UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
| Commission File Number: | 001-41121 |
| HashiCorp, Inc. |
| (Exact name of registrant as specified in its charter) |
101 Second Street, Suite 700 San Francisco, CA 94105 (415) 301-3250 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Class A Common Stock, par value $0.000015 per share |
| (Title of each class of securities covered by this Form) |
| None |
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) |
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ☒ | |
| Rule 12g-4(a)(2) | ☐ | |
| Rule 12h-3(b)(1)(i) | ☒ | |
| Rule 12h-3(b)(1)(ii) | ☐ | |
| Rule 15d-6 | ☐ | |
| Rule 15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date: One.
Explanatory Note: Effective February 27, 2025, McCloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of International Business Machines Corporation, a New York corporation, was merged with and into HashiCorp, Inc., a Delaware corporation, with HashiCorp, Inc. continuing as the surviving corporation and thereby being converted from a public corporation into a private corporation.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: March 10, 2025
| HASHICORP, INC. | |||
| By: | /s/ Sarah Sisney | ||
| Name: | Sarah Sisney | ||
| Title: | Secretary | ||
