8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 1, 2022

DigitalOcean Holdings, Inc.

(Exact name of registrant as specified in its charter)

(646) 827-4366

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 1, 2022, DigitalOcean, LLC, a Delaware limited liability company (“Purchaser”) and wholly-owned subsidiary of DigitalOcean Holdings, Inc., a Delaware corporation (“DigitalOcean”), completed its previously announced acquisition (the “Acquisition”) of Cloudways Ltd., a Maltese limited liability company (“Cloudways”). The Acquisition was effectuated pursuant to a Share Purchase Agreement, dated as of August 19, 2022 (the “SPA”). Under the terms of the SPA, the Purchaser acquired Cloudways for $350.0 million in cash, subject to customary purchase price adjustments.

The foregoing description of the SPA and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the SPA, which was filed as Exhibit 2.1 to DigitalOcean’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2022 and is incorporated into this report by reference.

Item 8.01 Other Events.

On September 8, 2022, DigitalOcean issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

DigitalOcean Completes Acquisition of Cloudways

Acquisition broadens DigitalOcean’s capabilities for small to medium-sized businesses

NEW YORK, September 8, 2022 – DigitalOcean Holdings, Inc. (NYSE:DOCN), the cloud for developers, startups and SMBs, today announced it has completed its $350M acquisition of Cloudways, a leading managed cloud hosting and software as a service (SaaS) provider for small to medium-sized businesses (SMBs).

“The acquisition immediately strengthens our ability to enable builders to get their ideas on the internet, launch a business quickly, and grow and scale effortlessly,” said Yancey Spruill, CEO at DigitalOcean. “In addition, we are excited to be joining forces with the entire Cloudways team and together will continue our mission to simplify cloud computing so builders can spend more time creating software that changes the world.”

“Running multiple e-commerce stores requires safe, fast and flexible hosting. This we know, but we are not server experts. By moving to Cloudways and DigitalOcean, we not only got the speed and the flexibility we needed for our e-commerce stores, we also got a highly intuitive and easy-to-use interface, easy server scaling, 1-click staging environments along with world-class support,” said Jens Madsen, partner at www.heatxperts.com.

For more information on DigitalOcean, visit https://www.digitalocean.com.

About DigitalOcean

DigitalOcean simplifies cloud computing so builders can spend more time creating software that changes the world. With its mission-critical infrastructure and fully managed offerings, DigitalOcean helps developers, startups and small and medium-sized businesses (SMBs) rapidly build, deploy and scale applications to accelerate innovation and increase productivity and agility. DigitalOcean combines the power of simplicity, community, open source and customer support so customers can spend less time managing their infrastructure and more time building innovative applications that drive business growth. For more information, visit digitalocean.com or follow @digitalocean on Twitter.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their use of terms and phrases such as “anticipate,” “enable,” “expect,” “will,” “believe,” “continue” and other similar terms and phrases. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including those factors contained in the “Risk Factors” section of our SEC filings. It is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur.

Media Contact

Spencer Anopol

press@digitalocean.com

Investor Contact

Rob Bradley

investors@digitalocean.com