As filed with the U.S. Securities and Exchange
Commission on November 24, 2025
Registration No. 333-256513
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-1 ON FORM S-3
REGISTRATION STATEMENT NO. 333-256513
UNDER
THE SECURITIES ACT OF 1933
VIMEO, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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85-4334195 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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330 West 34th Street, 5th Floor
New York, New York 10001
(212) 524-8791
(Address of principal executive offices, including
zip code)
Philip Moyer
Chief Executive Officer
Vimeo, Inc.
330 West 34th Street, 5th Floor
New York, New York 10001
(212) 524-8791
(Name and address of agent for service) (Telephone
number, including area code, of agent for service)
Copies to:
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| Brandon Van Dyke |
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Jessica Tracy |
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Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3743
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General Counsel & Secretary
Vimeo, Inc.
330 West 34th Street, 5th
Floor
New York, NY 10001
(212) 524-8791 |
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. (Check one):
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| 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
This Post-Effective Amendment No. 5 (the “Post-Effective Amendment”)
to the Registration Statement on Form S-3 (No. 333-256513) (the “Registration Statement”) is being filed by Vimeo,
Inc., a Delaware corporation (the “Registrant”), to withdraw and remove from registration any and all securities of
the Registrant that remain unissued and/or unsold under the Registration Statement.
On November 24, 2025, pursuant to the Agreement and Plan of Merger,
dated as of September 10, 2025, by and among the Registrant, Bending Spoons US Inc., a Delaware corporation (“Bending Spoons
US”), Bending Spoons S.p.A., an Italian societá per azioni (solely for purposes of the sections specified therein)
and Bloomberg Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons US (“Merger Sub”),
Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly
owned subsidiary of Bending Spoons US.
As a result of the Merger, the Registrant has terminated all offerings
of securities pursuant to the Registration Statement. Accordingly, the Registrant, by filing this Post-Effective Amendment, hereby terminates
the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in Part II of the Registration
Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered but remained
unsold at the termination of the offering, removes and withdraws from registration any and all securities of the Registrant that remain
unissued and/or unsold under the Registration Statement as of the date hereof.
SIGNATURE
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 the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment No. 5 to the Registration Statement described above to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, New York, on November 24, 2025.
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Vimeo, Inc. |
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By: |
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/s/ Jessica Tracy |
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Name: Jessica Tracy |
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Title: General Counsel & Secretary |
No other person is required to sign this Post-Effective Amendment No.
5 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.