Registration No. 333-265821
As filed with the Securities and Exchange Commission
on January 30, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT NO. 333-265821
UNDER
THE SECURITIES ACT OF 1933
Jamf Holding Corp.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
82-3031543 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
100 Washington Ave S, Suite 900
Minneapolis, MN 55401
(612) 605-6625
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Jeff Lendino
Chief Legal Officer
100 Washington Ave S, Suite 900
Minneapolis, MN 55401
(612) 605-6625
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Not Applicable. The registrant is filing this post-effective amendment to remove from registration any securities registered hereunder
that remain unsold.
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 (the “Securities Act”), 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. x
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 Securities Exchange Act of 1934:
| Large accelerated filer x |
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 relates to
the Registration Statement on Form S-3 (No. 333-265821) (the “Registration Statement”) of Jamf Holding Corp., a Delaware corporation
(the “Registrant”), previously filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2022
to register an indeterminate amount of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”).
This Post-Effective Amendment No. 1 is being filed to deregister any and all securities that remain unsold or otherwise unissued under
the Registration Statement.
On January 30, 2026, pursuant to the Agreement
and Plan of Merger, dated as of October 28, 2025, by and among Jawbreaker Parent, Inc., a Delaware corporation (“Parent”),
Jawbreaker Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant
(the “Merger Agreement”), Merger Sub merged with and into the Registrant, with the Registrant surviving such merger as a
wholly owned subsidiary of Parent (the “Merger”).
In connection with the foregoing, the Registrant
has determined to terminate the offerings of Common Stock under the Registration Statement. Accordingly, the Registrant is filing this
Post-Effective Amendment No. 1 to terminate the effectiveness of the Registration Statement, and, in accordance with the undertakings
made by the Registrant in the Registration Statement, to remove and withdraw from registration any and all of the Common Stock that remain
unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such
Common Stock.
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 No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on January 30, 2026.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Jeff Lendino |
|
Chief Legal Officer and Secretary |
|
January 30, 2026 |
| Jeff Lendino |
|
|
|
|
No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.
