As filed with the Securities and Exchange Commission
on November 2, 2026
Registration Statement No. 333-262790
Registration Statement No. 333-258563
Registration Statement No. 333-239470
Registration Statement No. 333-215626
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO:
FORM S-3
REGISTRATION STATEMENT NO. 333-262790
FORM S-3
REGISTRATION STATEMENT NO. 333-258563
FORM S-3
REGISTRATION STATEMENT NO. 333-239470
FORM S-3
REGISTRATION STATEMENT NO. 333-215626
UNDER
THE SECURITIES ACT OF 1933
LIVERAMP HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
83-1269307 |
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer
Identification No.) |
225 Bush Street, Seventeenth Floor
San Francisco, CA 94104
(888) 987-6764
(Address, including zip code, and telephone
number, including area code of registrant’s principal executive offices)
Jerry C. Jones
EVP, Legal & Data Ethics
LiveRamp Holdings, Inc.
225 Bush Street, Seventeenth Floor
San Francisco, CA 94104
(888) 987-6764
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
with copies to:
Michael Ringler
Peter Jones
Greg Travers
Sullivan & Cromwell LLP
550 Hamilton Avenue
Palo Alto, CA 94301
Geoffrey D. Neal
Kutak Rock LLP
124 W Capitol Ave., Suite 2000
Little Rock, AR 72201
(501) 975-3000
Approximate date of commencement of proposed sale to the public:
Not Applicable.
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, 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. ¨
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 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. ¨
DEREGISTRATION OF UNSOLD SECURITIES
These post-effective amendments (the “Post-Effective
Amendments”) deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the following
Registration Statements on Form S-3 (the “Registration Statements”) filed with the Securities and Exchange Commission
(the “Commission”) by LiveRamp Holdings, Inc., a Delaware corporation (the “Company”):
| · | Registration No. 333-262790, filed with
the Commission on February 16, 2022, an automatic shelf registration statement of a well-known seasoned issuer registering an unspecified
number of the Company’s common stock, par value $0.10 per share (“Common Stock”) for resale by certain selling stockholders
identified therein; |
| · | Registration No. 333-258563, filed with
the Commission on August 6, 2021, an automatic shelf registration statement of a well-known seasoned issuer registering an unspecified
number of Common Stock for resale by certain selling stockholders identified therein; |
| · | Registration No. 333-239470, filed with
the Commission on June 26, 2020, an automatic shelf registration statement of a well-known seasoned issuer registering an unspecified
number of Common Stock for resale by certain selling stockholders identified therein; and |
| · | Registration No. 333-215626, filed with
the Commission on January 20, 2017, registering an unspecified number of Common Stock for resale by certain selling stockholders
identified therein. |
Pursuant to the Agreement and Plan of Merger (the
“Merger Agreement”), dated as of May 16, 2026, by and among MMS USA Holdings, Inc., a Delaware corporation (“Parent”),
Covey Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), the Company
and, solely for purposes of Section 10.14 thereof, Publicis Groupe S.A., a French société anonyme, Merger Sub merged
with and into the Company with the Company surviving the merger as a wholly owned direct subsidiary of Parent (the “Merger”).
The Merger became effective on November 2, 2026.
As a result of the transactions contemplated by
the Merger Agreement, the Company has terminated all offerings of its securities pursuant to each Registration Statement and, in accordance
with the undertakings made by the Company in each Registration Statement to remove from registration by means of a post-effective amendment
any and all of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company
hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold
or otherwise unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration
of such securities.
The foregoing description of the Merger, the Merger
Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by
the Merger Agreement, which is included as Exhibit 2.1 in the Registrant’s Form 8-K filed with the SEC on May 18,
2026.
SIGNATURE
Pursuant to the requirements of the Securities
Act of 1933, the Company 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Little Rock, State of Arkansas, on November 2, 2026.
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LIVERAMP HOLDINGS, INC. |
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By: |
/s/ Jerry C. Jones |
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Name: |
Jerry C. Jones |
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Title: |
EVP, Legal and Data Ethics |
Pursuant to Rule 478 of the Securities Act of 1933, as amended,
no other person is required to sign these Post-Effective Amendments to the Registration Statements.
