendment, there will be no remaining securities registered by the Company pursuant to the listed registration statements.

What corporate change resulted from the merger?

Merger Sub merged with and into Couchbase, with Couchbase continuing as the surviving corporation and becoming a wholly owned subsidiary of Cascade Parent Inc.