As filed with the Securities and Exchange Commission on February 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLYWIRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 27-0690799 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 141 Tremont St #10 Boston, MA |
02111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Flywire Corporation 2021 Equity Incentive Plan
Flywire Corporation 2021 Employee Stock Purchase Plan
(Full title of Plan)
Michael Massaro
Chief Executive Officer
Flywire Corporation
141 Tremont St #10
Boston, MA 02111
(Name and address of agent for service)
(617) 329-4524
(Telephone number, including area code, of agent for service)
Copies to:
| David D. Gammell Keith J. Scherer John E. Maciejewski Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, Suite 900 Boston, MA 02210 (617) 648-9100 |
Peter Butterfield General Counsel & Chief Flywire Corporation 141 Tremont St #10 Boston, MA 02111 (617) 329-4524 |
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. ☐
PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 registers additional shares of voting common stock to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan. The information contained in the Registrant’s registration statement on Form S-8 (SEC File Nos. 333-256695, 333-263956, 333-270587 and 333-277440), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
II-1
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 Boston, Commonwealth of Massachusetts on this 26th day of February, 2025.
| FLYWIRE CORPORATION | ||
| By: |
/s/ Michael Massaro | |
| Michael Massaro | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Michael Massaro and Cosmin Pitigoi and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf the Registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael Massaro Michael Massaro |
Chief Executive Officer and Director (Principal Executive Officer) |
February 26, 2025 | ||
| /s/ Cosmin Pitigoi Cosmin Pitigoi |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 26, 2025 | ||
| /s/ Phillip Riese Phillip Riese |
Chairman of the Board of Directors | February 26, 2025 | ||
| /s/ Alex Finkelstein Alex Finkelstein |
Director | February 26, 2025 | ||
| /s/ Matt Harris Matt Harris |
Director | February 26, 2025 | ||
| /s/ Gretchen Howard Gretchen Howard |
Director | February 26, 2025 | ||
| /s/ Carleigh Jaques Carleigh Jaques |
Director | February 26, 2025 | ||
| /s/ Diane Offereins Diane Offereins |
Director | February 26, 2025 | ||
| /s/ Edwin Santos Edwin Santos |
Director | February 26, 2025 | ||