As filed with the Securities and Exchange Commission on August 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
Affirm Holdings, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| Delaware | 84-2224323 | |||||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
650 California Street
San Francisco, CA 94108
(415) 960-1518
(Address of principal executive offices) (Zip code)
_________________
Affirm Holdings, Inc. Amended and Restated 2012 Stock Plan
Affirm Holdings, Inc. 2020 Employee Stock Purchase Plan
(Full titles of the plans)
Max Levchin
Chief Executive Officer
650 California Street
San Francisco, CA 94108
(415) 960-1518
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
_________________
Copies to:
Katherine Adkins
Chief Legal Officer
650 California Street
San Francisco, CA 94108
(415) 960-1518
Chief Legal Officer
650 California Street
San Francisco, CA 94108
(415) 960-1518
Sean Feller
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, CA 90067-3026
(310) 552-8500
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 | ☒ | 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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Affirm Holdings, Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 15,552,652 additional shares of Class A common stock, par value $0.00001 per share (“Common Stock”), under the Affirm Holdings, Inc. Amended and Restated 2012 Stock Plan (the “2012 Stock Plan”) and 3,110,530 additional shares of Common Stock under the Affirm Holdings, Inc. 2020 Employee Stock Purchase Plan (the “ESPP,” and together with the 2012 Stock Plan, the “Plans”) pursuant to the respective provisions of the Plans providing for an automatic annual increase in the number of shares of Common Stock reserved for issuance under the Plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on January 13, 2021 (Registration No. 333-252068), February 2, 2021 (Registration No. 333-252644), September 17, 2021 (Registration No. 333-259614), August 29, 2022 (Registration No. 333-267141), and August 25, 2023 (Registration No. 333-274219). In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits | ||||||||||
| Exhibit Number | Description | ||||||||||
4.1(1) | |||||||||||
4.2(2) | |||||||||||
| 5.1* | |||||||||||
| 23.1* | |||||||||||
| 23.2* | |||||||||||
| 24.1* | Power of Attorney (included on the signature page of this Registration Statement) | ||||||||||
99.1(3) | |||||||||||
99.2(4) | |||||||||||
| 107.1* | |||||||||||
(1)Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on January 15, 2021.
(2)Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on October 20, 2023.
(3)Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the Commission on February 8, 2023.
(4)Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1/A, filed with the Commission on November 20, 2020.
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 28th day of August, 2024.
| AFFIRM HOLDINGS, INC. | ||||||||
| By: | /s/ Max Levchin | |||||||
| Max Levchin | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
The undersigned directors and officers of the Registrant hereby constitute and appoint Max Levchin, Michael Linford and Katherine Adkins, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to this Registration Statement, including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 28, 2024.
| Signature | Capacity | ||||
| /s/ Max Levchin | |||||
| Max Levchin | Chairman of the Board of Directors and Chief Executive Officer (principal executive officer) | ||||
| /s/ Michael Linford | |||||
| Michael Linford | Chief Financial Officer (principal financial officer) | ||||
| /s/ Siphelele Jiyane | |||||
| Siphelele Jiyane | Chief Accounting Officer (principal accounting officer) | ||||
| /s/ Brian D. Hughes | |||||
| Brian D. Hughes | Director | ||||
| /s/ Jeremy Liew | |||||
| Jeremy Liew | Director | ||||
| /s/ Libor Michalek | |||||
| Libor Michalek | President and Director | ||||
| /s/ Christa S. Quarles | |||||
| Christa S. Quarles | Director | ||||
| /s/ Keith Rabois | |||||
| Keith Rabois | Director | ||||
| /s/ Jacqueline D. Reses | |||||
| Jacqueline D. Reses | Director | ||||
| /s/ Manolo Sanchez | |||||
| Manolo Sanchez | Director | ||||
| /s/ Noel Watson | |||||
| Noel Watson | Director | ||||