As filed with the Securities and Exchange Commission
on October 1, 2025
Registration No. 333-231552
Registration No. 333-226468
Registration No. 333-88660
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement Registration No. 333-231552
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement Registration No. 333-226468
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement Registration No. 333-88660
UNDER THE SECURITIES ACT OF 1933
Maverick Merger Sub 2, LLC
(Exact name of registrant as specified in its charter)
| Delaware |
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84-4946470 |
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(I.R.S. Employer Identification No.) |
1050 Woodward Avenue
Detroit, MI 48226
(Address of Principal Executive Offices, Including
Zip Code)
Mr. Cooper Group Inc. 2019 Omnibus Incentive Plan
Nationstar Mortgage Holdings Inc. Second Amended
and Restated 2012
Incentive Compensation Plan
(Full title of the plans)
Brian Brown
Secretary and Treasurer
1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990
(Name, address and telephone number, including area
code, of agent for service)
With copies to:
Tina V. John
Corporate Secretary
1050 Woodward Avenue
Detroit, MI 48226
(313) 373-7990
John C. Kennedy, Esq.
Christodoulos Kaoutzanis, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
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.
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| 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
Maverick Merger Sub 2,
LLC (the “Registrant”) is filing these Post-Effective Amendments (the “Post-Effective Amendments”) to the following
Registration Statements on Form S-8 (each, a “Registration Statement”), previously filed with the Securities and Exchange
Commission (the “Commission”), to withdraw and remove from registration any and all shares (“Shares”) of the Registrant’s
common stock, par value $0.01 per share, and other securities that remain unsold or otherwise unissued under each Registration
Statement:
| · | Registration Statement No. 333-231552 filed with the Commission on May 16, 2019, relating to the registration
of 20,000,000 Shares authorized for issuance under the Registrant’s 2019 Omnibus Incentive Plan. |
| · | Registration Statement No. 333-226468 filed with the Commission on August 1, 2018, relating to the registration
of 87,704,668 Shares authorized for issuance under the Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation
Plan. |
| · | Registration Statement No. 333-88660 filed with the Commission on May 20, 2002, relating to the registration
of 1,000,000 Shares authorized for issuance under the Washington Mutual, Inc. 2002 Employee Stock Purchase Plan. |
On October 1, 2025, pursuant
to the previously announced Agreement and Plan of Merger, dated as of March 31, 2025, by and among the Registrant, Rocket Companies, Inc.,
a Delaware corporation (“Rocket”), Maverick Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of
Rocket (“Maverick Merger Subsidiary”) and Mr. Cooper Group Inc., a Delaware corporation (“Mr. Cooper”), Maverick
Merger Subsidiary merged with and into Mr. Cooper, with Mr. Cooper surviving as a direct, wholly owned subsidiary of Rocket (the “Maverick
Merger”), and immediately following such Maverick Merger, Mr. Cooper merged with and into the Registrant (the “Forward Merger”
and together with the Maverick Merger, the “Mergers”), with the Registrant surviving as a wholly owned subsidiary of Rocket.
As a result of the consummation
of the Mergers, the Registrant has terminated all offerings of its securities pursuant to each Registration Statement. In accordance with
an undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment,
any securities which remain unsold or unissued at the termination of the offering, the Registrant hereby removes and withdraws from registration
all securities of the Registrant registered pursuant to any Registration Statement that remain unsold or otherwise unissued as of the
date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the
Registrant hereby terminates the effectiveness of such 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-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Detroit, State of Michigan on October 1, 2025.
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Maverick Merger Sub 2, LLC |
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By: |
/s/ Brian Brown |
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Brian Brown |
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Secretary and Treasurer |
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Pursuant to Rule 478 under the Securities Act
of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
