SEC Form S-8 filed by a.k.a. Brands Holding Corp.
$AKA
Catalog/Specialty Distribution
Consumer Discretionary
As filed with the Securities and Exchange Commission on June 21, 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
a.k.a. Brands Holding Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 87-0970919 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||
| 100 Montgomery Street, Suite 2270 San Francisco, California | 94104 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
a.k.a. Brands Holding Corp. 2021 Omnibus Incentive Plan
(Full Title of the Plan)
Ciaran Long
Interim Chief Executive Officer and Chief Financial Officer
100 Montgomery Street, Suite 2270
San Francisco, CA 94104
(Name and address of agent for service)
(415) 295-6085
(Telephone number, including area code, of agent for service)
Copy to:
Justin R. Salon
Morrison & Foerster LLP
2100 L Street, NW Suite 900
Washington, D.C. 20037
(202) 887-1500
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 | x | Smaller Reporting Company | x | |||||||||||
| Emerging Growth Company | x | |||||||||||||
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
This Registration Statement is filed by a.k.a. Brands Holding Corp. (the “Registrant”) for the purpose of registering (i) 1,100,000 additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) available for issuance under the a.k.a. Brands Holding Corp. 2021 Omnibus Incentive Plan (the “Plan”) following the amendment to the Plan that was approved by the Registrant’s stockholders at its annual meeting of stockholders held on May 22, 2024 (the “Plan Amendment”), (ii) 105,678 additional shares of Common Stock available for issuance under the Plan pursuant to the “evergreen” provision of the Plan and (iii) 105,678 additional shares of Common Stock available for sale and issuance under the a.k.a. Brands Holding Corp. 2021 Employee Stock Purchase Plan (the “ESPP”) pursuant to the “evergreen” provision of the ESPP. The Plan Amendment, among other things, increased the number of shares of Common Stock available for issuance under the Plan by 1,100,000 shares. The “evergreen” provisions of the Plan and the ESPP provide that the maximum amount of shares of Common Stock authorized under the Plan and the ESPP will be increased on January 1 of each year by a number equal to one percent (1%) of the total number of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year.
In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements on Form S-8 (File No. 333-259753 and File No. 333-274860) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on September 23, 2021 and October 4, 2023, respectively, relating to the Plan and the ESPP.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. Exhibits. | ||||||||
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | ||||||||
* Filed herewith. | ||||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 June 21, 2024.
| a.k.a. Brands Holding Corp. | ||||||||
| By: | /s/ Ciaran Long | |||||||
| Name: | Ciaran Long | |||||||
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |||||||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ciaran Long and Kenneth C. White and each or any one of them, their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each of the undersigned in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange 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 connection therewith, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 21, 2024.
| Name | Position | |||||||
| /s/ Ciaran Long | Interim Chief Executive Officer and Chief Financial Officer | |||||||
| Ciaran Long | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |||||||
| /s/ Christopher Dean | Chair of the Board of Directors | |||||||
| Christopher Dean | ||||||||
| /s/ Wesley Bryett | Director | |||||||
| Wesley Bryett | ||||||||
| /s/ Ilene Eskenazi | Director | |||||||
| Ilene Ezkenazi | ||||||||
| /s/ Sourav Ghosh | Director | |||||||
| Sourav Ghosh | ||||||||
| /s/ Matthew Hamilton | Director | |||||||
| Matthew Hamilton | ||||||||
| /s/ Myles McCormick | Director | |||||||
| Myles McCormick | ||||||||
3
| /s/ Jill Ramsey | Director | |||||||
| Jill Ramsey | ||||||||
| /s/ Kelly Thompson | Director | |||||||
| Kelly Thompson | ||||||||
4